Exhibit 10.4


 


Confidential Treatment Requested by AdvanSix Inc.


 


AMENDED AND RESTATED

CAPROLACTAM AND POLYMER SUPPLY AGREEMENT


 


This Amended and Restated
Caprolactam and Polymer Supply Agreement (this “Agreement”) is made as of April 1, 2013, by and between Honeywell
Resins & Chemicals LLC, a Delaware limited liability company f/k/a Honeywell Nylon, LLC (“Seller”), and Shaw Industries
Group, Inc., a Georgia corporation (“Buyer”).


 


WHEREAS, pursuant to
the Facilities Purchase Agreement dated August 31, 2005, by and between Honeywell International Inc., Honeywell Intellectual Properties
Inc. and Seller (collectively the “Honeywell Group”), and Buyer, the Honeywell Group has sold to Buyer certain assets
constituting its Columbia, Clemson and Anderson facilities (the “Columbia Facility”, the “Clemson Facility”,
and the “Anderson Facility” respectively) (the Columbia Facility, the Clemson Facility and the Anderson Facility shall
be referred to herein collectively as the “Facilities”);


 


WHEREAS, contemporaneously
with the consummation of the transactions contemplated by the aforementioned Facilities Purchase Agreement, Buyer and Seller executed
and delivered that certain Caprolactam and Polymer Supply Agreement dated as of October 29, 2005 (as amended, the “Prior
Agreement”); and


 


WHEREAS, Buyer and
Seller desire to amend and restate the Prior Agreement, and in connection therewith, Buyer desires for a period of time to obtain
supplies of caprolactam and polymer for its facilities, including, without limitation, a supply of caprolactam for the Columbia
and Clemson Facilities and other polymer producing facilities, and a supply of polymer for various fiber producing locations owned
by or affiliated with Buyer; and


 


WHEREAS, Buyer desires
to supply to Seller and Seller desires to purchase from Buyer washwater produced in the Columbia and Clemson Facilities for a
period of time.


 


NOW, THEREFORE, in
consideration of the mutual promises contained herein, the parties agree as follows:


 


DEFINITIONS


 


For the purposes of
this Agreement, when capitalized, the following terms, whether singular or plural, have the meanings specified in this section:


 


“Affiliate”
indicates a relationship to a specified person, firm, corporation, partnership, limited liability company, association or entity,
and means any person, firm, corporation, partnership, limited liability company, association or entity that, directly or indirectly
or through one or more intermediaries, controls, is controlled by or is under common control with such person, firm, corporation,
partnership, limited liability company, association or entity.


 


“Agreement”,
as defined in the recitals hereof, shall include all Exhibits and Schedules hereto, as the same may be amended by the parties
from time to time.



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Confidential Treatment Requested by AdvanSix Inc.


 


“Anderson Facility”
is defined in the recitals hereof.


 


“Annual Planning
Forecast” is defined in Article 3.1(b).


 


“Buyer”
is defined in the recitals hereof.


 


“Caprolactam
Adder Amount” is defined in Article 2.1.


 


“Caprolactam
Index Amount” is defined in Schedule 2.1(I).


 


“Clemson Facility”
is defined in the recitals hereof.


 


“Columbia Facility”
is defined in the recitals hereof.


 


“Confidential
Information” is defined in Article 7.1.


 


“Effective Date”
means the date first set forth hereinabove.


 


“[ * * * ] Caprolactam”
means caprolactam meeting the specifications set out on Exhibit A attached hereto.


 


“Facilities”
is defined in the recitals hereof.


 


“Fiscal Month”,
“Fiscal Quarter”, and “Fiscal Year” depends on the month or quarter in question, as follows: a fiscal
year-end is the Saturday closest to December 31 each year. Fiscal quarters are comprised of 13 weeks each, whereby there are 5
weeks for the first fiscal month, 4 weeks for the second fiscal month, and 4 weeks for the third fiscal month. Further, once every
7 years, the fourth quarter has 5 weeks in its last month. For the purpose of this Agreement, the first Fiscal Month and first
Fiscal Quarter of Fiscal Year 2013 commenced on December 30, 2012.


 


“Forecast”
is defined in Article 3.1(a) hereof.


 


“Governmental
Body” means any federal, state, local, municipal, foreign, or other government; or governmental or quasi-governmental authority
of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal).


 


[ * * * ]


 


“Initial Term”
is defined in Article 6.1 hereof.


 


“Limited Performance
Warranty” is defined in Article 5.1(a)(ii) hereof.


 


“[ * * * ] Polymer”
means polymer meeting the specifications set out in Exhibit B attached hereto.


 


[ * * * ]



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Confidential Treatment Requested by AdvanSix Inc.


 


[ * * * ]


 


“Maximum Volume”
is defined in Article 1.2 hereof.


 


“Minimum Volume”
is defined in Article 1.2 hereof.


 


“Person”
means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company,
joint venture, estate, trust, association, organization, labor union, or other entity or Governmental Body.


 


“Polymer”
means [ * * * ] Polymer.


 


“Polymer Adder”
is defined in Article 2.2 hereof.


 


“Polymer Index
Amount” is defined in Schedule 2.1(II) hereto.


 


“Prior Agreement”
is defined in the recitals hereof.


 


“Product”
is defined in Article 1.5 hereof.


 


“Product Warranty”
is defined in Article 5.1 hereof.


 


“Renewal Term”
is defined in Article 6.1 hereof.


 


“Seller”
is defined in the recitals hereof.


 


“Specifications”
is defined in Article 5.1(a)(i) hereof.


 


“Term”
is defined in Article 6.1 hereof.


 


“Washwater”
means all washwater produced in the production of polymer in the manufacturing processes at the Columbia Facility and the Clemson
Facility during the Term.


 


ARTICLE
I - SALE AND PURCHASE


 


1.1.      Amendment
and Restatement. This Agreement supersedes and replaces in its entirety the Prior Agreement, as amended, as in effect immediately
prior hereto.


