Exhibit 10.1


 


TRANSITION SERVICES
AGREEMENT


 


This TRANSITION SERVICES AGREEMENT
(this “Agreement”), dated as of September 28, 2016 (the “Effective Date”), by and between
AdvanSix Inc., a Delaware corporation (“AdvanSix”), on behalf of itself and the other members of the AdvanSix
Group, and Honeywell International Inc., a Delaware corporation (“Honeywell”), on behalf of itself and the other
members of the Honeywell Group. AdvanSix and Honeywell shall collectively be referred to as the “Parties,” and
each individually a “Party.” Each Party or any member of its Group providing services or occupancy rights
hereunder shall be a “Provider,” and each Party or any member of its Group receiving services or occupancy rights
hereunder shall be a “Recipient.” The term the “Business” as used herein shall mean either
the AdvanSix Business or the Honeywell Business, as applicable. Capitalized terms used in this Agreement but not otherwise defined
herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).


 


WHEREAS, in connection with the contemplated
Spin-Off of AdvanSix and concurrently with the execution of this Agreement, Honeywell and AdvanSix are entering into a Separation
and Distribution Agreement (the “Separation Agreement”);


 


WHEREAS, following the Spin-Off, each Party
desires to provide to the other, and to receive from the other, certain services, subject to the terms and conditions set forth
herein.


 


NOW, THEREFORE, in consideration of the mutual
covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:


 


ARTICLE
I


SERVICES


 


SECTION 1.01. Services to be Provided
to the AdvanSix Group.


 


(a) In General.


 


(i) Commencing immediately after
the Distribution, and in accordance with the terms and conditions of this Agreement, Honeywell shall provide, or shall cause the
applicable members of the Honeywell Group to provide, to AdvanSix or the applicable members of the AdvanSix Group in connection
with



    	 



    		 



    



the conduct of the AdvanSix Business
the services described on Schedule A hereto (the “AdvanSix Services”).


 


(ii) Honeywell may, in its sole
discretion and without any written notice to AdvanSix engage, or cause the applicable members of the Honeywell Group to engage,
one or more parties (including any third parties) to provide some or all of the AdvanSix Services; provided that (x) Honeywell
shall be responsible for the performance or non-performance of any such parties and (y) such parties agree in writing to be bound
by confidentiality provisions at least as restrictive to them as the terms of Section 6.01 of this Agreement.


 


(iii) Commencing immediately after
the Distribution, and in accordance with the terms and conditions of this Agreement, Honeywell shall, and shall cause the applicable
members of the Honeywell Group to, pay, perform, discharge and satisfy, as and when due, its and their respective obligations as
Recipients under this Agreement.


 


SECTION 1.02. Services to be Provided
to the Honeywell Group.


 


(a) In General.


 


(i) Commencing immediately after
the Distribution, and in accordance with the terms and conditions of this Agreement, AdvanSix shall provide, or shall cause the
applicable members of the AdvanSix Group to provide, to Honeywell or the applicable members of the Honeywell Group in connection
with the conduct of the Honeywell Business the services described on Schedule B hereto (the “Honeywell Services”
and, together with the AdvanSix Services, the “Services”).


 


(ii) AdvanSix may, in its sole discretion
and without any written notice to Honeywell engage, or cause the applicable members of the AdvanSix Group to engage, one or more
parties (including any Affiliates of the AdvanSix Group or any third parties) to provide some or all of the Honeywell Services;
provided, that (x) AdvanSix shall be responsible for the performance or non-performance of any such parties and (y) such
parties agree in writing to be bound by confidentiality provisions at least as restrictive to it as the terms of Section 6.01 of
this Agreement.


 


(iii) Commencing immediately after
the Distribution, and in accordance with the terms and conditions of this Agreement, AdvanSix shall, and shall cause the applicable
members of the AdvanSix Group to, pay, perform, discharge and satisfy, as and when due, its and their respective obligations as
Recipients under this Agreement.


 


SECTION 1.03. Service Coordinators. Honeywell
and AdvanSix shall each nominate a representative to act as the primary contact person with respect to the performance of the Services
(each, a “Service Coordinator”). Unless otherwise agreed



    	2



    		 



    

upon by the Parties, all communications relating
to this Agreement and to the Services provided hereunder shall be directed to the Service Coordinators. On or prior to the Distribution
Date, each Party shall provide to the other Party the name and relevant contact information for each respective Party’s initial
Service Coordinators. Either Party may replace its Service Coordinator at any time by providing notice in accordance with Section
11.01 of this Agreement. The Service Coordinators will consult and coordinate with each other on a regular basis and no less frequently
than monthly during the term of this Agreement.


 


SECTION 1.04. Standard of Performance. (a) Each Provider shall (and shall cause any party performing the Services on its behalf to) (i) perform its Services in compliance
with applicable Law and (ii) use commercially reasonable efforts, skill and judgment in providing its Services hereunder, in a
manner consistent with past practice up to one year prior to the Distribution Date (the standards identified in the preceding subclauses
(i) and (ii), collectively the “Service Standards”). If the Provider has not provided such Services (or substantially
similar services) during the one year prior to the Distribution Date, then the Services shall be performed in a competent and professional
manner consistent with industry standards. The Services shall be used solely for the operation of the applicable Business for substantially
the same purpose as used by the applicable Recipient immediately prior to the Distribution Date.


 


(b) Subject to Section 3.04, in the event
of a material failure (the “Material Failure”) of a Provider to perform any of its Services in accordance with
the Service Standards, the applicable Recipient will provide the Provider with written notice of such Material Failure, and the
Provider will use commercially reasonable efforts to remedy such failure as soon as reasonably possible from the date of such notice.
Without prejudice to the foregoing, if the Provider is not able to remedy a Material Failure within thirty (30) days of its receipt
of written notice that a Material Failure has occurred, the dispute resolution procedures set forth in Section 11.10(a) will apply;
provided, however, that in the event that the Executive Committee (as such term is defined in Section 11.10(a)) is
unable to resolve the Dispute in accordance with Section 11.10(a), then the Recipient may obtain replacement services and the Provider
shall pay the reasonable out-of-pocket cost of any such replacement services, less the amount the Recipient would have paid pursuant
to this Agreement for such Services if performed by the Provider. If the Recipient chooses to obtain the replacement services,
(i) the Recipient may terminate the affected Services upon notice and the Provider will no longer provide such Services to the
Recipient, or (ii) after the Provider remedies the Material Failure, the Recipient may request that the Provider resume providing
the affected Services.


 


SECTION 1.05. Cooperation. (a) Each
Party and its Service Providers shall, and shall use commercially reasonable efforts to cause any party performing the Services
on their behalf to, cooperate with the other Party and the other members of its Group in all matters relating to the provision
and receipt of the Services and to minimize the expense, distraction and disturbance to the other Party’s business, and shall
perform all obligations hereunder in good faith and in accordance with principles of fair dealing.



    	3



    		 



    

(b) Each Party and its Recipients will use
commercially reasonable efforts to provide information and documentation reasonably required by each Provider to perform the Services,
as applicable, in the manner they were provided in the ordinary course prior to the Distribution Date, and will use commercially
reasonable efforts to make available, as reasonably requested by each Provider, sufficient resources and timely decisions, approvals
and acceptances in order that each Provider may perform its obligations under the Agreement in a timely and efficient manner.


 


(c) Each Party and its Service Providers
shall follow, and shall use commercially reasonable efforts to cause any party performing the services on their behalf to follow,
the policies, procedures and practices, including all environmental policies, of the other Party and its Recipients applicable
to the Services that are in effect as of the Distribution Date and of which such Party has been reasonably informed.


 


(d) A failure of any Recipient to act in
accordance with this Section 1.05 that prevents any Provider from providing a Service hereunder shall relieve such Provider of
its obligation to provide such Service until such time as the failure has been cured; provided, that such Provider has previously
notified such Recipient in writing of such failure. Notwithstanding the foregoing, neither Party shall have any obligation to purchase,
upgrade, enhance or otherwise modify any computer hardware, software or network environment currently used by such Party in connection
with its Business, or to provide any support or maintenance services for any computer hardware, software or network environment
that has been upgraded, enhanced or otherwise modified from the computer hardware, software or network environments that are currently
used by such Party in connection with its Business.


 


(e) To the extent that any third-party proprietor
of information or software to be disclosed or made available to any Recipient in connection with performance of the Services hereunder
requires a specific form of non-disclosure agreement as a condition of its consent to use of the same for the benefit of the Recipient
or to permit the Recipient access to such information or software, the Recipient will, as a condition to the receipt of such portion
of the Services, execute (and will cause its employees and Affiliates to execute, if required) any such form.


 


(f) Within the first 45 days following the
Distribution Date, the Parties may agree to include within the scope of this Agreement other services that have historically been
provided to the AdvanSix Business by the Honeywell Group or the Honeywell Business by the AdvanSix Group, as applicable, in each
case that are within the same functional categories as those listed on the Schedules (such services, the “Other Services”).
If a Party identifies an Other Service it desires to use, it shall notify the other Party and the Parties shall discuss in good
faith the terms under which such Other Services may be provided to the applicable Business by the relevant Group. If the Parties
agree to include any Other Service within the scope of this Agreement, such Other Service shall be added to the relevant Schedule
and shall be deemed to be a “Service” for all purposes hereunder, and the applicable Provider shall provide it pursuant
to the terms of this Agreement. The charges for the Other Service will be determined on a basis consistent



    	4



    		 



    

with the methodology for determining the charges
for other Services as provided in Section 4.01 of this Agreement.


 


SECTION 1.06. Migration Projects. Subject
to Section 10.01(b), prior to the end of the applicable Term, each Provider will provide the Recipient, upon written request (the
“Project Work Request”), with such reasonable support as may be necessary to migrate the Services to the Recipient’s
internal organization or to a third party provider (the “Project Work”), including without limitation exporting
and providing (subject to applicable Law) all relevant data and information of the applicable Recipient from the systems of the
applicable Provider or any party performing the Services on its behalf; provided, however, for avoidance of doubt,
that the Recipient shall bear any portion of the cost of Project Work associated with the setup of such Recipient’s data
warehousing infrastructure or hosting environment. After the Provider receives the Project Work Request, the Parties shall meet
to discuss and agree on the scope and cost of the Project Work, taking into consideration the Provider’s then-available resources.
Where required for migrating the Services, Recipient’s Personnel will be granted reasonable access to the respective facilities
of the Provider during normal business hours. Project Work may be out-sourced to external service partners (including those involving
conversion programs or other programming, or extraordinary management supervision and/or coordination); provided that the
Provider shall be responsible for the performance or non-performance of such partners. Each Party shall pay its internal and third
party costs incurred in connection with all Project Work performed by such Party’s Personnel; provided that the Recipient
shall bear the costs of all third party providers engaged in completing a Project Work.


 


SECTION 1.07. The Parties acknowledge that
any Provider may make changes from time to time in the manner of performing Services if the Provider is making similar changes
in performing the same or substantially similar Services for itself or other members of its Group; provided, however,
that, unless expressly contemplated in Schedule A or Schedule B hereto, such changes shall not affect the Fees for
such Service payable by the Recipient under this Agreement or decrease the manner, scope, time frame, nature or quality or level
of the Services provided to the Recipient, except upon prior written approval of the Recipient.


 


SECTION 1.08. No Provider shall be authorized
by, or shall have any responsibility under, this Agreement to manage the affairs of the business of any Recipient.



    	5



    		 



    

ARTICLE
II
REAL ESTATE


 


SECTION 2.01. Occupancy
Rights. Each Provider set forth on Schedule E, with respect to the location set forth on such Schedule opposite such
Provider’s name (each, a “Shared Real Property”), hereby grants to the Recipient set forth on such Schedule
opposite such Shared Real Property, a limited license for reasonable use and access to the space utilized by such Recipient or
any member of its Group in the conduct of the Recipient’s Business as of the Distribution Date, for the sole purpose of transitioning
the Recipient’s Business and in accordance with the terms, covenants and conditions of this Article II. The Recipient’s
right to use and access the applicable Shared Real Property shall be consistent with the use and access afforded to the Recipient’s
Business as of the Distribution Date. The Recipient’s use shall include the right to use the fixtures, improvements and furnishings
located within the Shared Real Property consistent with such use as of the Distribution Date.


 


SECTION 2.02. Use.
The Recipient shall use the applicable Shared Real Property (and the furnishings contained therein) for the same purposes as such
Shared Real Property is utilized as of the Distribution Date and for no other purpose. The Shared Real Property may be occupied
only by the Personnel of the applicable Recipient reasonably required in furtherance of the activities of the Recipient’s
Business or the other purposes set forth in this Agreement. The Recipient shall be responsible for pickup and delivery of goods
at any common shipping dock at any Shared Real Property, and any shipments shall include proper labeling to distinguish the Recipient’s
goods from the Provider’s goods.


 


SECTION 2.03. License
Fee. Each Recipient shall pay a monthly gross license fee for its Shared Real Property as set out on Schedule E (each,
a “Monthly License Fee”). The Monthly License Fee for each Shared Real Property shall be payable in advance
on or before the first (1st) day of each calendar month of the term of the license. The Monthly License Fee for any period during
the respective license term which is for less than one month shall be prorated.


 


SECTION 2.04. License
Term. The license granted under this Article II will be effective as of immediately after the Distribution and will automatically
expire at the earlier of (I) the end of the period set forth in Schedule E with respect to each Shared Real Property, or
(II) the expiration date of the relevant underlying lease pertaining to each Shared Real Property (in which case the Provider shall
provide to the Recipient written notice 30 days prior to such expiration).


 


SECTION 2.05. Access
and Common Areas. Unless otherwise specified on Schedule E, the Recipient (including its Personnel) shall access the
applicable Shared Real Property through existing employee entrances designated by the Provider. Access to any other areas (“Other
Areas”) in, on or about the applicable Shared Real Property (including conference room(s), break area(s), designated
smoking area(s), restroom(s), machine shop(s), shipping/receiving area(s) and cafeteria(s) other than to the extent located within
the Shared Real Property) shall be as otherwise designated by the Provider



    	6



    		 



    

in its reasonable discretion.
Except as otherwise expressly provided herein, the Recipient shall not access any other areas.


 


SECTION 2.06. Compliance
with Sellers’ Policies. The Recipient shall comply with the Provider’s reasonable policies and procedures, security
requirements and rules and regulations with respect to the applicable Shared Real Property and the Recipient’s occupancy
of such Shared Real Property. Such policies may be changed from time to time upon reasonable prior notice at the applicable Provider’s
sole reasonable discretion.


 


SECTION 2.07. Insurance.
Each Party agrees, during the term of this license, to cause its Recipients under this Article II to carry and maintain (i) commercial
general liability insurance with a single combined liability limit of $5,000,000 per occurrence and (ii) workers compensation/employer’s
liability insurance with a liability limit of $1,000,000 per occurrence, and in the case of the policies described in clauses (i)
and (ii), naming the applicable Provider (and other parties as may be reasonably required) as an additional insured, against liability
with respect to accidents occurring on, in or about the applicable Shared Real Property or arising out of the use and occupancy
of such Shared Real Property by the Recipient and its Personnel and visitors. All such insurance policies shall contain a waiver
of subrogation in the applicable Provider’s favor. The Parties acknowledge that the Providers shall have no responsibility
to insure or actively maintain any Recipient’s personal property, including any Recipient’s equipment and trade fixtures,
located in the Shared Real Property. Notwithstanding the aforesaid liability limits, said limits shall not diminish or otherwise
impact or affect the obligations of the Parties and their Recipients hereunder. The policy(s) maintained by the applicable Recipient
shall be issued by a company licensed to do business in the country where the Shared Real Property is located and the applicable
Recipient shall deposit a certificate evidencing the same with the applicable Provider on or before the Effective Date. During
the term of the license granted in Section 2.01, the applicable Providers under this Article II shall maintain insurance policies
for the Shared Real Property as in effect as of the Effective Date.


 


SECTION 2.08. Surrender.
Upon the expiration or termination of the license granted under this Article II, each Recipient shall, at its sole cost and expense,
(i) remove their personal property, equipment, trade fixtures and other goods and effects, and repair any damage to the Shared
Real Property resulting from such removal, and (ii) otherwise quit and deliver up the Shared Real Property peaceably and quietly
and in as good order and condition as the same were in on the Distribution Date, reasonable wear and tear, damage by fire and the
elements excepted. In the event any Recipient fails to repair and perform the aforementioned facilities restoration and otherwise
deliver the Shared Real Property as set forth above, the Provider or any member of its Group shall have the right to make said
reasonable repairs and reasonably perform such facilities restoration, charge such Recipient or any member of its Group the reasonable
costs of such repairs and restoration, and such Recipient or any member of its Group shall reimburse the Provider or the member
of its Group, as applicable, within thirty (30) days of receipt of invoice. Any property left in the Shared Real Property after
the expiration



    	7



    		 



    

or termination of the
license granted under this Article II shall be deemed to have been abandoned and the property of the Providers to dispose of as
the Providers deem expedient and at the sole cost and expense of the Recipients.


 


SECTION 2.09. License
Rights. The rights granted herein in favor of each Recipient are in the nature of a license and shall not create any leasehold
or other estate or possessory rights in Shared Real Property, and if the license granted under this Article II expires or is terminated,
the Recipient shall vacate the Shared Real Property, and any occupancy or activity of the Recipient thereafter in the Shared Real
Property shall be considered a trespass.