 


1.2.      Purchase
and Sale of Product. During the term of this Agreement, except as provided in Articles 1.3 and 1.4 below, Seller hereby agrees
to sell to Buyer, and Buyer hereby agrees to purchase from Seller, each Fiscal Year, for use and consumption by Buyer and its
Affiliates, a minimum of [ * * * ] ([ * * * ]) pounds of Product (the “Minimum Volume”), and a maximum of [ * * *
] ([ * * * ]) pounds of Product (the “Maximum Volume”), including:


 


		(a)	a
                                                                                                                                                                                   minimum
                                                                                                                                                                                   of
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   and
                                                                                                                                                                                   a
                                                                                                                                                                                   maximum
                                                                                                                                                                                   of
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   pounds
                                                                                                                                                                                   per
                                                                                                                                                                                   Fiscal
                                                                                                                                                                                   Year
                                                                                                                                                                                   (or
                                                                                                                                                                                   a
                                                                                                                                                                                   pro
                                                                                                                                                                                   rata
                                                                                                                                                                                   amount
                                                                                                                                                                                   thereof
                                                                                                                                                                                   in
                                                                                                                                                                                   any
                                                                                                                                                                                   partial
                                                                                                                                                                                   Fiscal
                                                                                                                                                                                   Year
                                                                                                                                                                                   during
                                                                                                                                                                                   the
                                                                                                                                                                                   Term)
                                                                                                                                                                                   of
                                                                                                                                                                                   Polymer
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ].




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Confidential Treatment Requested by AdvanSix Inc.


 


		(b)	a
                                                                                                                                                                                   maximum
                                                                                                                                                                                   of
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   pounds
                                                                                                                                                                                   per
                                                                                                                                                                                   Fiscal
                                                                                                                                                                                   Year
                                                                                                                                                                                   of
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   Caprolactam.



 


		(c)	[
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]



 


		(d)	At
                                                                                                                                                                                   the
                                                                                                                                                                                   sole
                                                                                                                                                                                   option
                                                                                                                                                                                   of
                                                                                                                                                                                   Buyer,
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   may
                                                                                                                                                                                   provide
                                                                                                                                                                                   caprolactam
                                                                                                                                                                                   Product
                                                                                                                                                                                   to
                                                                                                                                                                                   a
                                                                                                                                                                                   third
                                                                                                                                                                                   party
                                                                                                                                                                                   designated
                                                                                                                                                                                   by
                                                                                                                                                                                   Buyer,
                                                                                                                                                                                   for
                                                                                                                                                                                   further
                                                                                                                                                                                   processing
                                                                                                                                                                                   into
                                                                                                                                                                                   polymer
                                                                                                                                                                                   or
                                                                                                                                                                                   fiber;
                                                                                                                                                                                   it
                                                                                                                                                                                   being
                                                                                                                                                                                   acknowledged
                                                                                                                                                                                   that
                                                                                                                                                                                   any
                                                                                                                                                                                   such
                                                                                                                                                                                   caprolactam
                                                                                                                                                                                   may
                                                                                                                                                                                   not
                                                                                                                                                                                   be
                                                                                                                                                                                   sold
                                                                                                                                                                                   to
                                                                                                                                                                                   such
                                                                                                                                                                                   third
                                                                                                                                                                                   party.



 


Nothing in this Agreement is intended
to imply any geographical limitation, and Buyer shall not be restricted to use of any Product at any particular Facility, but
may use any Product in any of its facilities, whether presently owned, or expanded, purchased or constructed after the Effective
Date.


 


1.3.      2013 Volume
Adjustment. Notwithstanding Article 1.2 of this Agreement, between July 1, 2013, through December 31, 2013 (i) the annual
Minimum Volume shall be [ * * * ] ([ * * * ]) pounds of Product, and (ii) the annual Maximum Volume shall be [ * * * ] ([ * *
* ]) pounds of Product. Under Article 1.2(a) of the Agreement, the minimum annual volume for Polymer shall be [ * * * ] pounds
([ * * * ]) and the maximum annual volume for Polymer shall be [ * * * ] pounds ([ * * * ]) from July 1, 2013 through December
31, 2013.


 


1.4.      Further Volume
Adjustments. Notwithstanding any of the foregoing contained in this Agreement, overall volume ranges of Product to be purchased
by the Buyer during the periods described in the Agreement may be amended, with respect to any [ * * * ] ([ * * * ])-month period,
to reflect an increase or decrease in the annualized rate in an amount not to exceed [ * * * ] ([ * * * ]) pounds, with [ * *
* ] ([ * * * ]) days prior written notice by the Buyer to Seller; provided, however, that under no circumstance shall the Buyer
be entitled to purchase Product at an annualized rate of more than [ * * * ] ([ * * * ]) pounds. In the event of any such amendment,
notwithstanding the provisions of the Agreement, such range of annualized rate of Product to be purchased by the Buyer established
by such an amendment shall remain in effect until such time, if any, that the Buyer shall again exercise its rights under and
subject to this Article 1.4 to further increase or decrease in the minimum and/or maximum annualized rate of Product to be purchased
by the Buyer then-in-effect in an amount not to exceed [ * * * ] ([ * * * ]) pounds.


 


1.5.      Product Definition.
[ * * * ] Caprolactam, [ * * * ] and [ * * * ] Polymer shall be referred to herein collectively as “Product”. The
parties agree that, at Seller’s sole discretion, Seller may, upon giving written notice to Buyer, [ * * * ].


 


1.6.      Planned Outages.
The parties recognize that each will from time to time have a planned manufacturing outage at one or more of its facilities and
those outages will affect the supply or purchase volumes in such months. The parties agree to inform each other of such planned
outages as far in advance as possible by means of the communications referenced in Article III. Buyer shall use all reasonable
efforts to store Product in



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Confidential Treatment Requested by AdvanSix Inc.


 

inventory at its facilities
and to manage its downstream inventory during such outages. Seller shall use all reasonable efforts to increase its rate of supply
immediately before and after such outages. In the event of a planned outage, unplanned outage or shortage of supply of a raw or
intermediate material produced by Seller and not covered by the Caprolactam Index Amount, during the period of the outage Seller
may offer Buyer the choice of purchasing Product at a negotiated price or to forego the volume of Product impacted by the outage
or shortage. Intermediate material can be, but is not limited to, ammonia, sulfuric acid or oleum. If Buyer decides to forego
the volume of Product impacted by the shortage, the volume of Product foregone shall be applied against the volume purchase requirements
in Article 1.2 of this Agreement. The period of the negotiated price is only for the period of the outage suffered by Seller.


 


1.7.      No Resale.
All Product supplied hereunder shall be solely for internal consumption by Buyer and its Affiliates to make fiber, and Buyer shall
not resell any Product acquired from Seller to any Person other than Affiliates of Buyer during the Term. Buyer is expressly permitted
to make, use and/or sell special polymers or resins if Buyer is using: (i) Buyer’s know-how (other than know-how licensed
from Seller) and (ii) caprolactam obtained from a source other than Seller.


 


1.8.      Washwater
Supply. During the Term, Buyer shall supply to Seller and Seller shall purchase from Buyer the Washwater. Such Washwater shall
contain on average for each Fiscal Year during the Term at least [ * * * ] percent ([ * * * ]%) monomer equivalent caprolactam.


 


ARTICLE
II - PRICING


 


2.1.      Caprolactam
Pricing. The price for each pound of [ * * * ] Caprolactam shall be the sum of (x) [ * * * ] ([ * * * ]) plus (y) the Caprolactam
Index Amount (as defined in Schedule 2.1(I)), which, may be a positive or a negative amount, plus (z) the Caprolactam Adder Amount.
The Caprolactam Adder Amount shall be: (i) for the period of [ * * * ], through [ * * * ], [ * * * ] ([ * * * ]) per pound of
Product, (ii) for the period of [ * * * ], through [ * * * ], [ * * * ] ([ * * * ]) per pound of Product, and (iii) for the period
of [ * * * ], through the last day of the Term, [ * * * ] ([ * * * ]) per pound of Product.


 


2.2.      Polymer Pricing.
The price for each pound of [ * * * ] Polymer shall be [ * * * ] ([ * * * ]) (the “Polymer Adder”) above the [ * *
* ] Caprolactam price (calculated pursuant to Article 2.1 above) for such Fiscal Month, plus the Polymer Index Amount (as defined
in Schedule 2.1(II)), which, may be a positive or a negative amount.


 


2.3.      Pricing Above
Maximum Volume. The pricing of any volumes purchased by the Buyer in excess of the Maximum Volume in a Fiscal Year will be
separately negotiated by Buyer and Seller at the time of purchase. In any Fiscal Year, Seller is not obligated to sell any quantity
of Product in excess of the Maximum Volume.


 


2.4.      Washwater
Pricing. The price for each pound of Washwater shall be equal to (A) the percentage of caprolactam contained in such pound
multiplied by the price per pound of [ * * * ] Caprolactam (calculated pursuant to Article 2.1 above) in effect from



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Confidential Treatment Requested by AdvanSix Inc.


 

time to time under
this Agreement, minus (B) [ * * * ] ([ * * * ]). The percentage of caprolactam contained in a pound of Washwater shall
be calculated by Seller at its Hopewell facility, and shall include only monomer equivalent caprolactam, with no credit being
given for any oligomers present in the Washwater. If in any Fiscal Year the average percentage of caprolactam in all Washwater
supplied that year is not at least [ * * * ] percent ([ * * * ]%), then Seller may invoice Buyer for an increased pro-rata share
of its caprolactam recovery costs commensurate with the actual percentage of caprolactam contained in Washwater during the year.


 


2.5.      Payment Terms.
Seller shall issue monthly consolidated invoices for Product actually delivered to Buyer, with a credit for Washwater based on
the pricing above (which invoice will show the percentage of caprolactam recovered from the Washwater), within three (3) days
after the end of each Fiscal Month during the Term. Seller shall also issue regular statements setting forth the percentage of
recycled caprolactam contained in the caprolactam [ * * * ] purchased by Buyer hereunder. All such invoices will be submitted
to the attention of Buyer’s Corporate Accounts Payable Department. Subject to review and confirmation by Buyer (including,
without limitation, Buyer’s reconciliation of Washwater shipped with the amount of Washwater shown on Seller’s invoice),
such review and confirmation to be completed and any disagreements therewith raised in writing within seven (7) business days
after receipt of Seller’s invoice, each invoice issued pursuant to this Agreement shall be payable by wire transfer on or
before the [ * * * ] ([ * * * ]) [ * * * ] following the end of the month covered by such invoice.


 


2.6.      Taxes, Duties,
Etc. Seller’s pricing for the Product, and Buyer’s pricing for the Washwater, [ * * * ]. Buyer is responsible
for [ * * * ]. Seller is responsible for [ * * * ]. If Seller is required to impose, levy, collect, withhold or assess any such
taxes, duties or charges on any transaction involving the sale of the Product under this Agreement, then in addition to the purchase price, Seller will [ * * * ]. If Buyer is required to impose, levy,
collect, withhold or assess any such taxes, duties or charges on any transaction involving the sale of Washwater under the terms of this Agreement, then in addition to the purchase price, Buyer will [ * * * ].
The last three sentences of this Article 2.6 will survive expiration or any termination of this Agreement.


 


2.7.      Payments.
Payment hereunder shall be made in lawful money of the United States. Buyer shall pay each invoice as and when due without right
of set-off, except with respect to Washwater, as set forth on the invoice, and except with respect to a dispute specifically involving
the invoice.