 


SECTION 2.10. Relocation.
Each Provider shall have the right, at its cost, to relocate the applicable Recipient to other area(s) of each Shared Real Property
by providing the Recipient reasonable advance notice, provided that such relocation does not reduce the rights of the Recipient
or increase the obligations of the Recipient under this Agreement or unreasonably interrupt the day-to-day operations of the Recipient’s
Business.


 


SECTION 2.11. Alterations.
The Recipient shall not make any alterations, additions or improvements to the Shared Real Property.


 


SECTION 2.12. Controlling
Provisions. In the event of a conflict between the terms of this Article II and any other provision in this Agreement with
regard to the right to use the Shared Real Property specified in this Article II, the terms of Article II shall control. In the
event of a conflict between the terms of this Agreement and the terms set forth on Schedule E attached hereto, the terms
of Schedule E shall control.


 


ARTICLE
III



LIMITATIONS


 


SECTION 3.01. General Limitations. Unless
expressly provided otherwise herein: (i) the Providers shall be required to provide the Services hereunder only to the extent that
such Services were provided to the applicable Business in the ordinary course prior to the Distribution Date and (ii) the Services
provided by the Providers hereunder shall be available only for the purposes of conducting the applicable Business. Notwithstanding
anything to the contrary in this Agreement, no Provider will be required to perform or cause to be performed any of the Services
for the benefit of any other person other than the applicable Recipient or a member of such Recipient’s Group.


 


SECTION 3.02. Third-Party Limitations.
(a) Nothing in this Agreement shall be deemed to require the provision of any Service by any Provider to any Recipient if the provision
of such Service requires the consent, waiver or approval from, or notification to, any third party (including a Governmental Authority),
whether under applicable Law, by the terms of any contract to which such Provider or other member of its Group is a party or otherwise,
unless and until such consent, waiver or approval has



    	8



    		 



    

been obtained or such notification has been
made. Furthermore, each Party acknowledges and agrees that the Services provided by a Provider through third parties or using third
party Intellectual Property are subject to the terms and conditions of any applicable agreements between the Provider of such Service
and such third parties (such agreements, the “Third Party Agreements”). The Recipient will be responsible for
obtaining, and shall pay all costs of obtaining, any consents, waivers or approvals and making any notifications that may be necessary
(including under the Third Party Agreements or any new Third Party Agreements) to permit Services to be provided hereunder. Each
Provider shall use commercially reasonably efforts to assist the Recipient in obtaining any necessary consent (including any necessary
licenses, waivers or approvals and making any necessary notifications) in order to provide such Services under this Agreement (including
with respect to the Third Party Agreements or any new Third Party Agreements; it being understood that each Recipient shall only
be granted access to Third Party Agreements during the term of this Agreement, and upon expiration of the applicable service term
shall procure its own standalone license with the applicable third party provider).


 


(b) The Provider will not be required to
provide the Recipient access to such third party Intellectual Property or to use such third party Intellectual Property in the
performance of Services if doing so would not be permitted by the applicable Third Party Agreements with such third parties.


 


SECTION 3.03. Compliance with Laws. (i)
Neither Party shall provide, or cause to be provided, any Service to the extent that the provision of such Service would require
such Party, the other members of its group or any of their respective Personnel to violate (a) any applicable Law, (b) any policies
and/or procedures of such Party designed to respond to applicable Law, or (c) in any material respect, any other policies and/or
procedures of such Party in existence on the Distribution Date. If a Party cannot provide a Service due to (c) above or because
provision of such Service would require the consent, waiver or approval of any third-party (including a Governmental Authority)
and such consent, waiver or approval has not been obtained prior to the Distribution, the Parties shall cooperate in good faith
to identify an acceptable alternative arrangement to provide the affected Service sufficient for the purposes of the other Party
and, if mutually agreed, the modified or alternative Service shall be added to the relevant Schedule and the Provider shall provide
it pursuant to the terms of this Agreement; provided, that if the alternative arrangement results from (c) above, the Party
providing such Service shall bear any additional costs resulting from such acceptable alternative arrangement.


 


SECTION 3.04. Force Majeure. The Parties
shall use commercially reasonable efforts to provide, or cause to be provided, the Services without interruption. In the event
that any Provider is wholly or partially prevented from, or delayed in, providing one or more Services, or one or more Services
are interrupted or suspended, by reason of events beyond its reasonable control (including acts of God, act of Governmental Authority,
act of the public enemy or due to fire, explosion, accident, floods, embargoes, epidemics, war, acts of terrorism, nuclear disaster,
civil unrest and/or



    	9



    		 



    

riots, civil commotion, insurrection, severe
or adverse weather conditions, lack of or shortage of electrical power, malfunctions of equipment or software, or any other cause
beyond the reasonable control of the Provider whose performance is affected by such event (each, a “Force Majeure Event”)),
the Provider shall promptly give notice of any such Force Majeure Event to the Recipient and shall indicate in such notice the
effect of such event on its ability to perform hereunder and the anticipated duration of such event. The Provider shall not be
obligated to deliver the affected Services during such period, and the Recipient shall not be obligated to pay for any Services
not delivered; provided that, for the duration of a Force Majeure Event, the Provider shall use commercially reasonable
efforts to avoid or remove such Force Majeure Event, and shall use commercially reasonable efforts to resume its performance under
this Agreement with the least practicable delay. If the suspension of the Provider’s performance continues for more than
two (2) consecutive months as a result of a Force Majeure Event, the Recipient may terminate this Agreement with respect to the
affected Service by giving written notice to the Provider.


 


SECTION 3.05. Title to Equipment; Management
and Control; Reservation of Rights. (a) All procedures, methods, systems, strategies, tools, equipment, facilities and other
resources used by any Provider in connection with the provision of Services (the “Equipment”) shall remain the
property of such Provider and, except as otherwise provided herein, shall at all times be under the sole direction and control
of such Provider.


 


(b) Except as otherwise expressly provided
herein, management of and control over, the provision of the Services (including the determination or designation at any time of
the Equipment, employees and other resources to be used in connection with the provision of the Services) shall reside solely with
the Provider. All Personnel providing the Services will remain at all times, and be deemed to be, employees or representatives
solely of the Provider responsible for providing such Services (or any parties performing the Services on its behalf) for all purposes,
and not to be employees or representatives of the Recipient. Without limiting the generality of the foregoing, all labor matters
relating to any employees of a Party shall be within the exclusive control of such Party, and the other Party shall take no action
affecting such matters. Such Party shall provide for and pay the compensation and other benefits of such employees, including salary,
health, accident and workers’ compensation benefits and all taxes and contributions which an employer is required to pay
relating to the employment of employees. No Party shall be liable to the other Party or to any of its Personnel for such Party’s
failure to perform its compensation, benefit or tax obligations. In no event shall either Party be obligated to maintain the employment
of any specific employee; provided that such Party shall remain responsible for the performance of the Services in accordance
with this Agreement.


 


SECTION 3.06. Interim Basis Only. Each
Party acknowledges that the purpose of this Agreement is to provide Services to the other Party on an interim basis. Accordingly,
at all times from and after the Distribution Date, each of Honeywell and AdvanSix shall, subject to the terms and conditions of
this Agreement, use its respective



    	10



    		 



    

commercially reasonable efforts to make or
obtain any approvals, permits or licenses, implement any computer systems and take, or cause to be taken, any and all other actions
necessary or advisable for it to provide the Services for itself as soon as practicable after the date hereof and terminate this
Agreement with respect to each Service prior to the Term for such Service set forth herein.


 


ARTICLE
IV



PAYMENT


 


SECTION 4.01. Fees. In connection
with each Service, each Recipient shall pay to the Provider (a) the fees as set forth in the applicable Schedule with respect to
such Service, (b) any third party fees, costs and expenses which are charged to the Provider in connection with provision of the
Services to the Recipient; and (c) any other fees as agreed to by the Parties in writing (collectively, the “Fees”).
At the option of the Provider, it may elect to have one of the members of its Group provide a Service hereunder and submit an invoice
for the applicable Fees to the Recipient on its behalf.


 


SECTION 4.02. Extension of Services. If,
for any reason, the provision of any Services or access to any Shared Real Property extends beyond the applicable service period
or access period set forth in the Schedules attached hereto, the Fees payable each month beyond the initial service period or access
period with respect to such Services or access to such Shared Real Property shall be automatically and permanently increased by
ten percent (10%).


 


SECTION 4.03. Billing and Payment Terms. (a) All amounts due under this Agreement shall be billed and paid for in the following manner (i) each Party shall invoice
the other Party on a monthly basis (such invoice to set forth a description of the Services provided and reasonable documentation
to support the charges thereon (including, where applicable, reasonable documentation as to such Party’s cost allocation
and third party costs in respect of such charges), which invoice and documentation shall be in the same level of detail and in
accordance with the procedures for invoicing as provided to the Provider’s other businesses) for all Services that such Party
delivered or caused to be delivered during the preceding month, (ii) each such invoice shall be payable within 30 days after the
date of the invoice and (iii) payment of all invoices in respect of the Services provided hereunder shall be made in U.S. Dollars.


 


(b) If any invoice is not paid in full within
sixty (60) days after the date of the invoice, interest shall accrue on the unpaid amount at the annual rate equal to the “Prime
Rate” as reported on the thirtieth day after the date of the invoice in The Wall Street Journal (or, if such day is not a
business day, the first business day immediately after such day), calculated on the basis of a year of 360 days and the actual
number of days elapsed between the end of the thirty (30)-day payment period and the actual payment date.


 


(c) If there is a Dispute (as defined in
Section 11.10) between the Parties regarding the amounts shown as billed to a Recipient on any invoice, the relevant Provider



    	11



    		 



    

shall, upon the written request of such Recipient,
furnish such reasonable documentation to substantiate the amounts billed including listings of the dates, times and amounts of
the Services in question where applicable and practicable. Delivery of such documentation shall constitute written notice of a
Dispute pursuant to Section 11.10, and the provisions of Section 11.10 shall apply to such Dispute. The Recipient may withhold
any payments subject to a Dispute; provided, that any disputed payments, to the extent ultimately determined to be payable
to the Provider, shall bear interest as set forth in Section 4.03(b).


 


SECTION 4.04. Sales Taxes. All consideration
under this Agreement is exclusive of any sales, use, excise, transfer, value-added, goods or services, or similar Tax excluding
all other Taxes, including Taxes based upon or calculated by reference to income, receipts or capital or withholding Taxes) imposed
against or on Services (“Sales Taxes”) provided hereunder, and such Sales Taxes will be added to the Fees where
applicable. Such Sales Taxes shall be separately stated on the relevant invoice to the Recipient. The Recipient shall be responsible
for any such Sales Taxes and shall remit such Sales Taxes to the Provider (and such Provider shall remit such amounts to the applicable
taxing authority); provided that (a) in the case of value-added Taxes, the Recipient shall not be obligated to pay such
Taxes unless the Provider has issued to the Recipient a valid value-added tax (“VAT”) invoice in respect thereof,
and (b) in the case of all Sales Taxes, the Recipient shall not be obligated to pay such Sales Taxes if and to the extent that
the Recipient has provided any valid exemption certificates or other applicable documentation that would eliminate or reduce the
obligation to collect and/or pay such Sales Taxes.


 


SECTION 4.05. No Offset. Except as
set forth in Section 4.03(c), no Recipient shall withhold any payments to its Provider under this Agreement in order to offset
payments due to such Recipient pursuant to this Agreement, the Separation Agreement, any Ancillary Agreement or otherwise, unless
such withholding is mutually agreed by the Parties or is provided for in the final ruling of a court having jurisdiction pursuant
to Section 11.10(c). Any required adjustment to payments due hereunder will be made as a subsequent invoice.


 


SECTION 4.06. Funding of Payroll. Payroll
checks disbursed by or at the direction of Honeywell or a member of the Honeywell Group as part of the Services shall be funded
in immediately available funds to an account as directed by Honeywell or such Group member on the day the checks are issued to
employees of the Recipient; provided that the Recipient has received 48 hours’ advance written notice of the amount
required. Direct deposit of payroll will be funded on payday (alternately referred to as the settlement date); provided
that the Recipient has received 48 hours’ advanced written notice of the amount required.


 


SECTION 4.07. Customer Receipt Payments
and Bank Account Transition Process. (a) For a period of twelve (12) months following the Distribution (“Customer
Receipt Payment Period”), in the event any payments related to trade receivables intended for the AdvanSix Group or the
Honeywell Group (the “Intended Payee”) is incorrectly received by any member of the other Group (the “Customer



    	12



    		 



    

Receipt Payee”) such Customer
Receipt Payee will, as soon as reasonably practicable, but in no event in more than 10 Business Days following receipt of such
payment, send the applicable Intended Payee through wire transfer an amount equal to the value of such payment (each, a “Customer
Receipt Payment”).


 


(b) For each Customer Receipt Payment, the
Customer Receipt Payee must provide the applicable customer(s) payment details to allow the Intended Payee to identify the customer(s)
and the related transaction(s) associated with the Customer Receipt Payment, including each customer’s name, accounts receivable
account number and payment amount. On or prior to the Distribution Date, each Party shall provide the other Party with the relevant
contact information of the persons to send this information.


 


(c) The Intended Payee will pursue corrections
to the banking details internally. If payments are not being sent to the correct bank account of the Intended Payee within thirty
(30) days following the Distribution, the Customer Receipt Payee will send a letter to the respective customer every month, informing
the customer of the need to use the correct bank account as designated by the Intended Payee. If payments continue to be incorrectly
sent for eleven (11) months after the Distribution, the Customer Receipt Payee and the Intended Payee will send a final joint letter
one month prior to the expiration of the Customer Receipt Payment Period.


 


(d) Each Party agrees to not send the other
Party any Customer Receipt Payments from customers found on the U.S. Treasury Office of Foreign Assets Control’s Specially-designated
Nationals List or from any countries with which U.S. persons are prohibited from conducting business. Each Party agrees to not
accept Customer Receipt Payments made in cash. Each Party agrees to immediately notify the other Party of any Customer Receipt
Payments falling within the scope of this Section 4.07(d) and to cooperate with the other Party in taking any action recommended
by the other Party in connection with such Customer Receipt Payments.


 


(e) All Customer Receipt Payments made by
any Customer Receipt Payee to any Intended Payee hereunder shall be made by a wire transfer of immediately available funds in U.S.
Dollars to a bank account designated in writing by the Intended Payee entitled to receive payment. Customer Receipt Payments may
be bundled or sent on a per payment basis.


 


(f) All bank fees incurred for transmitting
Customer Receipt Payments pursuant to this Section 4.07 will be paid by the Intended Payee and may be deducted from the applicable
Customer Receipt Payments sent to the Intended Payee by the Customer Receipt Payee.



    	13



    		 



    

ARTICLE
V



ACCESS AND SECURITY


 


SECTION 5.01. Access; Work Policy.


 


(a) At all times during the Term, each Party
shall provide, and shall cause its Affiliates and third parties to provide, the other Party and its Personnel reasonable ingress
to and egress from its facilities and premises, and reasonable access to its equipment and Personnel, for any purpose connected
with the delivery or receipt of Services hereunder, the exercise of any right under this Agreement or the performance of any obligations
required by this Agreement. “Personnel” shall mean, with respect to any Party, the employees, directors, officers,
agents, counsel, accountants, in-house attorneys, independent contractors and other professional consultants of (i) such Party,
(ii) the Affiliates of such Party and (iii) any third parties engaged by such Party or its Affiliates to provide a Service.


 


(b) Each Party’s Personnel shall comply
with the other Party’s safety and security regulations applicable to each specific site or facility while working at such
site or facility. Except as otherwise agreed to by the Parties, each Party’s Personnel shall observe the working hours, working
rules, and holiday schedules of the other Party while working on the premises of the other Party.


 




SECTION 5.02. Security Level; Additional
Security Measures.


 


(a) The Parties shall work together and
will render such reasonable access for review as necessary, to ensure that, when providing Services, they are each able to
maintain their current level of physical and electronic security during the Term.


 


(b) Any Provider may take physical or information
security measures that affect the manner in which Services are provided, so long as the substance or overall functionality of any
affected Services remains the same as it was prior to the Distribution Date; provided, that the Recipient shall be given
reasonable, prior written notice of any such physical or information security measures that are material.


 


(c) The Parties acknowledge that following the Spin-Off, AdvanSix will develop an enterprise resource planning (“ERP”)
system separate from and independent of Honeywell’s SAP ERP system (“AdvanSix’s ERP System”).


 



(i) If AdvanSix decides to use SAP as its ERP system, the Parties agree to install security controls during implementation to
prevent access to the other Party’s confidential information, and each shall have the option of permitting a one-time audit,
at the expense of the other Party requesting the audit, by an independent consultant identified and selected by the other Party
and reasonably acceptable to the audited Party to confirm that the controls are in place, functioning appropriately, and that the
Party audited is otherwise in compliance with the terms of this paragraph. The security controls shall be proposed by AdvanSix
and Honeywell in collaboration, and shall be reasonably agreed to by both Parties prior to implementation on Honeywell’s
SAP and AdvanSix’s ERP Systems. No later than 30 days prior to operationalization of AdvanSix’s ERP system, both Parties
shall permanently delete from their respective Systems and destroy all confidential information pertaining to the other Party,
including any digital media including such information, and, at the request and option of the other Party, provide evidence reasonably
satisfactory to the other Party that such deletion and destruction has occurred and/or allow another one-time audit by an independent
consultant identified and selected by the other Party, at the cost of the other Party requesting the audit, and reasonably acceptable
to the audited Party to confirm such deletion and destruction has occurred.