 


ARTICLE
III - PLANNING PROCESS; FORECASTS


 


3.1.      Forecasts
and Communications.


 


		(a)	On
                                                                                                                                                                                   or
                                                                                                                                                                                   before
                                                                                                                                                                                   the
                                                                                                                                                                                   fifteenth
                                                                                                                                                                                   (15th)
                                                                                                                                                                                   day
                                                                                                                                                                                   of
                                                                                                                                                                                   each
                                                                                                                                                                                   calendar
                                                                                                                                                                                   month,
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   provide
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller
                                                                                                                                                                                   a
                                                                                                                                                                                   written
                                                                                                                                                                                   forecast
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Forecast”)
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   types
                                                                                                                                                                                   and
                                                                                                                                                                                   quantities
                                                                                                                                                                                   of
                                                                                                                                                                                   Product
                                                                                                                                                                                   that
                                                                                                                                                                                   it
                                                                                                                                                                                   wishes
                                                                                                                                                                                   to
                                                                                                                                                                                   purchase
                                                                                                                                                                                   during
                                                                                                                                                                                   each
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   next
                                                                                                                                                                                   six
                                                                                                                                                                                   Fiscal
                                                                                                                                                                                   Months.
                                                                                                                                                                                   The
                                                                                                                                                                                   parties
                                                                                                                                                                                   shall
                                                                                                                                                                                   then
                                                                                                                                                                                   hold
                                                                                                                                                                                   a
                                                                                                                                                                                   meeting
                                                                                                                                                                                   or
                                                                                                                                                                                   teleconference
                                                                                                                                                                                   within
                                                                                                                                                                                   two
                                                                                                                                                                                   (2)
                                                                                                                                                                                   business
                                                                                                                                                                                   days
                                                                                                                                                                                   of
                                                                                                                                                                                   receipt
                                                                                                                                                                                   by
                                                                                                                                                                                   Seller
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   Forecast
                                                                                                                                                                                   to
                                                                                                                                                                                   resolve
                                                                                                                                                                                   issues
                                                                                                                                                                                   and
                                                                                                                                                                                   finalize
                                                                                                                                                                                   the
                                                                                                                                                                                   Forecast.
                                                                                                                                                                                   The
                                                                                                                                                                                   first
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   months
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   Forecast
                                                                                                                                                                                   shall
                                                                                                                                                                                   be
                                                                                                                                                                                   binding
                                                                                                                                                                                   on
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   as
                                                                                                                                                                                   long
                                                                                                                                                                                   as
                                                                                                                                                                                   such
                                                                                                                                                                                   Forecasts




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Confidential Treatment Requested by AdvanSix Inc.


 


otherwise comply with
the terms of this Agreement; provided, however, the binding Forecast with respect to the [ * * * ] month may vary
by as much as [ * * * ] percent ([ * * * ]%) of the total caprolactam Forecasted and [ * * * ] percent ([ * * * ]%) of the total
Polymer Forecasted. The [ * * * ] months of the Forecast shall be for planning purposes only and shall not constitute a firm purchase
order for such quantities of Product. In addition, the parties shall regularly communicate their planned outages to each other
as far in advance as practicable prior to such outages, and shall include in such communications the timing and expected duration
of such outages.


 


		(b)	In
                                                                                                                                                                                   addition
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   monthly
                                                                                                                                                                                   Forecasts
                                                                                                                                                                                   described
                                                                                                                                                                                   in
                                                                                                                                                                                   Article
                                                                                                                                                                                   3.1(a),
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   provide
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller,
                                                                                                                                                                                   no
                                                                                                                                                                                   later
                                                                                                                                                                                   than
                                                                                                                                                                                   September
                                                                                                                                                                                   of
                                                                                                                                                                                   each
                                                                                                                                                                                   year,
                                                                                                                                                                                   a
                                                                                                                                                                                   nonbinding
                                                                                                                                                                                   forecast
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   quantities
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   that
                                                                                                                                                                                   it
                                                                                                                                                                                   wishes
                                                                                                                                                                                   to
                                                                                                                                                                                   purchase
                                                                                                                                                                                   during
                                                                                                                                                                                   each
                                                                                                                                                                                   month
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   following
                                                                                                                                                                                   Fiscal
                                                                                                                                                                                   Year
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Annual
                                                                                                                                                                                   Planning
                                                                                                                                                                                   Forecast”).
                                                                                                                                                                                   No
                                                                                                                                                                                   later
                                                                                                                                                                                   than
                                                                                                                                                                                   September
                                                                                                                                                                                   of
                                                                                                                                                                                   each
                                                                                                                                                                                   year,
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   agree
                                                                                                                                                                                   to
                                                                                                                                                                                   meet
                                                                                                                                                                                   to
                                                                                                                                                                                   discuss
                                                                                                                                                                                   and
                                                                                                                                                                                   negotiate
                                                                                                                                                                                   in
                                                                                                                                                                                   good
                                                                                                                                                                                   faith
                                                                                                                                                                                   regarding
                                                                                                                                                                                   the
                                                                                                                                                                                   allocation
                                                                                                                                                                                   and
                                                                                                                                                                                   timing
                                                                                                                                                                                   of
                                                                                                                                                                                   Product
                                                                                                                                                                                   as
                                                                                                                                                                                   set
                                                                                                                                                                                   forth
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   Annual
                                                                                                                                                                                   Planning
                                                                                                                                                                                   Forecast,
                                                                                                                                                                                   with
                                                                                                                                                                                   the
                                                                                                                                                                                   mutual
                                                                                                                                                                                   goal
                                                                                                                                                                                   that
                                                                                                                                                                                   the
                                                                                                                                                                                   monthly
                                                                                                                                                                                   Forecasts
                                                                                                                                                                                   described
                                                                                                                                                                                   in
                                                                                                                                                                                   Article
                                                                                                                                                                                   3.1(a)
                                                                                                                                                                                   will
                                                                                                                                                                                   be
                                                                                                                                                                                   based
                                                                                                                                                                                   on
                                                                                                                                                                                   volumes
                                                                                                                                                                                   of
                                                                                                                                                                                   Product
                                                                                                                                                                                   and
                                                                                                                                                                                   production
                                                                                                                                                                                   schedules
                                                                                                                                                                                   that
                                                                                                                                                                                   are
                                                                                                                                                                                   commercially
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   for
                                                                                                                                                                                   supply
                                                                                                                                                                                   by
                                                                                                                                                                                   Seller
                                                                                                                                                                                   to
                                                                                                                                                                                   Buyer.
                                                                                                                                                                                   For
                                                                                                                                                                                   avoidance
                                                                                                                                                                                   of
                                                                                                                                                                                   doubt,
                                                                                                                                                                                   when
                                                                                                                                                                                   determining
                                                                                                                                                                                   what
                                                                                                                                                                                   is
                                                                                                                                                                                   “commercially
                                                                                                                                                                                   reasonable”
                                                                                                                                                                                   for
                                                                                                                                                                                   purposes
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   Article
                                                                                                                                                                                   3.1(b),
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   shall
                                                                                                                                                                                   specifically
                                                                                                                                                                                   consider
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   remelt
                                                                                                                                                                                   capabilities,
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   and
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   inventory
                                                                                                                                                                                   storage
                                                                                                                                                                                   capabilities,
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   and
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   planned
                                                                                                                                                                                   outages,
                                                                                                                                                                                   and
                                                                                                                                                                                   the
                                                                                                                                                                                   seasonality
                                                                                                                                                                                   of
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   Hopewell
                                                                                                                                                                                   facility’s
                                                                                                                                                                                   ability
                                                                                                                                                                                   to
                                                                                                                                                                                   supply
                                                                                                                                                                                   polymer.



 


3.2.      Purchase
Orders; Acceptance.


 


		(a)	Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   issue
                                                                                                                                                                                   purchase
                                                                                                                                                                                   orders
                                                                                                                                                                                   for
                                                                                                                                                                                   Product,
                                                                                                                                                                                   and
                                                                                                                                                                                   each
                                                                                                                                                                                   such
                                                                                                                                                                                   purchase
                                                                                                                                                                                   order
                                                                                                                                                                                   shall
                                                                                                                                                                                   constitute
                                                                                                                                                                                   a
                                                                                                                                                                                   firm
                                                                                                                                                                                   commitment
                                                                                                                                                                                   of
                                                                                                                                                                                   Buyer.
                                                                                                                                                                                   A
                                                                                                                                                                                   purchase
                                                                                                                                                                                   order
                                                                                                                                                                                   shall
                                                                                                                                                                                   include
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   ordered,
                                                                                                                                                                                   the
                                                                                                                                                                                   quantity,
                                                                                                                                                                                   the
                                                                                                                                                                                   requested
                                                                                                                                                                                   delivery
                                                                                                                                                                                   date,
                                                                                                                                                                                   the
                                                                                                                                                                                   delivery
                                                                                                                                                                                   or
                                                                                                                                                                                   ship-to
                                                                                                                                                                                   location
                                                                                                                                                                                   and
                                                                                                                                                                                   payment
                                                                                                                                                                                   terms.
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   accept
                                                                                                                                                                                   such
                                                                                                                                                                                   purchase
                                                                                                                                                                                   order
                                                                                                                                                                                   within
                                                                                                                                                                                   two
                                                                                                                                                                                   (2)
                                                                                                                                                                                   business
                                                                                                                                                                                   days,
                                                                                                                                                                                   as
                                                                                                                                                                                   long
                                                                                                                                                                                   as
                                                                                                                                                                                   it
                                                                                                                                                                                   includes
                                                                                                                                                                                   a
                                                                                                                                                                                   lead
                                                                                                                                                                                   time
                                                                                                                                                                                   of
                                                                                                                                                                                   fourteen
                                                                                                                                                                                   (14)
                                                                                                                                                                                   days
                                                                                                                                                                                   and
                                                                                                                                                                                   otherwise
                                                                                                                                                                                   complies
                                                                                                                                                                                   with
                                                                                                                                                                                   the
                                                                                                                                                                                   terms
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement.



 


		(b)	The
                                                                                                                                                                                   issuance
                                                                                                                                                                                   or
                                                                                                                                                                                   failure
                                                                                                                                                                                   to
                                                                                                                                                                                   issue
                                                                                                                                                                                   purchase
                                                                                                                                                                                   orders
                                                                                                                                                                                   shall
                                                                                                                                                                                   in
                                                                                                                                                                                   no
                                                                                                                                                                                   way
                                                                                                                                                                                   alter
                                                                                                                                                                                   any
                                                                                                                                                                                   obligation
                                                                                                                                                                                   or
                                                                                                                                                                                   right
                                                                                                                                                                                   of
                                                                                                                                                                                   either
                                                                                                                                                                                   party
                                                                                                                                                                                   hereunder,
                                                                                                                                                                                   including
                                                                                                                                                                                   any
                                                                                                                                                                                   obligation
                                                                                                                                                                                   or
                                                                                                                                                                                   right
                                                                                                                                                                                   contained
                                                                                                                                                                                   in
                                                                                                                                                                                   Article
                                                                                                                                                                                   I
                                                                                                                                                                                   or
                                                                                                                                                                                   II.



 


ARTICLE
IV - DELIVERIES


 


4.1.      Deliveries.
All deliveries of [ * * * ] Caprolactam shall be [ * * * ] (Incoterms 2010) Seller’s Hopewell facility (as modified by Article
4.2 below). All deliveries of [ * * * ] Polymer shall be [ * * * ] (Incoterms 2010) Seller’s Chesterfield facility (as



    	7



    	



    
Confidential Treatment Requested by AdvanSix Inc.


 


modified by Article
4.2 below). All deliveries of Washwater shall be [ * * * ] (Incoterms 2010) the Columbia and Clemson Facilities (as modified by
Article 4.2 below).