 


(ii) If AdvanSix decides to use an ERP system other than SAP, the requirements provided in (i), supra, shall apply. In
addition, AdvanSix shall identify in writing the system AdvanSix intends to use and the process and security controls AdvanSix
will implement to separate the Honeywell confidential information from the AdvanSix confidential information and ensure that Honeywell
confidential information is not included in the AdvanSix ERP System. The process proposed by AdvanSix shall be approved by Honeywell,
such approval not to be unreasonably withheld, prior to the implementation of AdvanSix’s ERP System.


 


(iii) Notwithstanding the foregoing paragraphs (i) and (ii) of this Section, if a Change of Control Transaction as defined in
Section 5.04(e) occurs, the provisions of Section 5.04(e) govern both Parties’ handling of each other’s confidential
information.


 


SECTION 5.03. Security Breaches. In
the event of a security breach that relates to the Services, the Parties shall, subject to any applicable Law, cooperate with each
other regarding the timing and manner of (a) notification to their respective customers, potential customers, employees and/or
agents concerning a breach or potential breach of security and (b) disclosures to appropriate Governmental Authorities.


 


SECTION 5.04. Systems Security. (a)
If either Party or its Personnel will be given access to any of the computer systems or software of the other Party or any party
performing the Services on its behalf (“Systems”) in connection with the performance of the Services, the accessing
Party and its Personnel shall comply with all system security policies, procedures and requirements related to the Systems (as
amended from time to time, the “Security Regulations”) in effect as of the Effective Date and of



    	14



    		 



    

which such accessing Party or its Personnel
has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such
the Party granting such access and its Personnel.


 


(b) Each Party and its Affiliates shall use
commercially reasonable efforts to ensure that only those of their respective Personnel who are specifically authorized to have
access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or
loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement
and establishing appropriate policies designed to effectively enforce such restrictions.


 


(c) If, at any time, either Party determines
that any Personnel of the other Party or its Affiliates has sought to circumvent, or has circumvented, its Security Regulations,
that any unauthorized Personnel of the other Party or its Affiliates has accessed its Systems or that any Personnel of the other
Party or its Affiliates has engaged in activities that may lead to the unauthorized access, use, destruction, alteration or loss
of data, information or software, such Party shall immediately terminate any such Personnel’s access to the Systems and immediately
notify the other Party.


 


(d) Honeywell, AdvanSix and their respective
Personnel, shall access and use only those Systems, and only such data and information within such Systems to which it has been
granted the right to access and use. Any Party shall have the right to deny the Personnel of the other Party access to such Party’s
Systems, after prior written notice and consultation with the other Party, in the event the Party reasonably believes that such
Personnel pose a security concern.


 


(e) If a Party or any of its Affiliates is a party to a Change in Control Transaction, as defined below, such Party shall promptly,
but no later than 30 days prior to the close of the Change in Control Transaction, permanently delete from its Systems and destroy
all confidential Information pertaining to the other Party or its Affiliates and, at the request and option of such Party, provide
evidence reasonably satisfactory to the other Party that such deletion and destruction has occurred and/or allow an audit by an
independent consultant identified and selected by the other Party and reasonably acceptable to the Party to confirm such deletion
and destruction has occurred. As used herein, a “Change in Control Transaction” means (i) the acquisition (whether
by merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution, equity investment,
joint venture or otherwise) by any person or group (or the shareholders of any person) of more than 50% of the assets of a Party
and its subsidiaries, taken as a whole (based on the fair market value thereof), or assets comprising 50% or more of the consolidated
revenues or EBITDA of a Party and its subsidiaries, taken as a whole, including in any such case through the acquisition of one
or more subsidiaries of a Party or (ii) acquisition in any manner (including through a tender offer or exchange offer) by any person
or group (or the shareholders of any person) of more than 50% of a Party’s equity securities.


 


SECTION 5.05. Records and Inspection Rights. During the term of this Agreement and for seven (7) years thereafter or in accordance with their respective corporate records
retention policies, whichever is longer, each Party agrees to maintain accurate records arising from or related to any Service
provided hereunder, including accounting records and documentation produced in connection with the provision of any Service. Upon
reasonable written notice from a Recipient, the applicable Provider shall



    	15



    		 



    

make available to such Recipient or its Personnel
(i) at such Recipient’s sole expense, reasonable access to or, at such Provider’s expense, copies of, the records with
respect to such Service during regular business hours, and (ii) electronic copies of any such records (to the extent such records
have not been migrated to the Recipient), in which case the Recipient shall reimburse the Provider for reasonable out-of-pocket
expenses incurred in providing the Recipient with any such electronic records.


 


ARTICLE
VI



CONFIDENTIALITY


 


SECTION 6.01. Confidential Information.
Each Party hereby acknowledges that confidential Information of such Party or members of its Group may be exposed to the Personnel
of the other Party or its Group as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself
and its Affiliates, that such Party’s obligation to use and keep confidential such Information of the other Party or its
Group shall be governed by Sections 7.01(c) and 7.08 of the Separation Agreement.


 


ARTICLE
VII



INTELLECTUAL PROPERTY AND DATA


 


SECTION 7.01. Ownership of Data and Intellectual
Property. (a) Each Party shall own all data and information (i) provided by it to the other Party in connection with its receipt
of Services or (ii) created by or for the other Party solely on behalf of it in relation to the provision of Services (collectively,
“Service Receiver Data”).


 


(b) Upon the request of the Recipient, and
at Recipient’s expense, any Service Receiver Data in possession of a Provider shall be promptly provided to the Recipient
in the format in which such Provider maintains such data as of the time of such request; provided that the Provider may
retain the relevant Service Receiver Data and provide a copy thereof to the Recipient: (i) if necessary for such Provider to continue
to provide the Services during the Term; or (ii) if such Provider is unable to delete the Service Receiver Data from its archives
using commercially reasonable efforts.


 


(c) All other data, information and Intellectual
Property provided by each Party (including its Affiliates) and their respective licensors and information, content and software
providers in connection with performance of the Services shall remain the property of such Party (or its Affiliates). Each Party
hereby grants to the other Party and to its Affiliates and any third parties providing Services under this Agreement a nonexclusive,
nontransferable, world-wide, royalty-free license, for the term of this Agreement, to use the Intellectual Property owned by the
granting Party solely to the extent strictly necessary for the other Party to perform its obligations under, and for the granting
Party to receive and use the Services as contemplated by, this Agreement, only to the extent of the interest held by the granting
Party or its Affiliates.



    	16



    		 



    

(d) Subject to the terms of the Separation
Agreement, each Provider acknowledges and agrees that it will acquire no right, title or interest (including any license rights
or rights of use) to any work product resulting from the provision of Services hereunder for the Recipient’s exclusive use
and such work product shall remain the exclusive property of the Recipient. To the extent title to any such work product vests
in the Provider by operation of Law, each Party hereby assigns (and shall cause any such other Provider to assign) to the relevant
Recipient all right, title and interest in and to such work product, and the Provider shall provide such assistance and execute
such documents as the Recipient may reasonably request to assign to such Recipient all right, title and interest in and to such
work product. Each Recipient acknowledges and agrees that it will acquire no right, title or interest (other than a non-exclusive,
perpetual worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Recipient’s
exclusive use and such work product shall remain the exclusive property of the Provider.


 


ARTICLE
VIII



LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES


 


SECTION 8.01. Limitation of Liabilities. (a) No Party or any of its Affiliates shall be liable (including any liability for the acts and omissions of its employees,
agents and sub-contractors) to another Party or its Affiliates for Liabilities in connection with performing Services under this
Agreement except with respect to direct damages arising out of such Party’s willful misconduct or gross negligence; provided
that the foregoing limitation shall not apply to a Party’s breach of its obligations pursuant to Article IV or Article VI
or to payments in respect of costs or expenses of third party service providers to the extent expressly provided in Section 1.04(b).


 


(b) Notwithstanding any other provision of
this Agreement, no Party or any of its Affiliates shall be liable for any consequential, indirect or punitive damages or any damages
that are not reasonably foreseeable or are speculative or remote, unless, in each case, such damages are recovered by a third party
in a Third-Party Claim under Section 9.01 or Section 9.02 pursuant to an order entered against the indemnified Party or its Affiliates.


 


(c) Notwithstanding anything to the contrary
in this Agreement, no Party or its Affiliates shall be liable for Liabilities incurred by the other Party or its Affiliates for
any action taken or omitted to be taken by such first Party or its Affiliates under or in connection with this Agreement to the
extent such action or omission arises from actions taken or omitted to be taken by, or the gross negligence or willful misconduct
of, the other Party or its Affiliates or any authorized Personnel of the other Party or its Affiliates.


 


(d) Without limiting the rights under Section
11.10(d), in no event shall any Provider or its Affiliates be liable pursuant to Section 9.01 hereof for Liabilities in excess
of the actual amounts payable by any Recipients or their Affiliates in connection with the Services provided hereunder plus an
amount equal to the amount, if any, of any Insurance Proceeds or Third-Party Proceeds that are actually received by such Provider
in



    	17



    		 



    

accordance with Section 6.04 of the Separation
Agreement, which shall apply, mutatis mutandis, herein.


 


SECTION 8.02. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS
OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT,
INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT
OF ANY SOFTWARE OR HARDWARE PROVIDED HEREUNDER, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE
USAGE. NEITHER PARTY, AS A PROVIDER, MAKES ANY REPRESENTATION OR WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.


 


ARTICLE
IX

INDEMNIFICATION


 


SECTION 9.01. Indemnification by the Provider. Subject to the terms of Article VIII and this Article IX, from and after the Distribution Date.


 


(a) AdvanSix in its capacity as a Provider
and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend and hold harmless the Honeywell
Indemnitees from and against any and all Liabilities arising from or in connection with the willful misconduct or gross negligence
of AdvanSix or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.


 


(b) Honeywell in its capacity as a Provider
and on behalf of each member of its Group in its capacity as a Provider, shall indemnify, defend and hold harmless the AdvanSix
Indemnitees from and against any and all Liabilities arising from or in connection with the willful misconduct or gross negligence
of Honeywell or any member of its Group, in their capacity as a Provider, in connection with the provision of the Services.


 


SECTION 9.02. Indemnification by the Recipient.
Subject to the terms of Article VIII and this Article IX, from and after the Distribution Date,


 


(a) AdvanSix in its capacity as a Recipient
and on behalf of each member of its Group in its capacity as a Recipient, shall indemnify, defend and hold harmless the Honeywell
Indemnitees from and against any and all Liabilities arising from or in connection with or by reason of this Agreement or any Services
provided by a member of the Honeywell Group hereunder except to the extent such Liabilities arise out of or in connection with
the willful misconduct or gross negligence of Honeywell or any member of its Group, in their capacity as a Provider, in connection
with the provision of the Services.



    	18



    		 



    

(b) Honeywell in its capacity as a Recipient
and on behalf of each member of its Group in its capacity as a Recipient, shall indemnify, defend and hold harmless the AdvanSix
Indemnitees from and against any and all Liabilities arising from or in connection with or by reason of this Agreement or any Services
provided by a member of the AdvanSix Group hereunder except to the extent such Liabilities arise out of or in connection with the
willful misconduct or gross negligence of AdvanSix or any member of its Group, in their capacity as a Provider, in connection with
the provision of the Services.


 


SECTION 9.03. Exclusive Remedies; Procedures. Without limiting the rights under Section 11.10(d), the remedies and indemnities expressly provided in Section 1.04(b) (with
respect to payment of costs associated with replacement services), Article VIII and this Article IX of this Agreement shall be
the sole and exclusive remedies of the Provider and its Affiliates and the Recipient and its Affiliates, as applicable, for any
Liabilities of any kind or nature (including any diminution in value) regardless of the form of action through which such damages
are sought (e.g., contract, warranty, tort (including negligence and strict liability) or otherwise) arising out of, in
connection with or under this Agreement, or in respect of the Services or actions taken by, or omissions of, any Party in connection
with the transactions contemplated hereby. The indemnification procedures in Section 6.05 of the Separation Agreement shall apply,
mutatis mutandis, to any indemnification claim made under this Agreement.


 


ARTICLE
X

TERM AND TERMINATION


 


SECTION 10.01. Term of Agreement. (a)
Unless the Parties otherwise agree in writing, the term of this Agreement shall become effective on the Effective Date and shall
remain in force until the earlier of (a) termination or expiration of all of the respective Terms and (b) termination in accordance
with Section 10.02(a). “Term” shall mean, with respect to each of the Services or the license granted under
Article II, the period of time beginning on the Effective Date and expiring on the date set forth in the applicable Schedule (it
being understood that if such expiration date falls on any date other than the last day of the applicable month, the Recipient
shall pay the Provider for the Services on a pro-rata basis with respect to such month), unless earlier terminated pursuant to
Section 10.02(b). Notwithstanding anything to the contrary contained herein, if the Separation Agreement shall be terminated in
accordance with its terms, this Agreement shall be automatically terminated and void ab initio with no further action by
the Parties and shall be of no further force or effect. The obligation of any Party to make a payment for Services previously rendered
shall not be affected by the expiration of the Term and shall continue until full payment is made.


 


(b) Notwithstanding Section 10.01(a), if
a Provider does not complete any Project Work before the expiration of the Term, such Provider shall be required to continue the
Project Work until its completion pursuant to the terms of Section 1.06.


 


SECTION 10.02. Termination. (a) Termination
by Honeywell Group or AdvanSix. This Agreement may be terminated by either Party (the “Terminating Party”)



    	19



    		 



    

upon written notice to the other Party (which
notice, in case of material breach, shall specify the basis for such claim for breach of this Agreement), if:


 


(i) the other Party materially breaches
this Agreement, the period for resolution of the Dispute relating to such breach set forth in Section 11.10(a) and (b) has expired
and such breach is not cured, to the reasonable satisfaction of the Terminating Party, within thirty (30) days of written notice
thereof; or


 


(ii) the other Party makes a general
assignment for the benefit of creditors or becomes insolvent, or a receiver is appointed for, or a court approves reorganization
or arrangement proceedings on, such Party.


 


(b) Partial Termination. Except as
otherwise described in the Schedules hereto, any Recipient may, on thirty (30) days’ written notice to the applicable Provider,
terminate its receipt of any Service; provided, however, that the Recipient shall continue to pay the Fees in respect
of such Service for up to sixty (60) days after delivery of such written notice to the extent the Provider is unable to terminate
third party commitments in respect of such Service without penalty prior to such date. Any termination notice delivered by the
Recipient shall specify in detail the Service or Services to be terminated, and the effective date of such termination. Effective
upon the termination of such Service, an appropriate reduction will be made in the aggregate Fees charged to the Recipient (on
a pro rata basis for terminations occurring during the middle of any monthly period, except to the extent that such Services require
the Provider to make expenditures on a per month basis (in which case the reduction will be applied beginning from the following
month)).


 


SECTION 10.03. Effect of Termination. In the event that this Agreement is terminated for any reason:


 


(a) Each Party agrees and acknowledges that
the obligations of each Party to provide the Services, or to cause the Services to be provided, hereunder shall immediately cease.
Upon cessation of the Provider’s obligation to provide any Service, the Recipient shall stop using, directly or indirectly,
such Service.


 


(b) Upon request, each Party shall, and shall
cause its Affiliates to, return to the other Party all tangible personal property and books, records or files owned by such other
Party or its Affiliates and third parties and used in connection with the provision of Services that are in their possession as
of the termination date.


 


(c) The following matters shall survive the
termination of this Agreement, including the rights and obligations of each Party thereunder, in addition to any claim for breach
arising prior to termination: Section 2.03, Section 2.08, Article IV, Section 5.05, Article VI, Article VII, Article VIII, Article
IX, the last sentence of Section 10.01(a), Section 10.01(b), this Section 10.03 and Article XI (other than Section 11.12).



    	20



    		 



    

ARTICLE
XI

MISCELLANEOUS


 


SECTION 11.01. Notices. All notices,
requests, claims, demands and other communications under this Agreement shall be in writing and shall be provided in the manner
set forth in the Separation Agreement.


 


SECTION 11.02. Severability. If any
provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction
to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances
or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect
and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to either Party. Upon any such determination, any such provision,
to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines
is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.


 


SECTION 11.03. Entire Agreement; Conflict
with Separation Agreement. (b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices,
Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof
and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with
respect to such subject matter, and there are no agreements or understandings between the Parties with respect to the subject matter
hereof other than those set forth or referred to herein or therein. The Parties agree that, in the event of a conflict between
the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement
shall govern.


 


SECTION 11.04. Waivers. No failure
or delay of any Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance
of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise
of any other right or power. Waiver by any Party of any default by the other Party of any provision of this Agreement shall not
be deemed a waiver by the waiving Party of any subsequent or other default.


 


SECTION 11.05. Third Party Rights.
Except for the indemnification rights under this Agreement of any Honeywell Indemnitee or AdvanSix Indemnitee in their respective
capacities as such, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended
to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries
of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause
of action or other right in excess of those existing without reference to this Agreement.



    	21



    		 



    

SECTION 11.06. Assignability. This
Agreement shall be assignable, in whole or in part, in accordance with the terms of Section 12.03 of the Separation Agreement.


 


SECTION 11.07. Binding Effect. This
Agreement shall be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the Parties
hereto.


 


SECTION 11.08. Schedules. All Schedules
attached hereto are incorporated herein and expressly made a part of this Agreement as though completely set forth herein. All
references to this Agreement herein or in any of the Schedules shall be deemed to refer to this entire Agreement, including all
Schedules.


 


SECTION 11.09. Governing Law. This
Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that
might otherwise govern under applicable principles of conflicts of Laws thereof.


 


SECTION 11.10. Dispute Resolution
(a) In the event of any dispute, controversy or claim (a “Dispute”) arising out of or relating to this Agreement
(other than any Sections of this Agreement that contain their own dispute resolution mechanics, to which this Section 11.10 shall
not apply), the Service Coordinators shall meet (by telephone or in person) no later than five (5) business days after receipt
of notice by a Party of a request for resolution of a Dispute. The Service Coordinators shall enter into negotiations aimed at
resolving any such Dispute. If the Service Coordinators are unable to reach a mutually satisfactory resolution of the Dispute within
ten (10) business days after receipt of notice of the Dispute, the Dispute shall be referred to an Executive Committee comprised
of specified transition leaders (the “Executive Committee”) from Honeywell and AdvanSix. On or prior to the
Distribution Date, each Party shall provide the other Party with the name and relevant contact information for its respective initial
Executive Committee member, and either Party may replace its Executive Committee members at any time with other members of similar
seniority by providing written notice in accordance with Section 11.01. The Executive Committee will meet (by telephone or in person)
during the next ten (10) business days and attempt to resolve the Dispute. In the event that the Executive Committee is unable
to resolve the Dispute, then the Parties shall retain all rights with respect to remedies hereunder.


 


(b) If Honeywell and AdvanSix fail to resolve
a Dispute within the periods provided under Section 11.10(a), such dispute shall, at the request of either Party hereto (a “Mediation
Request”), be submitted to non-binding mediation in accordance with the then current Model Procedure for Mediation of
the CPR Institute for Dispute Resolution (“CPR”), except as modified herein. The mediation shall be held in
New York, New York. The Parties shall have 20 days from receipt by a Party of a Mediation Request to agree on a mediator. If no
mediator has been agreed upon by the Parties within 20 days of receipt by a Party (or Parties) of a Mediation Request, then any
Party may request (on written notice to the other Parties), that the CPR appoint a mediator in accordance with the Procedure. All
mediation pursuant to this clause shall be confidential and shall be treated



    	22



    		 



    

as compromise and settlement negotiations,
and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any
subsequent proceedings. No Party hereto shall disclose or permit the disclosure of any information about the evidence adduced or
the documents produced by the other Parties in the mediation proceedings or about the existence, contents or results of the mediation
without the prior written consent of such other Parties except in the course of a judicial or regulatory proceeding or as may be
required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the
preceding sentence, the Party intending to make such disclosure shall give the other Parties reasonable written notice of the intended
disclosure and afford the other Parties a reasonable opportunity to protect its interests. If the Dispute has not been resolved
within 60 days of the appointment of a Mediator, or within 90 days of receipt by a Party of a Mediation Request (whichever occurs
sooner), or within such longer period as the Parties may agree to in writing, then any Party may file an action on the Dispute
in any court having jurisdiction in accordance with Section 11.10(c).


 


(c) Each Party irrevocably consents to the
exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County
and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or
disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related
to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.
Each of AdvanSix and Honeywell hereby agrees that service of any process, summons, notice or document by U.S. registered mail to
its respective address set forth in Section 11.01, shall be effective service of process for any litigation brought against it
in any such court. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY
IN CONNECTION WITH ANY LITIGATION ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE SERVICES OR THE TRANSACTION CONTEMPLATED
HEREBY.


 


(d) Notwithstanding anything herein to the
contrary, in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this
Agreement, the affected Party shall have the right to specific performance and injunctive or other equitable relief of its rights
under this Agreement, in addition to any and all other rights and remedies at Law or in equity, and all such rights and remedies
shall be cumulative. The other Party shall not oppose the granting of such relief on the basis that money damages are an adequate
remedy. The Parties agree that the remedies at Law for any breach or threatened breach hereof, including monetary damages, are
inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at Law would be
adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived.


 


SECTION 11.11. Construction. The rules
of interpretation set forth in Section 12.14 of the Separation Agreement are incorporated by reference into this Agreement, mutatis
mutandis.



    	23



    		 



    

SECTION 11.12. Counterparts. This
Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement,
and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This
Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.


 


SECTION 11.13. Relationship of the Parties.
Expect as specifically provided herein, neither Party shall act or represent or hold itself out as having authority to act as an
agent or partner of the other Party or in any way bind or commit the other Party to any obligations or agreement. Nothing contained
in this Agreement shall be construed as creating a partnership, joint venture, agency, trust, fiduciary relationship or other association
of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. The Parties’
respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein
on the terms and conditions set forth herein.


 


SECTION 11.14. Further Assurances. From
time to time after the date hereof, without further consideration, each Party shall execute and deliver such formal license agreements
as another Party may reasonably request to evidence any license provided for herein or contemplated hereby.


 


Signature Page Follows



    	24



    		 



    

IN WITNESS WHEREOF, the Parties have caused
this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.


 


	 	ADVANSIX inc.,
	 	 
	 	by
	 	 	  /s/ Erin N. Kane
	 	 	  Name: Erin N. Kane
	 	 	  Title: President and Chief Executive Officer
	 	 	 
	 	honeywell international inc.,
	 	 
	 	by
	 	 	  /s/ Jeffrey N. Neuman
	 	 	  Name: Jeffrey N. Neuman
	 	 	  Title: Vice President, Corporate Secretary and 

  Deputy General Counsel
	 	 	 





    	 



    		 



    

Schedule A


 


Transition Services to be Provided
by Honeywell


 


	1.	Enterprise IT Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	Each Honeywell Enterprise IT Service will be provided for up to 24 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any licensing and/or other restrictions, imposed on Honeywell by software vendors, and all of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.
	 	 	 
	 	 	Notwithstanding anything to the contrary contained in this Agreement, or any of the Schedules attached hereto, in the event Recipient desires to copy any or all of Provider’s software, including, but not limited to upgrades, that are embedded in the transition services environment (including, but not limited to, SAP, BW, APO, Meridum, Toller Portal, Stature, Kronos, and Accolade) (the “Provider Software”) for use in Recipient’s permanent stand-alone environment prior to, or after, the expiration of the applicable Term, Recipient shall give Provider at least thirty (30) days’ prior written notice of such, which shall be given no later than thirty (30) days before the expiration of the Term (the “Use Notice”). The Use Notice shall identify which
    items and upgraded functionality of the Provider Software that Recipient desires to use in its permanent stand-alone environment.
	 	 	 
	 	 	During such 30-day period, Recipient and Provider will negotiate in good faith the amount of the use payment Recipient shall pay Provider for Recipient’s copying and use of the Provider Software in Recipient’s permanent stand-alone




    	S-1



    		 



    

	 	 	environment, as identified in the Use Notice (the “Use Payment”). Use Payment shall be determined in accordance with the practice prevailing pre-spin and reflect proportional remaining depreciation expense at the time of Use Notice on Providers’ balance sheet. Recipient shall pay Provider the Use Payment prior to Recipient copying or using any portion of the Provider Software in Recipient’s permanent stand-alone environment. Additionally, Recipient will continue to pay the monthly charges described herein relating to the Provider Software, and be entitled to receive the related support and services described herein, until the earlier of: (A) the expiration of the Term, at which time Recipient may no longer use any portion of the Provider Software, including, but not limited to, use in its permanent stand-alone environment, nor shall Recipient continue to receive services or support in connection thereto, and (B) Provider and Recipient mutually agreeing in writing the amount of the Use Payment for the Provider Software described in the Use Notice, and such amount is paid to Provider.
	 	 	 
	 	 	Upon Provider’s receipt of the Use Payment, (1) Provider will deliver to Recipient a digital media copy of the Provider Software including desired upgraded functionality described in the Use Notice, and (2) upon such delivery, Provider will not be required to provide services or support in connection with the Provider Software, nor shall Provider be liable for any damages whatsoever relating to the Provider Software or Recipient’s copying or use of the Provider Software in Recipient’s permanent stand-alone environment.


 


Description of Enterprise IT Services:


 


1. Application Hosting (AH) Backup:
Administration of backup systems for the server environment. Major activities include supervision and technical support of the
external device.


 


2. AH Backup – Core:
Administration of disk storage space outside of the server environment. Major activities include supervision and technical support
of the external device.


 


3. AH Cloud: Consumption
of metered cloud usage outside of Provider’s environment. Major activities include data consumed, supervision and technical
support of the external cloud usage.


 


4. AH Cloud – Connected Platform
– Core: Consumption of metered cloud usage outside of the Honeywell environment. Major activities include data consumed,
supervision and technical support of the external cloud usage.


 


5. AH Hardware Lease: Payment
of lease costs of AH hardware such as server, enterprise computing appliance and workstation.


 


6. AH Hardware Maintenance:
Administration of AH hardware maintenance by outsourced suppliers. Major activities include supervision and technical support.


 


7. AH IAM – Core: All
support services required to manage day to day operations for LDAP and Active Directory accounts in a network environment. These
services include, but are not necessary limited to, the following: account maintenance, directory synchronization, storage and
maintenance.


 


8. AH IMAC: Functions performed
by outsourced suppliers for standard or non-standard activity to either install, move, add or change equipment for a Provider project
request.



    	S-2



    		 



    

9. AH Other: Administration
of service requests requiring resource usage (specifically with respect to time and materials) for AH out of warranty by the outsource
supplier. Administration of the distributed computing functions not addressed in previous categories by the outsource suppliers
including software license renewals. Major activities include supervision, technical support, actual software license renewal,
user account administration, account maintenance, access controls and management of profiles.


 


10. AH SAP Basis Support:
Administration of the SAP function by the outsourced third party supplier. Major activities include supervision and technical support.


 


11. AH Shared Hosting: Administration
of shared server and data base functions by the outsourced third party supplier. Major activities include supervision and technical
support.


 


12. AH Software Maintenance:
Payment of costs for license administration and maintenance of AH software by outsourced suppliers. Major activities include supervision,
licensing and technical support.


 


13. AH Storage: Administration
of AH storage by the outsource supplier.


 


14. AH Storage – GFS Core:
Administration of AH storage, GFS core, by the outsource supplier.


 


15. AH Storage – Storage Core:
Administration of storage, storage core by the outsource supplier.


 


16. AH Support: Functions
performed by the outsourced supplier for service and labor of server and workstation services. Major activities include supervision
and technical support.


 


17. Communication Services (CS) Collaboration
Support: Microsoft Exchange and Active Directory support.


 


18. CS EVAN: Administration
of the WAN router and LAN services router network function necessary to connect each site to the network by the outsource supplier.
Major activities include supervision and technical support.


 


19. CS Hardware Lease: Payment
of lease costs of AH hardware such as server, enterprise computing appliance and workstation.


 


20. CS Hardware Maintenance:
Administration of AH hardware maintenance by outsourced suppliers. Major activities include supervision and technical support.


 


21. CS LEC: Administration
of the local phone service. Major activities include supervision and technical support.


 


22. CS Long Distance: Administration
of the long distance function by the outsource supplier. Major activities include supervision and technical support.


 


23. CS MACD: Perform functions
by outsourced suppliers for standard or non-standard activity to either install, move, add or change equipment for a Provider project
request


 


24. CS Other: Administration
of the telecom functions not addressed in previous CS categories by the outsource suppliers. Major activities include supervision,
technical support, user account administration, account maintenance, access controls and management of profiles


 


25. CS Wireless LAN – Core:
Administration of the wireless access, gateway, or function by the outsource supplier. Major activities include supervision, customer
support, gateway administration, and technical support.



    	S-3



    		 



    

26. DT Desktop Support: Management
and technical support for active desktop assets provided by outsource supplier.


 


27. DT Hardware Lease: Payment
of costs for desktop and laptop leases, peripherals, early terms and buyouts.


 


28. DT Printer Services:
Administration of print device leases, cost per copy, labor, early terms and buyouts. Major activities include management and technical
support.


 


29. HD Helpdesk Calls: Administration
of the helpdesk function by the outsource supplier. Major activities include supervision and technical support.


 


30. HD Helpdesk Calls – Core:
Administration of the helpdesk function by the outsource supplier. Major activities include supervision and technical support.


 


31. Provider Connected Person:
Provide all support services required to manage day to day operations for each connected person in a network environment. These
services include, but are not necessary limited to, the following: LDAP and active directory account maintenance, directory synchronization,
storage and maintenance; mail and messaging; Lync communication, account maintenance, directory synchronization, storage and maintenance.


 


32. Security Other – DLP Core:
Administration of the information technology security functions not addressed in previous categories by outsourced suppliers. Major
activities include supervision, technical support, user account administration, account maintenance, access controls and management.


 


33. Security Other – Firewall
Core: Administration of the information technology security functions not addressed in previous categories by outsourced
suppliers. Major activities include supervision, technical support, user account administration, account maintenance, access controls
and management.


 


34. SS Cellular: Administration
of the cellular function by the outsource supplier. Major activities include supervision and technical support.


 


35. SS PDA Administration
of the remote access across functional PDA/MDM operations function by the outsource suppliers. Major activities include supervision,
account maintenance and technical support


 


36. SAP, BW, Non-ERP Support:
Application support with third-party supplier. Administration of the intellectual technology support for Enterprise Resource Planning
(ERP) applications including Level 2 (L2) and Level 3 (L3) break/fix, technical support, user account administration, account maintenance,
access controls and management.


 


37. SAP, BW, Optivision, Meridium
Applications Support – Clone Addition: Application support with 3rd party supplier. Administration of the intellectual
technology support for non-ERP applications including L2 and L3 break/fix, technical support, user account administration, account
maintenance, access controls and management. This Service is in connection with the additional clone solution.


 


38. SAP, BW, Optivision, Meridium
Infrastructure Support – Clone Addition: Payment of additional infrastructure costs, including SAP Basis, on-going
support and other hardware related maintenance and support charges for SAP, BW and Optivision applications, subject to Provider’s
reasonable discretion.


 


39. SAP and Oracle L&M:
Payment of license and maintenance (L&M) costs that are charged to the Strategic Business Unit via Provider.


 


40. Non-ERP Applications L&M:
Payment of L&M costs in connection with third party vendors.



    	S-4



    		 



    

41. Site Support: Support
for on-site activities through the outsourced on-site technical enterprise support provider (ESUP), RL Canning, consistent with
the ESUP RL Canning support model.


 


42. Technical Support from PMT Service
Delivery: Support from Provider’s Service Delivery (SD) staff, generally consistent with support Recipient receives
as of the Distribution Date.


 


43. Depreciation of Software Assets:
Payment of depreciation costs relating to software assets associated with major applications which will be used by Recipient during
the Term.


 


44. ERP (O2C, P2P, SIOP, Financials,
EH&S, PM, PS) Applications (including SAP, APO-DP, SAP PI, HP QC, Autosys, Elemica, Specification Database, SDS, DG, GLM, REACH,
TSCA CDR, OSHA RMP, DHS CFATS, EHS, MSDS, Web Interface), ERP Analytics Applications (including SAP BW HANA, SAP Business Objects,
SAP BEX): Management and administration of applications including necessary updates for regulatory and statutory compliance,
security, subject matter expertise. Travel and Expenses (T&E) will be charged back to Recipient as required and incurred by
Provider.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


45. Commercial and Digital Customer
Applications (including Salesforce.com, Marketing Websites on Rackspace, ROSI mobile app, Easy Maintenance mobile app, JDET Pricing
Analysis DB): Management and administration of applications including necessary updates for regulatory and statutory compliance,
security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


46. EH&S Applications Non-SAP
(including 3E Ariel, IHS Essentials 7.5 Suite, Impact ERM, PAIR (Sharepoint CAPA Site), IHS Stature, OHM, LeakDas, TIPP, Safer
Trace, Safer Realtime, Chemical Lookup Tool): Management and administration of applications including necessary updates
for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required
and incurred by Provider.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


47. Manufacturing and Engineering
Non-SAP Applications (including Accolade, Aspen, Autodesk Suite (ACAD Mechanical, Inventor, Navisworks, Robot), Integraph suite
(ICAS, InTools, PVElite, CADWorx, Tank, Caesar2, SmartPlant, MathCAD), Chemdoodle, ChemDraw, CHF Packout, MESF, Lactam Tracker,
EMOC, Hopewell SQL LIMS 5.1, Chestefield SQL LIMS 5.1, Frankford SQL LIMS 5.1, Hopewell COA, LIMSLINK, BlueCielo Meridian, Meridium,
NWA Quality Analyst, Pipeflo, PRVSuite, Unisim Design R410, Railcar Tracking, Railtrac, Yardmaster, Weighmaster, ITS Mobile (SAP),
Vendor Qualification system, Apollo RCCA, Vocollect, ADCA, Optivision): Management and administration of applications including
necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to
Recipient as required and incurred by Provider.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.