 


4.2.      Freight.


 


		(a)	For
                                                                                                                                                                                   all
                                                                                                                                                                                   deliveries
                                                                                                                                                                                   of
                                                                                                                                                                                   Product
                                                                                                                                                                                   hereunder,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   load
                                                                                                                                                                                   the
                                                                                                                                                                                   goods,
                                                                                                                                                                                   and
                                                                                                                                                                                   (i)
                                                                                                                                                                                   with
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   polymer,
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   select
                                                                                                                                                                                   the
                                                                                                                                                                                   carrier
                                                                                                                                                                                   and
                                                                                                                                                                                   pay
                                                                                                                                                                                   the
                                                                                                                                                                                   freight
                                                                                                                                                                                   on
                                                                                                                                                                                   all
                                                                                                                                                                                   deliveries
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   Product,
                                                                                                                                                                                   and
                                                                                                                                                                                   (ii)
                                                                                                                                                                                   with
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   caprolactam,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   select
                                                                                                                                                                                   the
                                                                                                                                                                                   carrier,
                                                                                                                                                                                   prepay
                                                                                                                                                                                   the
                                                                                                                                                                                   freight
                                                                                                                                                                                   and
                                                                                                                                                                                   add
                                                                                                                                                                                   the
                                                                                                                                                                                   cost
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   freight
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   invoice
                                                                                                                                                                                   (including
                                                                                                                                                                                   the
                                                                                                                                                                                   costs
                                                                                                                                                                                   of
                                                                                                                                                                                   leasing
                                                                                                                                                                                   and
                                                                                                                                                                                   maintaining
                                                                                                                                                                                   railcars).
                                                                                                                                                                                   If
                                                                                                                                                                                   Seller
                                                                                                                                                                                   provides
                                                                                                                                                                                   its
                                                                                                                                                                                   own
                                                                                                                                                                                   rail
                                                                                                                                                                                   car
                                                                                                                                                                                   service,
                                                                                                                                                                                   then
                                                                                                                                                                                   such
                                                                                                                                                                                   service
                                                                                                                                                                                   shall
                                                                                                                                                                                   be
                                                                                                                                                                                   provided
                                                                                                                                                                                   at
                                                                                                                                                                                   a
                                                                                                                                                                                   price
                                                                                                                                                                                   not
                                                                                                                                                                                   to
                                                                                                                                                                                   exceed
                                                                                                                                                                                   the
                                                                                                                                                                                   current
                                                                                                                                                                                   rail
                                                                                                                                                                                   rates
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   applicable
                                                                                                                                                                                   commodity.
                                                                                                                                                                                   Notwithstanding
                                                                                                                                                                                   the
                                                                                                                                                                                   provisions
                                                                                                                                                                                   contained
                                                                                                                                                                                   in
                                                                                                                                                                                   Article
                                                                                                                                                                                   3.2(b),
                                                                                                                                                                                   Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   indicate
                                                                                                                                                                                   plainly
                                                                                                                                                                                   the
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   purchase
                                                                                                                                                                                   order
                                                                                                                                                                                   number
                                                                                                                                                                                   on
                                                                                                                                                                                   all
                                                                                                                                                                                   bills
                                                                                                                                                                                   of
                                                                                                                                                                                   lading,
                                                                                                                                                                                   invoices
                                                                                                                                                                                   and
                                                                                                                                                                                   freight
                                                                                                                                                                                   bills.
                                                                                                                                                                                   Each
                                                                                                                                                                                   shipment
                                                                                                                                                                                   must
                                                                                                                                                                                   contain
                                                                                                                                                                                   a
                                                                                                                                                                                   record
                                                                                                                                                                                   showing
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   name,
                                                                                                                                                                                   contents
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   shipment
                                                                                                                                                                                   and
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   purchase
                                                                                                                                                                                   order
                                                                                                                                                                                   number.
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   will
                                                                                                                                                                                   arrange
                                                                                                                                                                                   for
                                                                                                                                                                                   between
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   and
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   to
                                                                                                                                                                                   sit
                                                                                                                                                                                   at
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   Chesterfield
                                                                                                                                                                                   facility
                                                                                                                                                                                   to
                                                                                                                                                                                   enable
                                                                                                                                                                                   continuous
                                                                                                                                                                                   loading
                                                                                                                                                                                   of
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   Polymer
                                                                                                                                                                                   at
                                                                                                                                                                                   such
                                                                                                                                                                                   facility
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   polymers.



 


		(b)	Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   load
                                                                                                                                                                                   the
                                                                                                                                                                                   goods,
                                                                                                                                                                                   and
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   select
                                                                                                                                                                                   the
                                                                                                                                                                                   carrier
                                                                                                                                                                                   and
                                                                                                                                                                                   pay
                                                                                                                                                                                   the
                                                                                                                                                                                   freight
                                                                                                                                                                                   on,
                                                                                                                                                                                   all
                                                                                                                                                                                   deliveries
                                                                                                                                                                                   of
                                                                                                                                                                                   Washwater.



 


4.3.      Title.
Title to and risk of loss in Product and Washwater shall in all cases transfer upon delivery pursuant to Article 4.1.


 


4.4.      Lot Size.
All deliveries of Product pursuant to this Agreement shall be by means of rail cars or trucks. All deliveries of Washwater pursuant
to this Agreement shall be by means of trucks. If Buyer desires that some Product be packaged in boxes and Seller agrees, Buyer
shall bear all direct costs of such packaging.


 


4.5.      Weights and
Measurements. Seller’s weights and measurements taken at the shipping facility shall govern unless proven to be in error.
Variations of [ * * * ] percent ([ * * * ]%) or less from the weight or quantity of any shipment shall be disregarded. Buyer shall
be solely responsible for removing all Product from railcars and trucks, as applicable. Seller shall be solely responsible for
removing all Washwater from railcars and trucks, as applicable, and in no event shall Seller be entitled to heel credits from
Buyer.


 


4.6.      Demurrage.
Buyer agrees to pay all demurrage or detention charges that are incurred for railcars or trucks that sit at any of Buyer’s
facilities (including holding areas dedicated to but immediately outside such facilities) except for those arising solely as a
result of Seller’s investigation of a claim pursuant to Article 5.6 hereof. For railcars coming from the Hopewell facility
at a reasonably regular schedule, demurrage charges will be charged at actual documented cost for each day after the third day
that a railcar sits at any of Buyer’s facilities (including holding areas dedicated to but immediately



    	8



    	



    
Confidential Treatment Requested by AdvanSix Inc.