    	S-5



    		 



    

48. Time and Attendance Applications
(including Kronos): Management and administration of applications including necessary updates for regulatory and statutory
compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


49. Trade Compliance Applications
(Amber Road): Management and administration of applications including necessary updates for regulatory and statutory compliance,
security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


50. Financial Reporting Applications
(HFM) Licenses: Management and administration of applications including necessary updates for regulatory and statutory
compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.
Support will be provided by Provider and corporate vendors.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


51. Environment, Health and Safety
Applications (including ETS): Management and administration of applications including necessary updates for regulatory
and statutory compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred
by Provider. Support will be provided by Provider and corporate vendors.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


52. Procure to Pay Applications (including
Dolphin, KOFAX, pCards): Management and administration of applications including necessary updates for regulatory and statutory
compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.
Support will be provided by Provider and corporate vendors.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


53. Order to Cash Applications (including
Autobank, FCSM): Management and administration of applications including necessary updates for regulatory and statutory
compliance, security, subject matter expertise. T&E will be charged back to Recipient as required and incurred by Provider.
Support will be provided by Provider and corporate vendors.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


54. Financial and Tax Applications
(including SAP Global Risk and Compliance, CCH Tax Research, HFM Flex, Reuters, VAT T&E, e-Rec): Management and administration
of applications including necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E
will be charged back to Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.



    	S-6



    		 



    

*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


55. Knowledge Management Applications
(including Documentum, Sharepoint, Nintex Forms and Workflow): Management and administration of applications including
necessary updates for regulatory and statutory compliance, security, subject matter expertise. T&E will be charged back to
Recipient as required and incurred by Provider. Support will be provided by Provider and corporate vendors.


 


*Note: The Term and the limits of
this Service is limited to licensing and/or other restrictions imposed on Provider by software vendors.


 


56. Warranty Support: For
a period of 3 months following the Distribution Date, Provider will provide incremental warranty support staffing, in addition
to the steady state transitional service level support, for the following applications: SAP ERP, SAP APO, Amber Road Trade Automation,
EDI (Elemica), SAP Business Warehouse, HFM, and Manufacturing and Technology Systems (ADCA, Packout, EMOC, Kronos, LIMS, COA, Meridum,
NWA Quality Analyst, EAS). The charges for such services, as described in Annex 1, are subject to bi-weekly revision based on Provider’s
and Recipient’s mutual agreement regarding resourcing commitments.


 


57. Recipient Infrastructure Costs:
Payment of Recipient’s direct infrastructure pass-thorough costs that are based on employee identification (EID) consumption,
including desktop, mobile, printer and other EID based services.


 


	2.	Human Resources / Labor Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Human Resources / Labor Services will be provided for up to 6 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.




    	S-7



    		 



    

Description of Human Resources / Labor Services:


 


1. Payroll: Support in transferring
payroll data from Provider to Recipient, process Recipient’s payroll for weekly and bi-weekly paychecks, including the delivery
of such paychecks to Recipient’s employees, W-2 creation and access through March 31, 2017, provide Recipient’s employees
with 800 phone number support relating to payroll, paychecks and deductions, access to live CSA support during service center hours,
and provide appropriate and reasonable payroll reporting support until such time Recipient engages a third party payroll provider
to provide such services. Additionally, Provider will provide payroll data to support the transitions contemplated by this Agreement
and Recipient’s future provider of payroll services.


 


2. Healthcare & Welfare Programs:
For a period of 3 months beginning on the Distribution Date, Provider will provide Recipient’s employees with continued healthcare,
inclusive of vision, dental, short term disability, long term disability, and family and medical leave coverage, including HSA/FSA
administration, and call center support. Recipient’s employees will have the ability to view and access health, dental and
vision coverage, deductible and out of pocket maximum continuation. Provider will administer support for all of Recipient’s
employees who are covered immediately prior to the Distribution Date by Provider’s existing health, welfare and benefits
programs and services through Provider’s existing call center and My Benefits resources. Recipient’s employees will
be transitioned to Cigna with regard to health and welfare programs to allow both (A) family and medical leave, and (B) short term
disability claims and tracking, with payments issued for short term disability.


 


3. Peoplesoft: Use of Provider’s
Peoplesoft system to store Recipient’s employee and job records, with Recipient having the ability to make queries and retrieve
data and reports from Provider’s Peoplesoft system as they relate to Recipient’s employees. Provider will ensure that
the US payroll module is available during the Term. Additionally, Provider will maintain data flow to downstream systems, as reasonably
required by Recipient; provided however, data maintenance will not be covered by this Service. Further, Provider will provide Recipient
with access to HR Direct, to provide current employee view and self-service capability via HR Direct to Recipient’s employees,
with Provider to ensure data changes take effect in Peoplesoft. Recipient will have the ability to update personal employee information
in HR Direct; however, Recipient will not have the ability to use the Manager View or HRG View capabilities to perform any transactions.
With regard to any Peopesoft queries that Recipient requires to be created, Provider will build such queries and develop and apply
security for such queries; provided, however, Recipient must provide Provider with definitive descriptions of what population may
access such queries (both public and private). Provider will support the onboarding process, which will programmatically send applicant
data to Peopesoft for entry or update, or Provider will manually enter such data on behalf of Recipient. Provider, in its sole
discretion, may allow certain of Recipient’s users to perform their own data entry into Peoplesoft for certain of Recipient’s
populations, or Provider, in its sole discretion, may allow such of Recipient’s users to submit Smart Forms to the Provider’s
Human Resources Data Administration mailbox to process with Peoplesoft. Provider and Recipient acknowledge and agree that joint
transition project(s) will be required.


 


*Note: Peoplesoft and Provider will
have access to all of Recipient’s and Recipient’s employees’ data on Peoplesoft.


 


4. Learning Hub Access: Access
to Learning Hub for Recipient’s employees, who may self-enroll or be assigned, with all of Recipient’s employee’s
Learning Hub records to be stored with Provider’s Learning Hub vendor, SuccessFactors(SAP); provided, however, Recipient
may obtain such records, subject to Learning Hub’s terms and conditions. Additionally, Peoplesoft will direct Recipient’s
employees to Learning Hub for use consistent with Provider’s past practices.



    	S-8



    		 



    

5. Payroll Tax Services:
Provide standard payroll tax services during the Term, including periodic, quarterly and year-end tax reporting.


 


	3.	Financial Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Financial Services will be provided for up to 12 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.


 


Description of Financial Services:


 


1. Travel & Expense Processing
– Travel and expense processing services consistent with those provided to Recipient prior to the Distribution Date,
including corporate card services, travel and expense Help Desk services. Provider will also provide expense management support.


 


2. Customer-to-Cash Services
– Services in connection with new account set-up and approvals, credit review of new customers, Order release and approvals,
schedule of executive approval updates, collection of cash from customers, dispute management and escalation, reporting and forecasting
of cash. Review credit and debit memos, identify/offset items as required, Statements are provided upon request to Customers for
balancing and reconciliation purposes; Customer Orders that go on Credit Hold are reviewed for credit release. Investigate credit
holds; negotiate/follow up with customers for payment. Work with the Customer Service and commercial team as required; Identify
and contact Customers regarding past due accounts; Provide support and reporting to resolve all bankruptcy and other bad debt customer
issues; Use commercially reasonable efforts to support all reasonable requests related to audits, including providing copies of
invoices, proof of cash receipts and proof of receipt of payment and closing of specific invoices as long as Seller has access
to those documents at Buyer’s locations.


 


3. Procure-to-Pay Services:
Procure-to-pay services consistent with those provided to Recipient prior to the Distribution Date, including cash disbursements,
creation and maintenance of vendor master, processing of purchase orders, document scanning services, mailroom services, invoice
approval



    	S-9



    		 



    

workflows, PO and non PO invoice processing,
process vendor payments, vendor reconciliation, error resolution as required, vendor helpdesk services, supporting vendor interfaces
and accruals and reporting; ; weekly fund settlement between Provider and Recipient.


 


4. Record-to-Report Services:
Record-to-report services consistent with those provided to Recipient prior to the Distribution Date, including monthly finance
close processes, fixed asset accounting, consolidation of financial statements, enabling accurate and timely reporting of Recipient
financial statements, HFM and SAP administrative support; provided, however, the close may be delayed up to 5 days initially compared
to current state.


 


5. Cash Applications: Services
in connection with the allocation of cash to receivables for closing balances (created pre-Distribution Date) on Provider’s
books and records, the allocation of cash to receivables for invoices generated after the Distribution Date, the transition and
training of Recipient’s service providers for the duration of the TSA, manual allocation employed in instances where Autobank
tool may not be able to allocate cash automatically, this process is in place today and will continue for the duration of the TSA
in the same manner as it is currently; weekly fund settlement between Provider and Recipient.


 


6. Accounting-to-Reporting Services
– Shared accounting-to-reporting services for Recipient during the Term, pursuant to that certain Shared Services Agreement
by and between Provider and CapGemini / Genpact, with Provider, CapGemini / Genpact and GFC providing shared services to Recipient,
including accounting and accruals, SAP/FICO services (including trouble shooting and monthly close), Monthly Consolidation and
HFM, account reconciliations, and support with monthly financials. Provider will use reasonable efforts to support all requests
related to audits that are consistent with Provider’s internal requests, including requests made of CapGemini /Genpact.


 


7. Financial Planning and Analysis
(FP&A): FP&A support services relating to Sales / OI Flash (WD2), cost management, which includes OEF and indirect
reporting (WD 5), raws forecast presentations (WD2), monthly Capex Uploads (WD5), accounts receivable and regional reporting (WD
7), and shipped not billed reporting (WD1).


 


8. P-Card Services: For a
period of 6 months from the Distribution Date, Purchasing Card (P-Card) services for up to 15 purchasing cards, which shall be
used by Recipient’s employees. Such purchasing card services include administration, accounting, compliance and payments
of all actual expenses incurred on such P-Cards during such 6 month Term.


 


	4.	Health, Safety & Environmental Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.




    	S-10



    		 



    

	 	Term:	The Health, Safety & Environmental Services will be provided for up to 6 months from the Distribution Date, with respect to item number 5 below (Transportation Support & Emergency Response), and up to 12 months from the Distribution Date, with respect to items number 1-4 below (eMOC Software and Support, Event Tracking System - Support and Metric, Remediation Management, and Dangerous Goods and Transportation Support), unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.
	 	 	 
	 	 	In the event services are provided to Recipient on an as-needed-basis, or if services require, in any way, notice to be provided to Provider in connection with such services, Recipient must promptly notify Provider of such.
	 	 	 
	 	 	Notwithstanding anything contained herein, Provider will have no liability in connection with regard to the services provided herein.


 


Description of Health, Safety &Environmental Services:


 


1. eMOC Software and Support:
Provide Recipient with reasonable access to, and support in connection with, Provider’s Engineering Management of Change
software.


 


2. Event Tracking System - Support
and Metric: Access and support services in connection with Provider’s incident reporting/tracking system. Recipient
shall continue to have reasonable access, and have the ability to input data into, the Event Tracking System (ETS).


 


3. Remediation Management:
Provider will make its remediation team available for consultation related to the ongoing remedial actions which exist as of the
Distribution Date at following three facilities: (a) Frankford (Philadelphia, PA), (b) Hopewell, Virginia, and (c) Chesterfield,
Virginia, as well as ongoing Cogentrix Steam site remediation. Such consultation will be provided on an as-needed basis. Consultation
would be for both internal and external communications and meeting with both third party contractors and government regulators.


 


4. Dangerous Goods and Transportation
Support: Access and support services in connection with Recipient’s transportation of dangerous goods, and Recipient’s
transportation compliance.


 


5. Transportation Support & Emergency
Response: Provider will provide transportation support and emergency response services by making provider employees available
to manage call distribution and response coordination, as well as support for transportation and Department of Transportation regulatory
matters. Provider to also provide such services by making Provider employees available to monitor CHEMTREC calls, and support transportation
and Department of Transportation questions from Recipient’s employees on an as-needed basis.



    	S-11



    		 



    

	5.	Sales Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Sales Service will be provided for up to 3 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.


 


Description of Sales Services:


 


1. Car Use for Recipient’s
Sales Team: Use of those certain 11 vehicles owned by Provider that Recipient’s sales team uses as of the Distribution
Date. Recipient may provide 1 months’ written notice to Provider in the event it desires to reduce the number of vehicles
Recipient may use pursuant to this Agreement. The monthly charge for this Service will be reduced in the amount of $2,119 per month
for each vehicle that is no longer in use by Recipient, with such reduction to be effective on a date which is 30 days after notice
of reduction is delivered to Provider. In the event such reduction becomes effective between Provider’s invoices, the charges
for such reduction shall be prorated. Recipient’s employees’ contribution toward such vehicles will be retained by
Recipient and used to offset the costs for this Service.


 


	6.	Product Stewardship Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:




    	S-12



    		 



    

	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Product Stewardship Services will be provided for up to 12 months from the Distribution Date, unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.


 


Description of Product Stewardship Services:


 


1. Reach Registration: Support
to Only Representative in use of or access to REACH European registration system for sharing/accessing information regarding toxicity.


 


	7.	Operations & Manufacturing Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Operations and Manufacturing Services will be provided for up to 6 months from the Distribution Date, unless otherwise provided herein, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.


 


Description of Operations &Manufacturing Services:


 


1. OT S&N General Support of
Other OT Systems and Networks: Provide services in connection with: (A) Process Historian, Uniformance Process Studio,
Remote Connectivity and other Basic OT Applications, and design, deploy, and provide day-to-day support and renewal of appropriate
processes for managing the above described applications over their respective life-cycles, and provide services in



    	S-13



    		 



    

connection with performance measurement
of the above described applications, and implementation of upgrades, troubleshooting, root cause analysis and optimization of basic
applications, and providing general technical support for the above-listed technologies, (B) OT Wireless Technology, including
day-to-day support of existing wireless systems integral to the process control infrastructure of the site (One Wireless) and implementation
of upgrades, troubleshooting, root cause analysis and optimization of OS software, (C) small control platforms, including configuring
small Provider controllers and related computing devices, such as HC-900 and MasterLogic, preparing graphic displays and deployment
of Human Machine Interfaces (HMI) for small controllers and assisting start-up and commissioning of sub-systems and devices controlled
by small controllers and (D) training activities to Recipient in connection with each of the aforementioned services.


 


2. OT S&N Process Control Optimization
and Advanced Applications: Provide services in connection with : (A) Process Variability Reduction (PVR), including planning
and implementation of short-term and long-term work for PVR activities and for optimization of production processes through use
of process control technology, which may include: identification of variability, testing of loop performance, loop tuning, instrument
calibration and conditioning and other related variability reduction activities, (B) process optimization, including identification
of opportunities for the deployment of intermediate and advanced process control applications in existing manufacturing plants,
and scoping, design, implementation and optimization of new control applications for the manufacturing processes, using their existing
automation platform, (C) Advanced Process Control (APC) Applications, including evaluating the economic benefits of advanced process
control applications such as Multivariate Controls, Fuzzy Logic, Neural-Networks-based and other advanced control technologies;
identifying necessary tasks and estimation of effort required to deploy APC; configuring and installing of APC’s; tuning
of APC appropriate parameters for optimal performance; and monitoring of APC for continuous delivery of expected operational metrics,
and (D) training activities to Recipient in connection with each of the aforementioned services.


 


3. OT S&N Capital Projects and
Automation Step-Change Support: Provide services in connection with (A) basic engineering, including defining needs, evaluating
alternatives and selection of all instrumentation devices, control strategies and infrastructure used to monitor and control new
engineering systems, machinery and manufacturing processes, (B) detailed engineering, including design, installation, commissioning,
optimization and continuous support of automation infrastructure used to monitor and control new engineering systems, machinery
and manufacturing processes, which may include: (i) defining control strategies for continuous chemical processes: distillation
columns, reactors, boilers, and similar processes, (ii) configuring of Distributed Control Systems (DCS) and related computing
devices, (iii) preparing graphic displays and deployment of Human Machine Interfaces (HMI), (iv) continually optimizing the automation
platform and systems to ensure process operations are conducted automatically to the full extent of their capabilities, and (v)
training activities to Recipient in connection with each of the aforementioned services.


 


4. OT S&N Safety Engineering
Services: Hazard Analysis, Risk Identification, Design of Safety Instrumented Systems Including Deployment and Life-Cycle Support:
Provide services in connection with: (A) participating in teams tasked with the performance of hazardous operations analysis (HAZOP),
process hazard analysis (PHA) and layers of protection analysis (LOPA) and generate guidance for the determination of appropriate
automation-based mitigating remedies; (B) providing technical knowledge with respect to required safety automation codes and regulations
applicable to manufacturing facilities and guide Recipient to achieve compliance, (C) preparing and managing organizational know-how
documentation (standards and best engineering practices) on the design, implementation, testing and validation of all life-cycle
activities associated with safety automation systems, (D) allocating appropriate safety layers for process risks identified in
hazard analysis, through the definition of Instrumented Protective Functions (IPF) and Safety Instrumented Functions (SIF), (E)
performing engineering



    	S-14



    		 



    

calculations for the determination of Safety
Integrity Levels (SIL) and analysis of optimal risk-reduction alternatives, (F) documenting the capture all required specifications
of the safety layers of the automation systems: functional logic, reliability of devices, SIL calculations, testing procedures,
protocols for installation, commissioning and validation, (G) providing technical expertise on scoping and estimation of safety
automated systems to capital projects throughout all their development phases, (H) developing applications (programming) of safety-related
logic, design and implement integration with Distributed Control Systems (DCS) and Human-Machine Interfaces (HMI), provide commissioning
services and lead testing and validation activities for Safety Instrumented Systems (SIS), (I) delivering conceptual and detailed
design of SIS fully compliant with IEC 61508 and 61511 standards (ANSI/ISA 84), including field instruments, actuators, logic solvers
and interfaces to other systems, and (J) training activities to Recipient in connection with each of the aforementioned services.