 


outside such facilities).
For trucks arranged by Seller, demurrage charges of actual documented costs will be charged for each quarter of an hour in excess
of two hours that a truck sits at any of Buyer’s facilities (including holding areas dedicated to but immediately outside
such facilities).


 


ARTICLE
V - REPRESENTATIONS; WARRANTIES; LIMITATION OF LIABILITY


 


5.1.      Representations
and Warranties regarding Product. Seller represents and warrants to Buyer as follows (the “Product Warranty”):


 


		(a)	Product.
                                                                                                                                                                                   With
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   each
                                                                                                                                                                                   sale
                                                                                                                                                                                   of
                                                                                                                                                                                   Product,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   warrants
                                                                                                                                                                                   as
                                                                                                                                                                                   follows:



 


		(i)	The
                                                                                                                                                                                   Product
                                                                                                                                                                                   shall
                                                                                                                                                                                   conform
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   applicable
                                                                                                                                                                                   specifications
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   (the
                                                                                                                                                                                   “Specifications”),
                                                                                                                                                                                   as
                                                                                                                                                                                   modified
                                                                                                                                                                                   from
                                                                                                                                                                                   time
                                                                                                                                                                                   to
                                                                                                                                                                                   time
                                                                                                                                                                                   as
                                                                                                                                                                                   provided
                                                                                                                                                                                   in
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement.
                                                                                                                                                                                   Except
                                                                                                                                                                                   as
                                                                                                                                                                                   otherwise
                                                                                                                                                                                   provided
                                                                                                                                                                                   in
                                                                                                                                                                                   this
                                                                                                                                                                                   Article
                                                                                                                                                                                   V,
                                                                                                                                                                                   and
                                                                                                                                                                                   except
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   extent
                                                                                                                                                                                   that
                                                                                                                                                                                   any
                                                                                                                                                                                   third-party
                                                                                                                                                                                   claims
                                                                                                                                                                                   regarding
                                                                                                                                                                                   injury
                                                                                                                                                                                   to
                                                                                                                                                                                   person
                                                                                                                                                                                   or
                                                                                                                                                                                   property
                                                                                                                                                                                   may
                                                                                                                                                                                   relate
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   Specifications,
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   sole
                                                                                                                                                                                   remedy
                                                                                                                                                                                   for
                                                                                                                                                                                   breach
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   warranty
                                                                                                                                                                                   shall
                                                                                                                                                                                   be
                                                                                                                                                                                   replacement
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   nonconforming
                                                                                                                                                                                   Product.



 


		(ii)	The
                                                                                                                                                                                    gels
                                                                                                                                                                                    and
                                                                                                                                                                                    insolubles
                                                                                                                                                                                    that
                                                                                                                                                                                    are
                                                                                                                                                                                    constituent
                                                                                                                                                                                    elements
                                                                                                                                                                                    of
                                                                                                                                                                                    the
                                                                                                                                                                                    polymer
                                                                                                                                                                                    Product,
                                                                                                                                                                                    and
                                                                                                                                                                                    any
                                                                                                                                                                                    organic
                                                                                                                                                                                    contaminants
                                                                                                                                                                                    and
                                                                                                                                                                                    insolubles
                                                                                                                                                                                    in
                                                                                                                                                                                    the
                                                                                                                                                                                    caprolactam
                                                                                                                                                                                    Product
                                                                                                                                                                                    that
                                                                                                                                                                                    are
                                                                                                                                                                                    outside
                                                                                                                                                                                    the
                                                                                                                                                                                    applicable
                                                                                                                                                                                    Specifications,
                                                                                                                                                                                    will
                                                                                                                                                                                    not
                                                                                                                                                                                    cause
                                                                                                                                                                                    a
                                                                                                                                                                                    statistically
                                                                                                                                                                                    significant
                                                                                                                                                                                    loss
                                                                                                                                                                                    of
                                                                                                                                                                                    efficiency
                                                                                                                                                                                    or
                                                                                                                                                                                    yield
                                                                                                                                                                                    in
                                                                                                                                                                                    Buyer’s
                                                                                                                                                                                    polymer
                                                                                                                                                                                    or
                                                                                                                                                                                    spinning
                                                                                                                                                                                    processes
                                                                                                                                                                                    (the
                                                                                                                                                                                    “Limited
                                                                                                                                                                                    Performance
                                                                                                                                                                                    Warranty”).
                                                                                                                                                                                    If
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    determines
                                                                                                                                                                                    that
                                                                                                                                                                                    there
                                                                                                                                                                                    has
                                                                                                                                                                                    been
                                                                                                                                                                                    a
                                                                                                                                                                                    statistically
                                                                                                                                                                                    significant
                                                                                                                                                                                    loss
                                                                                                                                                                                    of
                                                                                                                                                                                    efficiency
                                                                                                                                                                                    or
                                                                                                                                                                                    yield
                                                                                                                                                                                    in
                                                                                                                                                                                    its
                                                                                                                                                                                    polymerization
                                                                                                                                                                                    or
                                                                                                                                                                                    spinning
                                                                                                                                                                                    processes
                                                                                                                                                                                    using
                                                                                                                                                                                    the
                                                                                                                                                                                    Product,
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    shall
                                                                                                                                                                                    (A)
                                                                                                                                                                                    notify
                                                                                                                                                                                    Seller
                                                                                                                                                                                    within
                                                                                                                                                                                    forty-eight
                                                                                                                                                                                    (48)
                                                                                                                                                                                    hours
                                                                                                                                                                                    of
                                                                                                                                                                                    the
                                                                                                                                                                                    relevant
                                                                                                                                                                                    reduction
                                                                                                                                                                                    in
                                                                                                                                                                                    efficiency
                                                                                                                                                                                    or
                                                                                                                                                                                    yield
                                                                                                                                                                                    and
                                                                                                                                                                                    (B)
                                                                                                                                                                                    shall
                                                                                                                                                                                    permit
                                                                                                                                                                                    Seller
                                                                                                                                                                                    full
                                                                                                                                                                                    and
                                                                                                                                                                                    immediate
                                                                                                                                                                                    access
                                                                                                                                                                                    to
                                                                                                                                                                                    inspect
                                                                                                                                                                                    the
                                                                                                                                                                                    Product
                                                                                                                                                                                    and
                                                                                                                                                                                    the
                                                                                                                                                                                    spinning
                                                                                                                                                                                    operation
                                                                                                                                                                                    or
                                                                                                                                                                                    polymerization
                                                                                                                                                                                    operation,
                                                                                                                                                                                    as
                                                                                                                                                                                    applicable,
                                                                                                                                                                                    in
                                                                                                                                                                                    order
                                                                                                                                                                                    to
                                                                                                                                                                                    determine
                                                                                                                                                                                    the
                                                                                                                                                                                    root
                                                                                                                                                                                    cause
                                                                                                                                                                                    of
                                                                                                                                                                                    the
                                                                                                                                                                                    problem.
                                                                                                                                                                                    In
                                                                                                                                                                                    the
                                                                                                                                                                                    event
                                                                                                                                                                                    that
                                                                                                                                                                                    the
                                                                                                                                                                                    loss
                                                                                                                                                                                    of
                                                                                                                                                                                    efficiency
                                                                                                                                                                                    or
                                                                                                                                                                                    yield
                                                                                                                                                                                    is
                                                                                                                                                                                    determined
                                                                                                                                                                                    to
                                                                                                                                                                                    have
                                                                                                                                                                                    been
                                                                                                                                                                                    caused
                                                                                                                                                                                    by
                                                                                                                                                                                    a
                                                                                                                                                                                    breach
                                                                                                                                                                                    of
                                                                                                                                                                                    the
                                                                                                                                                                                    Limited
                                                                                                                                                                                    Performance
                                                                                                                                                                                    Warranty,
                                                                                                                                                                                    Seller’s
                                                                                                                                                                                    liability
                                                                                                                                                                                    will
                                                                                                                                                                                    be
                                                                                                                                                                                    limited
                                                                                                                                                                                    to
                                                                                                                                                                                    the
                                                                                                                                                                                    purchase
                                                                                                                                                                                    price
                                                                                                                                                                                    of
                                                                                                                                                                                    replacement
                                                                                                                                                                                    material
                                                                                                                                                                                    plus
                                                                                                                                                                                    [
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    ]
                                                                                                                                                                                    ([
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    ])
                                                                                                                                                                                    of
                                                                                                                                                                                    the
                                                                                                                                                                                    actual
                                                                                                                                                                                    cost
                                                                                                                                                                                    of
                                                                                                                                                                                    the
                                                                                                                                                                                    lost
                                                                                                                                                                                    spinning
                                                                                                                                                                                    line
                                                                                                                                                                                    efficiency
                                                                                                                                                                                    or
                                                                                                                                                                                    yield
                                                                                                                                                                                    or
                                                                                                                                                                                    the
                                                                                                                                                                                    lost
                                                                                                                                                                                    polymerization
                                                                                                                                                                                    line
                                                                                                                                                                                    efficiency
                                                                                                                                                                                    or
                                                                                                                                                                                    yield,
                                                                                                                                                                                    as
                                                                                                                                                                                    applicable.