 


5. OT S&N Process Controls Systems
and Network Administration and Security: Provide services in connection with: (A) access control, including managing Recipient’s
employees who are authorized to access, operate, and modify the following system computing components of Recipient: firewalls,
gateways, switches, servers, workstations, and similar components, and the means to authenticate users and validate such users’
privileges, (B) change management, including controlling administrative and technical procedures for implementing modifications,
upgrades, additions and deletions of all system components, with modifications concerning hardware, operating and configuration
system software, third party software and documentation, (C) back-up and recovery, including organizing and implementing all activities
required to ensure that system software, application software, configuration parameters and critical process data can be retrieved
in the event of system faults, and be fully functional in the least amount of time possible, (D) data integrity, including managing
all ancillary systems required to guarantee that the automation information is available as needed (e.g., UPS, encryption servers,
anti-virus, patches and software version updates, and all other security activities, (E) performance monitoring, including managing
all activities required to determine the operational conditions of the following system elements: CPU utilization, cache utilization,
number of transactions, job waiting times, disk capacity utilization, system error messages, network traffic and load, I/O load,
alarms, and similar system elements, (F) performance delivery, including confirming that the system delivers the availability and
reliability required by the users, and that the expected performance does not degrade over time, which may require troubleshooting,
root cause analysis, implementation of fixes and day-to-day improvement, and (G) training activities to Recipient in connection
with each of the aforementioned services.


 


6. Estimation Support: Provide
estimating function and Recipient’s continued access to such support.


 


7. Discipline Engineering
Support: Provide discipline engineering at a baseline level of support primarily in connection with plant maintenance and
reliability functions.


 


8. Process Safety Consulting:
Provide process safety strategy and methodology consulting, and support for release modeling training and validation.



    	S-15



    		 



    

	8.	Procurement Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Procurement Services will be provided for up to 6 months from the Distribution Date, except to the extent another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.
	 	 	 
	 	 	During the Term, Provider will deliver to Recipient copies of all SSA 16 reports Provider receives from vendors that support both Provider and Recipient, including, but not limited to, those received from Morgan Stanley, Fieldglass, AON Hewitt, CapGemini, Reval.com, Horizon Blue Cross Blue Shield, CignaCare Allies, Concur, and Salesforce.com within a reasonable time after Provider receives such.


 


Description of Procurement Services:


 


1. Contractor Qualification System
- ISNET World: Use of system for determining whether contractors meet the qualifications for to perform work on-site.


 


2. Ariba E-Sourcing Access:
For 12 months following the Distribution Date, support by Provider to allow reasonable use of system that allows procurement team
to e-source suppliers, including dissemination of requests for quotes or requests for proposals and e-auction platform for response
to such requests.


 


3. eAuction Support: For
12 months following the Distribution Date, support by Provider personnel to facilitate procurement team and e-source suppliers,
including dissemination of requests for quotes or requests for proposals and e-auction platform for response to such requests.
The level of such eAuction support to be provided during the Term shall be consistent with the average monthly auctions Provider



    	S-16



    		 



    

performed on behalf of the Recipient’s
Resins and Chemicals business for the 12 month period immediately preceding October 2016 (October 2015-September 2016).


 


4. SAP Vendor Data Management &
Troubleshooting: For 12 months following the Distribution Date, support via Provider’s procurement team handling all
procurement data in IT applications, including internally maintained data and data maintained in Ariba. Additional support via
Provider’s general buyer support team will be provided to the main procurement personnel of Recipient. Provider will supply
Recipient with supplier-quality reporting metrics and associated reports for Recipient’s sites and suppliers. The services
described herein exclude the creation of new master data for new store rooms or new locations.


 


5. SAP Training: For 3 months
following the Distribution Date, Provider will train new and existing Recipient employees in making requisitions and purchases
in the cloned SAP, including a six day purchasing and requisition training session, as well as two 3-day training sessions to “train-the-trainer”.
Additional training days may be added per Recipient’s request, as reasonably approved by Provider; provided, however, Recipient
shall use best efforts to cause all of its new and existing employees, which Recipient desires to receive such training, to attend
the training sessions described above.


 


6. Bay Group Training. During
the month of October, 2016, Provider will allow three of Recipient’s employees, specifically, [•],  [•]
and [•], to attend the training course titled “Bay Group Training.”


 


	9.	Customer Support Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Customer Support Services will be provided for up to 6 months from the Distribution Date, except to the extent another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.




    	S-17



    		 



    

Description of Customer Support Services:


 


1. Customer Service Staffing:
Provider’s customer service support will perform standard work-order to cash processes, including server testing for Recipient.
Additionally, such customer service support will train 5.7 full time equivalent employees of Recipient. As such full time equivalent
employees, or any portion thereof, receives sufficient training, as Recipient determines, in its commercially reasonable discretion,
the charges associated with such training will be reduced by $6,246.03 for each full time equivalent employee that has been sufficiently
trained, or any portion thereof; provided, however, such reduction shall only take effect after Recipient delivers one months’
notice of such sufficient training to Provider.


 


2. Customer Support Master Data:
Provider to provide SAP modular master data support for Recipient’s customer information, with Provider to make changes to
customer data and customer pricing, and train Recipient’s customer service representatives in connection with changing customer
data and customer pricing.


 


	10.	Legal / Contracts Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Legal / Contracts Services will be provided for up to 18 months from the Distribution Date, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	1. Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	2. All services are subject to any licensing and/or other restrictions imposed on Provider by software vendors, and all of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.


 


Description of Legal/Contracts Services:


 


1. Passport: Use of Passport
platform, including legal matter management and legal spend management applications.


 


2. Thomson Reuter IP Manager:
Use of system (or assistance via Honeywell user), including patent and trademark docketing, filing and prosecution progress/timelines
and tracking of patent and trademark related payments.



    	S-18



    		 



    

3. WIDS: Use of system for
preparing, documenting and filing invention disclosure statements.


 


4. HIPI: Use of system, including
virtual file room for determining internal use of existing aging patents and offering for licensing to third-parties, and tracking
licensing fees and income.


 


	11.	Trade Compliance Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention: 
	 	 	Telephone: 
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone: 


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Trade Compliance Services will be provided for up to 6 months from the Distribution Date, or unless extended or earlier terminated, in whole or in part, with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	1. Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	2. All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.


 


Description of Trade Compliance Services:


 


		1.	Trade Compliance: Support services in connection with DEA & NAFTA Registrations,
classifying goods which are imported and exported in connection with Recipient’s business, obtaining employer identification
numbers in connection with importing goods, registrations in connection with ACE/AES exporting, and Customs & Export inquiries.
Provider will also provide services to Recipient in connection with the development of a plan for Recipient’s receipt of
trade compliance services from a third party provider upon the expiration of the Term set forth above, and Provider will provide
reasonable assistance to Recipient in confirming that such plan is appropriately executed. Provider’s obligation to provide
the Trade Compliance services described above are conditioned on the countries of export and product portfolio remaining the same
throughout the Term, and Provider will determine such countries of export and product portfolio as of September 30, 2016.




    	S-19



    		 



    

	12.	Non-US Employee Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Non-US Employee Services will be provided for up to 18 months from the Distribution Date, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement; provided, however, that the Non-US Employee Services shall be terminated with respect to any employee of Provider listed below upon (1) such employee becoming legally eligible to be employed by Recipient in the location specified with respect to such employee below, and (2) Recipient establishing a legal entity authorized to do business in the location specified with respect to such employee below, and Recipient shall then offer employment to such employee.
	 	 	 
	 	Note:	1. Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	2. All services are subject to any licensing and/or other restrictions imposed on Honeywell by software vendors, and all of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.
	 	 	 
	 	 	3. The charges for the Non-US Employee Services described in Annex 1 may (A) increase during the term due to the payment of bonuses to the employees described below, with such bonuses paid in April of each year, and otherwise paid pursuant to Provider’s payroll policies, customs and practices, and/or (B) decrease during the term, in the event employee(s) described below are transferred from Provider to Recipient.
	 	 	 
	 	 	4. Notwithstanding anything to the contrary contained herein, each of the employees listed below will continue to be employees of Provider on and after the Distribution Date, and Provider will continue to employ each such employee pursuant to the terms of each such employee’s employment with Provider, in each case, until otherwise mutually agreed in writing by the Provider, Recipient, and the applicable employee.




    	S-20



    		 



    

Description of Non-US Employee Services:


 


1. Non-US Employees Based in Provider
Offices Located Within the United States: Provider will continue to employ certain employees on and after the Distribution
Date, each as designated by each such employee’s title, with each such employee performing the services described below for
Recipient, at certain Provider offices located within the United States, in each case, as follows:


 


	Employee Name1	 	Employee Title	 	Services	 	Location
	[•]	 	Senior R&D Engineer, Monomer Technology	 	Research & Development including Monomer technology	 	Colonial Heights
	[•]	 	DCS Leader - Engineering	 	Process Engineering leadership; Automation	 	Hopewell
	[•]	 	Intermediates Marketing Business Director	 	Intermediates leadership & Business Management	 	Morris Plains
	[•]	 	Senior FP&A Manager	 	Financial services	 	Morris Plains


 


2. Non-US Employees Based in Provider
Offices Located Outside the United States: Provider will continue to employ certain employees on and after the Distribution
Date, each as designated by each such employee’s title, each as designated by each such employee’s title, with each
such employee performing the services described below for Recipient, at certain Provider offices located outside of the United
States, in each case, as follows:


 


	Employee Name2	 	Employee Title	 	Services	 	Location
	[•]	 	Lead Account Manager – Outside Sales	 	Outside Sales	 	Assago, Italy
	[•]	 	Lead Account Manager – Outside Sales	 	Outside Sales	 	Chonburi, Thailand
	[•]	 	Technical Services Mgr – Outside Sales	 	Outside Sales	 	Chonburi, Thailand
	[•]	 	Lead Account Manager – Outside Sales	 	Outside Sales	 	Gurgaon, India
	[•]	 	Lead Account Manager – Outside Sales	 	Outside Sales	 	Jakarta, Indonesia
	[•]	 	Account Team Leader – Outside Sales	 	Outside Sales	 	Seoul, South Korea


 


	13.	Library Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 


 



	 	1 The names of the employees to provide services hereunder have been redacted.
	 	2 The names of the employees to provide services hereunder have been redacted.




    	S-21



    		 



    

	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Library Services will be provided for the 6 month period commencing on October 1, 2016 and ending on March 31, 2017, unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	All of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.
	 	 	 
	 	 	Notwithstanding anything contained herein to the contrary, the Technical Archive Separation Services (as defined herein) are subject to the confidential information and trade secrets provisions of any and all agreements between Provider and Recipient regarding any and all intellectual property, including, but not limited to each party’s confidential information and trade secrets.
	 	 	 
	 	 	Provider’s legal counsel and Recipient’s legal counsel will review the identified and separated technical archive documents and laboratory notebooks related to the Technical Archive Separation Services, and then mutually agree in writing what technical archive documents and laboratory notebooks will remain the sole property of Provider after the expiration of the Term, and what technical archive documents and laboratory notebooks will remain the sole property of Recipient after the Expiration of the Term.
	 	 	 
	 	 	Additionally, the parties will cause certain of their respective employees, including, but not limited to, those employees who will be performing or receiving the Technical Archive Separation Services, to execute and deliver to the other party intellectual property agreements after the Distribution Date, as legal counsel to each party reasonably deem necessary to protect their respective party’s intellectual property rights, including, but not limited to rights relating to the confidential information and/or trade secrets contained in the technical archive documents and laboratory notebooks.


 


Description of Library Services:


 


1. Library Services –
Support and services in connection with (A) information portfolio management, including establishing subscription services, on
an as-requested basis, setting up and maintaining user accounts, and document processing for transitioning information portfolio
management to Recipient such that Recipient may perform such services independently for itself after the expiration of the Term,
(B) reference support, including responding to ad hoc information requests (e.g., sourcing, usage of existing resources), providing
Business Intelligence Search support, and document processing for transitioning reference support to Recipient such that Recipient
may perform such services independently for itself



    	S-22



    		 



    

after the expiration of the Term, and (C)
technical archive separation (the “Technical Archive Separation Services”), including managing identification
and separation of technical archive documents and laboratory notebooks (which will include the identification and separation of
trade secrets), creating and managing digital and print repositories at the following locations: document archive services at Colonial
Heights and Iron Mountain locations, and storage services at the Morristown and Pottsville locations, providing .csv file and digital
documents, for Recipient to import into its systems, with Provider to consult on Recipient’s selection and set-up of such
systems, and document processing for technical archive separation support to Recipient such that Recipient may perform such services
independently for itself after the expiration of the Term.


 


	14.	Supply Chain / Logistics Services
	 	 	 
	 	Provider:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Supply Chain / Logistics Services will be provided for up to 2 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement; provided, however, notwithstanding anything to the contrary contained in this Agreement, or any Schedule attached hereto, Recipient may not terminate its receipt of the Supply Chain / Logistics Services, as provided herein (e.g., Recipient may not terminate the Supply Chain / Logistics Services pursuant to Section 10.02(b) of this Agreement).
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.
	 	 	 
	 	 	The Supply Chain / Logistics Services and related charges shall be promptly adjusted upon Provider’s and Recipient’s mutual written agreement in the event Provider negotiates a railcar lease with its railcar vendor(s) that affect the Supply Chain / Logistics Services described herein (e.g., in the event Provider negotiates a lease with a certain vendor such that Recipient has a standalone railcar lease with such vendor, Provider will no longer provide the Supply Chain / Logistics Services as the Supply Chain / Logistics Services relate to such vendor, and Recipient’s charges for such shall be reduced accordingly).




    	S-23



    		 



    

Description of Supply Chain /
Logistics Services:


 


1. Railcar Use: Provider
will allow Recipient to use certain of Provider’s leased railcars, as reasonably determined by Provider, but otherwise consistent
with Recipient’s use of certain of Provider’s leased railcars as of the Distribution Date.


 


 





15.      Real
Estate
Leasing
Services






	Provider:	Honeywell
International
Inc.

115 Tabor
Road

Morris
Plains,
NJ 07950

Attention:


Telephone:

	 	 
	Recipient:	AdvanSix
Resins
& Chemicals
LLC

115 Tabor
Road

Morris
Plains,
NJ 07950

Attention:


Telephone:



 


 


	Services and Charges:	See Annex 1
	 	 
	Term:	The Legal Services will be provided from the Distribution Date until such date that Recipient’s NJ Lease (as defined herein) is fully executed
by both Recipient and the landlord of Recipient’s NJ Location (as defined herein), or unless extended or earlier terminated, in whole or in part, with the
relevant provisions of this Agreement.
	 	 
	Note:	1.Provider will perform the services described in the Description of Services.
	 	 
	 	2.All
of the Services are subject to any and all agreements, contracts or commitments Provider has or may have with any third parties.
	 	 


 


 


Description
of Real
Estate
Leasing
Services:


 


		1.	Recipient’s
NJ Lease:
Provide
negotiation
services
on an as-needed-basis
to Recipient
in connection
with
Recipient’s
real
estate
lease
(“Recipient’s
NJ Lease”)
of the
property
commonly
known as 300 Kimball
Drive,
Parsippany,
New Jersey
(“Recipient’s
NJ Location”).
Such Services
are to
be provided
by Provider’s
Real
Estate
Manager.









    	S-24



    		 



    

Annex 1 to Schedule A


 


Services and Charges


 


	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	Enterprise IT Services:	 	 	 	 
	 	 	 	 	 
	1. AH Backup	 	$983.30	 	 
	 	 	 	 	 
	2. AH Backup – Core	 	$7,686.16	 	 
	 	 	 	 	 
	3. AH Cloud	 	$74.22	 	 
	 	 	 	 	 
	4. AH Cloud – Connected Platform – Core	 	$1,942.50	 	 
	 	 	 	 	 
	5. AH Hardware Lease	 	$7,369.61	 	 
	 	 	 	 	 
	6. AH Hardware Maintenance	 	$3,161.17	 	 
	 	 	 	 	 
	7. AH IAM – Core	 	$12,687.70	 	Variable and Dependent Costs
	 	 	 	 	 
	8. AH IMAC	 	$626.26	 	 
	 	 	 	 	 
	9. AH Other	 	$17,393.29	 	 
	 	 	 	 	 
	10. AH SAP Basis Support	 	$20,377.27	 	 
	 	 	 	 	 
	11. AH Shared Hosting	 	$2,604.23	 	 
	 	 	 	 	 
	12. AH Software Maintenance	 	$52,769.87	 	 
	 	 	 	 	 
	13. AH Storage	 	$2,020.03	 	 
	 	 	 	 	 
	14. AH Storage – GFS Core	 	$4,994.81	 	 
	 	 	 	 	 
	15. AH Storage – Storage Core	 	$11,469.09	 	 
	 	 	 	 	 
	16. AH Support	 	$7,035.62	 	 
	 	 	 	 	 
	17. CS Collaboration Support	 	$3.37	 	Variable and Dependent Costs
	 	 	 	 	 
	18. CS EVAN	 	$688.15	 	 
	 	 	 	 	 
	19. CS Hardware Lease	 	$17.47	 	 
	 	 	 	 	 
	20. CS Hardware Maintenance	 	$310.46	 	 
	 	 	 	 	 
	21. CS LEC	 	$805.31	 	 
	 	 	 	 	 
	22. CS Long Distance	 	$461.28	 	 
	 	 	 	 	 
	23. CS MACD	 	$570.71	 	 




    	S-25



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	24. CS Other	 	$78.12	 	 
	 	 	 	 	 
	25. CS Wireless LAN – Core	 	$1,291.00	 	 
	 	 	 	 	 
	26. DT Desktop Support	 	$1,370.71	 	Variable and Dependent Costs
	 	 	 	 	 
	27. DT Hardware Lease	 	$915.53	 	Variable and Dependent Costs
	 	 	 	 	 
	28. DT Printer Services	 	$718.10	 	 
	 	 	 	 	 
	29. HD Helpdesk Calls	 	$83.88	 	Variable and Dependent Costs
	 	 	 	 	 
	30. HD Helpdesk Calls – Core	 	$1,693.94	 	Variable and Dependent Costs
	 	 	 	 	 
	31. Honeywell Connected Person	 	$2,212.79	 	Variable and Dependent Costs
	 	 	 	 	 
	32. Security Other – DLP Core	 	$3,814.27	 	 
	 	 	 	 	 
	33. Security Other – Firewall Core	 	$9,613.30	 	 
	 	 	 	 	 
	34. SS Cellular	 	$3.12	 	Variable and Dependent Costs
	 	 	 	 	 
	35. SS PDA	 	$529.44	 	Variable and Dependent Costs
	 	 	 	 	 
	36. SAP, BW, Non-ERP Support	 	$47,655.04	 	 
	 	 	 	 	 
	37. SAP, BW, Optivision, Meridium Applications Support – Clone Addition	 	$20,747.56	 	 
	 	 	 	 	 
	38. SAP, BW, Optivision, Meridium Infrastructure Support – Clone Addition	 	$56,667.89	 	 
	 	 	 	 	 
	39. SAP and Oracle L&M	 	$26,687.50	 	 
	 	 	 	 	 
	40. Non-ERP Applications L&M	 	$69,886.25	 	 
	 	 	 	 	 
	41. Site Support	 	$56,000.00	 	 
	 	 	 	 	 
	42. Technical Support from PMT Service Delivery	 	$53,382.00	 	 
	 	 	 	 	 
	43. Depreciation of Software Assets	 	$80,384.94	 	 




    	S-26



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	44. ERP (O2C, P2P, SIOP, Financials, EH&S, PM, PS) Applications (including SAP, APO-DP, SAP PI, HP QC, Autosys, Elemica, Specification Database, SDS, DG, GLM, REACH, TSCA CDR, OSHA RMP, DHS CFATS, EHS, MSDS, Web Interface), ERP Analytics Applications (including SAP BW HANA, SAP Business Objects, SAP BEX)	 	$126,874.97	 	 
	 	 	 	 	 
	45. Commercial and Digital Customer Applications (including Salesforce.com, Marketing Websites on Rackspace, ROSI mobile app, Easy Maintenance mobile app, JDET Pricing Analysis DB)	 	$26,250.00	 	 
	 	 	 	 	 
	46. EH&S Applications Non-SAP (including 3E Ariel, IHS Essentials 7.5 Suite, Impact ERM, PAIR (Sharepoint CAPA Site), IHS Stature, OHM, LeakDas, TIPP, Safer Trace, Safer Realtime, Chemical Lookup Tool)	 	$4,375.04	 	 
	 	 	 	 	 
	47. Manufacturing and Engineering Non-SAP Applications (including Accolade, Aspen, Autodesk Suite (ACAD Mechanical, Inventor, Navisworks, Robot), Integraph suite (ICAS, InTools, PVElite, CADWorx, Tank, Caesar2, SmartPlant, MathCAD), Chemdoodle, ChemDraw, CHF Packout, MESF, Lactam Tracker, EMOC, Hopewell SQL LIMS 5.1, Chestefield SQL LIMS 5.1, Frankford SQL LIMS 5.1, Hopewell COA, LIMSLINK, BlueCielo Meridian, Meridium, NWA Quality Analyst, Pipeflo, PRVSuite, Unisim Design R410, Railcar Tracking, Railtrac, Yardmaster, Weighmaster, ITS Mobile (SAP), Vendor Qualification system, Apollo RCCA, Vocollect, ADCA, Optivision)	 	$28,000.04	 	 
	 	 	 	 	 
	48. Time and Attendance Applications (including Kronos)	 	$2,625.00	 	 
	 	 	 	 	 
	49. Trade Compliance Applications (Amber Road)	 	$437.54	 	 
	 	 	 	 	 
	50. Financial Reporting Applications (including (HFM) Licenses	 	$936.25	 	 




    	S-27



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	51. Environment, Health and Safety Applications (including ETS)	 	$218.72	 	 
	 	 	 	 	 
	52. Procure to Pay Applications (including Dolphin, KOFAX, pCards)	 	$6,851.25	 	 
	 	 	 	 	 
	53. Order to Cash Applications (including Autobank, FCSM)	 	$11,777.50	 	 
	 	 	 	 	 
	54. Financial and Tax Applications (including SAP Global Risk and Compliance, CCH Tax Research, HFM Flex, Reuters, vAT T&E, e-Rec)	 	$39,690.00	 	 
	 	 	 	 	 
	55. Knowledge Management Applications (including Documentum, Sharepoint, Nintex Forms and Workflow)	 	$9,652.39	 	 
	 	 	 	 	 
	56. Warranty Support	 	$431,317.95*	 	 
	 	 	 	 	 
	57. Recipient Infrastructure Costs	 	$117,254.17**	 	 
	 	 	 	 	 
	Total Enterprise IT Services:	 	$1,375,529.13	 	 
	 	 	 	 	 
	
        *Subject to monthly adjustment based
        on resourcing commitments (Provider and Recipient agree that as of the Distribution Date, the anticipated charges for Warranty
        Support for October, 2016 are $431,317.95, the anticipated charges for Warranty Support for November, 2016 are $115,029.60, and
        the anticipated charges for Warranty Support for December, 2016 are $45,520.00.

         

        ** Recipient Infrastructure Costs Break-Down
        (Recipient will be billed directly by Provider for the items listed below, in addition to any items listed in the above services
        and charges table for Enterprise IT Services):

         
	 	 	 	 
	A. CS Collaboration Support	 	$44.49	 	Variable and Dependent Costs
	 	 	 	 	 
	B. DT Desktop Support	 	$21,684.60	 	Variable and Dependent Costs




    	S-28



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	C. DT Hardware Lease	 	$24,223.82	 	Variable and Dependent Costs
	 	 	 	 	 
	D. DT Hardware Purchases	 	$78.75	 	Variable and Dependent Costs
	 	 	 	 	 
	E. HD Helpdesk Calls	 	$2,298.45	 	Variable and Dependent Costs
	 	 	 	 	 
	F. Provider Connected Person	 	$4,406.78	 	Variable and Dependent Costs
	 	 	 	 	 
	G. SS Air Card	 	$1,050.74	 	Variable and Dependent Costs
	 	 	 	 	 
	H. SS Calling Cards	 	$15.75	 	Variable and Dependent Costs
	 	 	 	 	 
	I. SS Cellular	 	$477.75	 	Variable and Dependent Costs
	 	 	 	 	 
	J. SS Pagers	 	$151.20	 	Variable and Dependent Costs
	 	 	 	 	 
	K. SS PDA	 	$13,255.80	 	Variable and Dependent Costs
	 	 	 	 	 
	L. AH Backup	 	$909.30	 	 
	 	 	 	 	 
	M. AH Hardware Lease	 	$17,289.30	 	 
	 	 	 	 	 
	N. AH Hardware Maintenance	 	$86.10	 	 
	 	 	 	 	 
	O. AH IMAC	 	$337.05	 	 
	 	 	 	 	 
	P. AH Other	 	$87.50	 	 
	 	 	 	 	 
	Q. AH Support	 	$562.80	 	 
	 	 	 	 	 
	R. CS Depreciation/Amortization	 	$211.05	 	 
	 	 	 	 	 
	S. CS EWAN	 	$853.13	 	 
	 	 	 	 	 
	T. CS Hardware Lease	 	$780.15	 	 
	 	 	 	 	 
	U. CS Hardware Maintenance	 	$1,410.15	 	 
	 	 	 	 	 
	V. CS LEC	 	$6,418.77	 	 
	 	 	 	 	 
	W. CS Long Distance	 	$2,833.95	 	 
	 	 	 	 	 
	X. CS MACD	 	$843.15	 	 




    	S-29



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	Y. CS Other	 	$3,544.62	 	 
	 	 	 	 	 
	Z. DT Printer Services	 	$13,399.05	 	 
	 	 	 	 	 
	Human Resources Services:	 	 	 	 
	 	 	 	 	 
	1. Payroll	 	$19,891.20	 	 
	 	 	 	 	 
	3. Healthcare & Welfare Programs	 	$12,765.90	 	 
	 	 	 	 	 
	4. Peoplesoft	 	$17,772.30	 	 
	 	 	 	 	 
	5. Learning Hub Access	 	$8,610.00	 	 
	 	 	 	 	 
	6. Payroll Tax Services	 	$10,000.00	 	 
	 	 	    	 	 
	Total Human Resource Services:	 	$69,039.40	 	 
	 	 	 	 	 
	Financial Services:	 	 	 	 
	 	 	 	 	 
	1. Travel & Expense Processing	 	$610.05	 	 
	 	 	 	 	 
	2. Customer-to-Cash Services	 	$16,322.25	 	 
	 	 	 	 	 
	3. Procure-to-Pay Services	 	$29,439.90	 	 
	 	 	 	 	 
	4. Record-to-Report Services	 	$19,337.85	 	 
	 	 	 	 	 
	5. Cash Applications	 	$3,499.65	 	 
	 	 	 	 	 
	6. Accounting-to-Reporting Services	 	$31,500.00	 	 
	 	 	 	 	 
	7. Financial Planning and Analysis	 	$2,625.00	 	 
	 	 	 	 	 
	8. P-Card Services	 	     $131.25	 	 
	 	 	 	 	 
	Total Financial Services:	 	$103,465.95	 	 
	 	 	 	 	 
	Health, Safety & Environment Services:	 	 	 	 
	 	 	 	 	 
	1. eMOC Software and Support	 	$787.50	 	 
	 	 	 	 	 
	2. Event Tracking System – Support and Metric	 	$1,575.00	 	 
	 	 	 	 	 
	3. Remediation Management	 	$1,155.00	 	 
	 	 	 	 	 
	4. Dangerous Goods and Transportation Support.	 	$787.50	 	 




    	S-30



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	5. Transportation Support & Emergency Response (Honeywell) Resource Support	 	$0.00*	 	Variable
	 	 	 	 	 
	Total Health, Safety & Environment Services:	 	$4,305.00	 	 
	 	 	 	 	 
	* Third-party vendor bills Provider per-incident; Provider will charge-back Recipient for the cost of such services as such services are incurred.	 	 	 	 
	 	 	 	 	 
	Sales Services:	 	 	 	 
	 	 	 	 	 
	1. Car Use for Recipient’s Sales Team	 	$19,325.52*	 	Variable
	 	 	 	 	 
	Total Sales Services:	 	$19,325.52	 	 
	 	 	 	 	 
	* $1,756.87 per car.	 	 	 	 
	 	 	 	 	 
	Product Stewardship Services:	 	 	 	 
	 	 	 	 	 
	1. Reach Registration	 	$1,155.00	 	 
	 	 	 	 	 
	Total Product Stewardship Services:	 	$1,155.00	 	 
	 	 	 	 	 
	Operating & Manufacturing Services:	 	 	 	 
	 	 	 	 	 
	1. OT S&N General Support of Other OT Systems and Networks	 	$0.00*	 	Variable
	 	 	 	 	 
	2. OT S&N Process Control Optimization and Advanced Applications	 	$0.00*	 	Variable
	 	 	 	 	 
	3. OT S&N Capital Projects and Automation Step-Change Support	 	$0.00*	 	Variable
	 	 	 	 	 
	4. OT S&N Safety Engineering Services: Hazard Analysis, Risk Identification, Design of Safety Instrumented Systems Including Deployment and Life-Cycle Support	 	$0.00*	 	Variable
	 	 	 	 	 
	5. OT S&N Process Controls Systems and Network Administration and Security	 	$0.00*	 	Variable
	 	 	 	 	 
	6. Estimation Support	 	$0.00*	 	Variable




    	S-31



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	 	 	 	 	 
	7. AdvanSix Discipline Engineering Plant Support	 	$0.00*	 	Variable
	 	 	 	 	 
	8. Process Safety Consulting	 	$0.00*	 	Variable
	 	 	 	 	 
	Total Operating & Manufacturing Services:	 	$ 0.00	 	 
	 	 	 	 	 
	*Billed on a $122.85 per hour basis.	 	 	 	 
	 	 	 	 	 
	**Billed on a $90.30 per hour basis, plus any charges, costs or fees relating to the national status of any of Provider’s employees.	 	 	 	 
	 	 	 	 	 
	Procurement Services:	 	 	 	 
	 	 	 	 	 
	1. Contractor Qualification System – ISNET World	 	$175.00	 	 
	 	 	 	 	 
	2. Ariba E-Sourcing Access	 	$3,518.00	 	 
	 	 	 	 	 
	3. eAuction Support	 	$1,900.00	 	 
	 	 	 	 	 
	4. SAP Vendor Data Management & Troubleshooting	 	$7,377.00	 	 
	 	 	 	 	 
	5. SAP Training*	 	$3,675.00	 	Variable
	 	 	 	 	 
	6. Bay Group Training**	 	$3,300.00	 	Variable
	 	 	 	 	 
	Total Procurement Services:	 	$19,945.00	 	 
	 	 	 	 	 
	*$300 per day (services provided for 12 days)	 	 	 	 
	 	 	 	 	 
	**$1,100 per employee.	 	 	 	 
	 	 	 	 	 
	Customer Support Services:	 	 	 	 
	 	 	 	 	 
	1. Customer Support Master Data	 	$4,590.60	 	 
	 	 	 	 	 
	2. Customer Service Staffing	 	$32,791.50	 	 
	 	 	 	 	 
	Total Customer Support Services:	 	$37,382.10	 	 




    	S-32



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	Legal / Contracts Services:	 	 	 	 
	 	 	 	 	 
	1. Passport Legal Billing and Matter Management	 	$945.00	 	 
	 	 	 	 	 
	2. Thompson Reuter IP Manager	 	$157.50	 	 
	 	 	 	 	 
	3. WIDS	 	$157.50	 	 
	 	 	 	 	 
	4. HIPI Virtual File Room	 	$420.00	 	 
	 	 	 	 	 
	Total Legal / Contracts Services:	 	$1,680.00	 	 
	 	 	 	 	 
	Trade Compliance Services:	 	 	 	 
	 	 	 	 	 
	1.     Trade Compliance	 	$3281.25	 	 
	 	 	 	 	 
	Total Trade Compliance Services:	 	$3281.25	 	 
	 	 	 	 	 
	Non-US Employee Services:	 	 	 	 
	 	 	 	 	 
	1. Non-US Employees Based in Provider Offices Located Within the United States	 	$63,623.39*	 	 
	 	 	 	 	 
	2. Non-US Employees Based in Provider Offices Located Outside the United States	 	$50,732.85*	 	 
	 	 	 	 	 
	Total Non-US Employee Services:	 	$114,356.24	 	 
	 	 	 	 	 
	*Subject to (A) increase during the term due to the payment of bonuses to employees, with such bonuses paid in April of each year, and otherwise paid pursuant to Provider’s payroll policies, customs and practices, and/or (B) decrease during the term, in the event employee(s) are transferred from Provider to Recipient.	 	 	 	 




    	S-33



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes 



(All Monthly Billing

Amounts Stated Herein

Are Fixed Amounts,

Unless Otherwise

Stated)
	Library Services:	 	 	 	 
	 	 	 	 	 
	1. Library Services	 	$10,920.00	 	 
	 	 	 	 	 
	Total Library Services:	 	$10,920.00	 	 
	 	 	 	 	 
	Supply Chain / Logistics  Services:	 	 	 	 
	 	 	 	 	 
	1. Railcar Use	 	$603,154.00	 	As billed by Lessor
	 	 	 	 	 
	Total Supply Chain / Logistics Services:	 	$603,154.00	 	 
	 	 	 	 	 
	 	 	 	 	 
	Real Estate Leasing Services:




	 	 	 	 
	 	 	 	 	 
	1. Recipient’s NJ Lease	 	$0.00*



	 	 
	 	 	 	 	 
	Total Real Estate Leasing Services:	 	$0.00



	 	 
	 	 	 	 	 
	*Billed on a $105.00 per hour basis.



	 	 	 	 













    
	S-34



    		 



    

Schedule B


 


Transition Services to be Provided
by AdvanSix


 


	1.	Operations & Manufacturing Services
	 	 	 
	 	Provider:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Operations / Manufacturing Services will be provided for up to 6 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.


 


Description of Operations &Manufacturing
Services:


 


1. Energy & Sustainability Program
Management: Provide Energy and Sustainability Program Management support and services. Such support and services will be
provided by [•], an employee of Provider.


 


2. Simulation Services: Provide
Simulation Services and support. Such services and support will be provided by [•], an employee of Provider.


 


3. Support for Advanced Materials
(AM), Orange Site and China Projects: Provide support for SP, Orange, Texas site (the “Orange Site”) and China projects. Such support will be provided
by [•], with respect to general project, technical and permitting support at the Orange Site, and [•], with
respect to completing open Advanced Materials projects, including the Air Separation Module Project startup, phase 2 processes,
and other Packaging and Composites packages. Each of [•] and [•] are employees of Provider.


 


4. Discipline Engineering and ME Support: Provide
discipline engineering and Maintenance Excellence support in connection with non-Provider Recipient projects and Provider will
train and transition Recipient and Recipient’s employees to perform such support services on and after the Distribution Date.
Such support shall be provided by [•], [•], [•], [•] and [•], who are employees
of Provider.



    	S-35



    		 



    

5. Project Controls Support:
Provide Project Controls support and services in connection with non-Provider Recipient projects and Provider will train and transition
Recipient and Recipient’s employees to perform such support services on and after the Distribution Date. Such support shall
be provided by [•], [•], [•] and [•], who are employees of Provider.


 


6. OT S&N General Support of
Other OT Systems and Networks: Provide services in connection with: (A) Process Historian, Uniformance Process Studio,
Remote Connectivity and other Basic OT Applications, and design, deploy, and provide day-to-day support and renewal of appropriate
processes for managing the above described applications over their respective life-cycles, and provide services in connection with
performance measurement of the above described applications, and implementation of upgrades, troubleshooting, root cause analysis
and optimization of basic applications, and providing general technical support for the above-listed technologies, (B) OT Wireless
Technology, including day-to-day support of existing wireless systems integral to the process control infrastructure of the site
(One Wireless) and implementation of upgrades, troubleshooting, root cause analysis and optimization of OS software, (C) small
control platforms, including configuring small Provider controllers and related computing devices, such as HC-900 and MasterLogic,
preparing graphic displays and deployment of Human Machine Interfaces (HMI) for small controllers and assisting start-up and commissioning
of sub-systems and devices controlled by small controllers and (D) training activities to Recipient in connection with each of
the aforementioned services.


 


7. OT S&N Process Control Optimization
and Advanced Applications: Provide services in connection with : (A) Process Variability Reduction (PVR), including planning
and implementation of short-term and long-term work for PVR activities and for optimization of production processes through use
of process control technology, which may include: identification of variability, testing of loop performance, loop tuning, instrument
calibration and conditioning and other related variability reduction activities, (B) process optimization, including identification
of opportunities for the deployment of intermediate and advanced process control applications in existing manufacturing plants,
and scoping, design, implementation and optimization of new control applications for the manufacturing processes, using their existing
automation platform, (C) Advanced Process Control (APC) Applications, including evaluating the economic benefits of advanced process
control applications such as Multivariate Controls, Fuzzy Logic, Neural-Networks-based and other advanced control technologies;
identifying necessary tasks and estimation of effort required to deploy APC; configuring and installing of APC’s; tuning
of APC appropriate parameters for optimal performance; and monitoring of APC for continuous delivery of expected operational metrics,
and (D) training activities to Recipient in connection with each of the aforementioned services.


 


8. OT S&N Capital Projects and
Automation Step-Change Support: Provide services in connection with (A) basic engineering, including defining needs, evaluating
alternatives and selection of all instrumentation devices, control strategies and infrastructure used to monitor and control new
engineering systems, machinery and manufacturing processes, (B) detailed engineering, including design, installation, commissioning,
optimization and continuous support of automation infrastructure used to monitor and control new engineering systems, machinery
and manufacturing processes, which may include: (i) defining control strategies for continuous chemical processes: distillation
columns, reactors, boilers, and similar processes, (ii) configuring of Distributed Control Systems (DCS) and related computing
devices, (iii) preparing graphic displays and deployment of Human Machine Interfaces (HMI), (iv) continually optimizing the automation
platform and systems to ensure process operations are conducted automatically to the full extent of their capabilities, and (v)
training activities to Recipient in connection with each of the aforementioned services.


 


9. OT S&N Safety Engineering
Services: Hazard Analysis, Risk Identification, Design of SafetyInstrumented Systems Including Deployment and Life-Cycle Support:
Provide services in connection with: (A) participating in teams tasked with the performance of hazardous operations analysis (HAZOP),
process hazard analysis (PHA) and layers of protection analysis (LOPA) and generate



    	S-36



    		 



    

guidance for the determination of appropriate
automation-based mitigating remedies; (B) providing technical knowledge with respect to required safety automation codes and regulations
applicable to manufacturing facilities and guide Recipient to achieve compliance, (C) preparing and managing organizational know-how
documentation (standards and best engineering practices) on the design, implementation, testing and validation of all life-cycle
activities associated with safety automation systems, (D) allocating appropriate safety layers for process risks identified in
hazard analysis, through the definition of Instrumented Protective Functions (IPF) and Safety Instrumented Functions (SIF), (E)
performing engineering calculations for the determination of Safety Integrity Levels (SIL) and analysis of optimal risk-reduction
alternatives, (F) documenting the capture all required specifications of the safety layers of the automation systems: functional
logic, reliability of devices, SIL calculations, testing procedures, protocols for installation, commissioning and validation,
(G) providing technical expertise on scoping and estimation of safety automated systems to capital projects throughout all their
development phases, (H) developing applications (programming) of safety-related logic, design and implement integration with Distributed
Control Systems (DCS) and Human-Machine Interfaces (HMI), provide commissioning services and lead testing and validation activities
for Safety Instrumented Systems (SIS), (I) delivering conceptual and detailed design of SIS fully compliant with IEC 61508 and
61511 standards (ANSI/ISA 84), including field instruments, actuators, logic solvers and interfaces to other systems, and (J) training
activities to Recipient in connection with each of the aforementioned services.


 


10. OT S&N Process Controls Systems
and Network Administration and Security: Provide services in connection with: (A) access control, including managing Recipient’s
employees who are authorized to access, operate, and modify the following system computing components of Recipient: firewalls,
gateways, switches, servers, workstations, and similar components, and the means to authenticate users and validate such users’
privileges, (B) change management, including controlling administrative and technical procedures for implementing modifications,
upgrades, additions and deletions of all system components, with modifications concerning hardware, operating and configuration
system software, third party software and documentation, (C) back-up and recovery, including organizing and implementing all activities
required to ensure that system software, application software, configuration parameters and critical process data can be retrieved
in the event of system faults, and be fully functional in the least amount of time possible, (D) data integrity, including managing
all ancillary systems required to guarantee that the automation information is available as needed (e.g., UPS, encryption servers,
anti-virus, patches and software version updates, and all other security activities, (E) performance monitoring, including managing
all activities required to determine the operational conditions of the following system elements: CPU utilization, cache utilization,
number of transactions, job waiting times, disk capacity utilization, system error messages, network traffic and load, I/O load,
alarms, and similar system elements, (F) performance delivery, including confirming that the system delivers the availability and
reliability required by the users, and that the expected performance does not degrade over time, which may require troubleshooting,
root cause analysis, implementation of fixes and day-to-day improvement, and (G) training activities to Recipient in connection
with each of the aforementioned services.


 


11. Orange Site Project Support:
For 3 months from the Distribution Date, provide project work support services to Recipient at the Orange Site. Such services and
support will be provided by [•], an employee of Provider.


 


12. MARS Project Support:
For 2 months from the Distribution Date, Provider will provide Recipient with support services relating to the MARS project, including
updating the master file for material master data in Access, updating CIP master data, such as PIR/Source List aligned with Spring
schedule, and troubleshooting planning and execution issues. Such services and support will be provided by [•], an employee
of Provider.



    	S-37



    		 



    

	2.	Procurement Services
	 	 	 
	 	Provider:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Procurement Services will be provided for up to 1 month from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.


 


Description of Procurement Services:


 


1. Colonial Heights Natural Gas Supply:
Administration of existing shared gas supply agreement servicing Recipient’s Colonial Heights location. Additionally, Provider
will be responsible for such location’s receipt of appropriate gas supply, which shall be consistent with the gas supply
provided to such location prior to the Distribution Date, and Provider will promptly pay any and all invoices relating to such
shared gas supply agreement. Such shared gas supply agreement currently has an expiration date of October 31, 2016. Recipient will
reimburse Provider for a portion of the actual costs of natural gas supply to the Colonial Heights location during the Term, consistent
with the allocation of actual costs of natural gas supply between Recipient and Provider which exist as of the Distribution Date.


 


2. Packaging Buyer Support:
For a period expiring on the earlier of: (A) 3 months from the Distribution Date, and (B) 1 month following Recipient’s identification,
and Provider’s reasonable acceptance, of a replacement employee, Provider will support Recipient’s packaging procurement
requirements by making a Provider employee available to perform Recipient’s packaging procurement requirements, including
the training of Recipient’s replacement employee and/or employees that perform similar functions, as reasonably assigned
by Recipient. Notwithstanding the foregoing, such employee shall only be available to Recipient to perform the aforementioned Packaging
Buyer Support services for a maximum of 15 hours per work week.


 


3. Direct Tolling Buyer Support:
For a period expiring on the earlier of: (A) 3 months from the Distribution Date, and (B) 1 month following Recipient’s identification,
and Provider’s reasonable acceptance, of a replacement employee, Provider will support Recipient’s direct tolling procurement
requirements by making a Provider employee available to perform Recipient’s direct tolling procurement requirements, including
training of Recipient’s replacement employee and/or employees that perform similar functions, as reasonably assigned by Recipient.
Notwithstanding the foregoing, such employee



    	S-38



    		 



    

shall only be available to Recipient to
perform the aforementioned Direct Tolling Buyer Support services for a maximum of 8 hours per work week.


 


	3.	Customer Support Services
	 	 	 
	 	Provider:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.
	 	 	 
	 	Term:	The Customer Support Services will be provided for up to 2 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.


 


Description of Customer Support
Services:


 


1. MARS Project Support:
Provide Recipient with, and make available to Recipient, 1 full time equivalent employee of Provider’s Customer Service staff,
who will provide taxware support to Recipient in connection with Recipient’s MARS project. Recipient may provide written
notice to Provider that it no longer requires this Service, and the charges relating to this Service shall be prorated.


 


	4.	Supply Chain / Logistics Services
	 	 	 
	 	Provider:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Services and Charges:	See Annex 1.




    	S-39



    		 



    

	 	Term:	The Supply Chain / Logistics Services will be provided for up to 4 months from the Distribution Date, except to the extent that another period is expressly specified herein, or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.


 


Description of Supply Chain /
Logistics Services:


 


1. Rail Procurement: Provide
rail procurement support through [•]. an employee of Provider..
[•] will complete all of Recipient’s rail procurement work, as assigned by Recipient, and train any of Recipient’s
employees that are engaged to perform rail procurement support, or similar work, after the expiration of the Term.


 


2. Bulk Marine Execution:
For a period of 4 months from the Distribution Date, Provider will provide Recipient with bulk marine operational support, which
shall be provided by Provider’s employee, [•]. Such support includes, but is not
limited to, vessel nomination and coordination between ship owners, suppliers and the Recipient’s plant, as well as support
during operational emergencies. Provider, through [•], will train a designated Recipient employee in bulk marine operational
support during the Term.


 


	5.	Financial
Services
	 	 	 
	 	Provider:	AdvanSix Resins & Chemicals
LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	Honeywell International Inc.
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:




	 	Services and Charges:	See Annex
1.
	 	 	 
	 	Term:	The Financial Services will be provided during the months of September, 2016 and October, 2016,
or unless extended or earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Note:	Provider will perform the services described in the Description of Services.


 


Description of Financial Services:


 


1. FICO Transition Services:
Provide FICO transition
services to Recipient for the AM 900 SAP Client during the Term such that (a) all SAP sub-systems are settled through FICO prior
to the expiration or termination of the Term, and (b) Recipient may service such AM 900 SAP Client internally after the expiration
or termination of the Term.  Such services include creating scorecards and reporting, and making the Provider employee responsible
for the CIP 900 FICO module in SAP, specifically, [•], available to Recipient to address and answer Recipient’s ad hoc
questions.


 


    	S-40



    		 



    

Annex 1 to Schedule B


 


Services and Charges


 


	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes
	 	 	 	 	 
	Operating & Manufacturing Services:	 	 	 	 
	 	 	 	 	 
	1. Energy & Sustainability	 	$0.00*	 	 
	 	 	 	 	 
	2. Simulation Services	 	$0.00*	 	 
	 	 	 	 	 
	3. Support for Advanced Materials (AM), Orange Site and China Projects	 	$0.00*	 	 
	 	 	 	 	 
	4. Discipline Engineering Support and ME Support	 	$0.00*	 	 
	 	 	 	 	 
	5. Project Controls Support	 	$0.00*	 	 
	 	 	 	 	 
	6. OT S&N General Support of Other OT Systems and Networks	 	$0.00*	 	 
	 	 	 	 	 
	7. OT S&N Process Control Optimization and Advanced Applications	 	$0.00*	 	 
	 	 	 	 	 
	8. OT S&N Capital Projects and Automation Step-Change Support	 	$0.00*	 	 
	 	 	 	 	 
	9. OT S&N Safety Engineering Services: Hazard Analysis, Risk Identification, Design of Safety Instrumented Systems Including Deployment and Life-Cycle Support	 	$0.00*	 	 
	 	 	 	 	 
	10. OT S&N Process Controls Systems and Network Administration and Security	 	$0.00*	 	 
	 	 	 	 	 
	11. Orange Site Project Support	 	$14,800.00	 	 
	 	 	 	 	 
	12. Mars Project Support	 	$2,275.00	 	 
	 	 	 	 	 
	Total Operating & Manufacturing Services:	 	$ 17,075.00	 	 
	 	 	 	 	 
	*Variable, billed on a $122.85 per hour basis.	 	 	 	 
	 	 	 	 	 
	Procurement Services:	 	 	 	 
	 	 	 	 	 
	1. Colonial Heights Natural Gas Supply	 	$1,050.00	 	Variable
	 	 	 	 	 
	2. Packaging Buyer Support	 	$5,215.00	 	 
	 	 	 	 	 
	3. Direct Tolling Buyer Support	 	$5,756.00	 	 




    	S-41



    		 



    

	Service	 	Monthly Billing

Amount



(in US Dollars)	 	Applicable Notes
	Total Customer Support Services:	 	$12,021.00	 	 
	 	 	 	 	 
	Customer Support Services:	 	 	 	 
	 	 	 	 	 
	1. MARS Project Support	 	$6,558.30	 	 
	 	 	 	 	 
	Total Procurement Services:	 	$6,558.30	 	 
	 	 	 	 	 
	Supply Chain / Logistics Services:	 	 	 	 
	 	 	 	 	 
	1. Rail Procurement	 	$4,200.00	 	 
	 	 	 	 	 
	2. Bulk Marine Execution	 	$1,421.87	 	 
	 	 	 	 	 
	Total Supply Chain/Logistics Services:	 	$5,621.87	 	 
	 	 	 	 	 
	Financial Services:	 	 	 	 
	 	 	 	 	 
	1. FICO Transition Services	 	$14,250.00	 	 
	 	 	 	 	 
	Total Financial Services:	 	$14,250.00	 	 




    	S-42



    		 



    

Schedule C


 


[Intentionally Omitted]



    	S-43



    		 



    

Schedule D


 


[Intentionally Omitted]



    	S-44



    		 



    

Schedule E


 


Shared Real Property


 


	 	Provider:	Honeywell International Inc.
	 	 	Global Real Estate
	 	 	21925 Field Parkway, Suite 220
	 	 	Deer Park, Illinois 60010
	 	 	Attention:
	 	 	Telephone:
	 	 	 
	 	Recipient:	AdvanSix Resins & Chemicals LLC
	 	 	115 Tabor Road
	 	 	Morris Plains, NJ 07950
	 	 	Attention:
	 	 	Telephone:


 


	 	Term:	The Shared Real Property will be provided from 12 months from the Distribution, except to the extent that another period is expressly specified in this Schedule E with respect to any Shared Real Property described below, or unless earlier terminated, in whole or in part, in accordance with the relevant provisions of this Agreement.
	 	 	 
	 	Restrictions Applicable to the Shared Real Property	Recipient’s occupancy and use of the Shared Real Property is subject to any rules and restrictions Provider may impose from time to time, in its sole discretion (including, without limitation, with respect to use by Recipient and its Personnel of existing employee entrances). Further, Provider may restrict Recipient from occupying or using any part of any Shared Real Property described below if Provider determines, in its sole discretion, that such restriction is reasonably necessary for the conduct of Provider’s business.


 


Shared Real Property to be provided
by Honeywell to AdvanSix:


 


		·	Continued occupancy of, and access to, certain portions Provider’s Morris Plains, New Jersey
location, commonly known as 115 Tabor Road, Morris Plains, NJ, including continued access to all of the “Common Areas”,
as designated by Provider, in each case, solely for use as Recipient’s headquarters. Recipient’s right to occupy and
access Provider’s Morris Plains location, as described herein, shall terminate on the earlier of: (A) 12 months after the
Distribution Date, or (B) at such time as Provider determines that Recipient has adequately transitioned into its new headquarters.
The Monthly License Fee for the Morris Plains location shall be $15,000.



 


		·	Occupancy of, and access to, that certain 3,900 square foot portion of the research and development
offices and laboratory space in Provider’s Morristown CTC, New Jersey location, commonly known as 101 Columbia Road, Morristown,
NJ, for a Term of 12 months beginning on the Distribution Date, including access to all of the “Common Areas”, as designated
by Provider, in each case, solely for use as Recipient’s research and development activities. Recipient’s right to
occupy and access Provider’s Morristown CTC’s location, as




    	S-45



    		 



    

described herein,
shall terminate on the earlier of: (A) 12 months after the Distribution Date, or (B) at such time as Provider determines that Recipient
has adequately transitioned into its new headquarters. The Monthly License Fee for the Morristown location shall be $9,750.



    	S-46