 


		(b)	Seller
                                                                                                                                                                                   warrants
                                                                                                                                                                                   that
                                                                                                                                                                                   Product
                                                                                                                                                                                   delivered
                                                                                                                                                                                   hereunder
                                                                                                                                                                                   does
                                                                                                                                                                                   not
                                                                                                                                                                                   infringe
                                                                                                                                                                                   the
                                                                                                                                                                                   claims
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   US
                                                                                                                                                                                   patent
                                                                                                                                                                                   extant
                                                                                                                                                                                   as
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   date
                                                                                                                                                                                   of
                                                                                                                                                                                   delivery
                                                                                                                                                                                   covering
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   itself
                                                                                                                                                                                   but
                                                                                                                                                                                   does
                                                                                                                                                                                   not
                                                                                                                                                                                   warrant
                                                                                                                                                                                   against
                                                                                                                                                                                   infringement
                                                                                                                                                                                   by
                                                                                                                                                                                   reason
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   use
                                                                                                                                                                                   thereof
                                                                                                                                                                                   in
                                                                                                                                                                                   combination
                                                                                                                                                                                   with
                                                                                                                                                                                   other
                                                                                                                                                                                   materials
                                                                                                                                                                                   or
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   operation
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   process
                                                                                                                                                                                   or
                                                                                                                                                                                   otherwise.
                                                                                                                                                                                   With
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   any
                                                                                                                                                                                   third
                                                                                                                                                                                   party
                                                                                                                                                                                   claim
                                                                                                                                                                                   for
                                                                                                                                                                                   infringement
                                                                                                                                                                                   covered
                                                                                                                                                                                   by
                                                                                                                                                                                   the
                                                                                                                                                                                   patent
                                                                                                                                                                                   infringement
                                                                                                                                                                                   warranty
                                                                                                                                                                                   in
                                                                                                                                                                                   this
                                                                                                                                                                                   Article,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   agrees
                                                                                                                                                                                   to
                                                                                                                                                                                   defend
                                                                                                                                                                                   Buyer,
                                                                                                                                                                                   at
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   cost
                                                                                                                                                                                   and
                                                                                                                                                                                   expense,
                                                                                                                                                                                   and
                                                                                                                                                                                   to




    	9



    	



    
Confidential Treatment Requested by AdvanSix Inc.


 


indemnify Buyer in connection
with any settlement with respect to such claim or any final judgment awarded by a court of competent jurisdiction from which no
appeal can be or has been taken, provided that: (1) Buyer gives Seller prompt written notice of any such claim; (2) Buyer tenders
the defense of the claim to Seller and gives Seller sole and full control of the defense (including the appointment and supervision
of legal counsel), settlement, appeal or other disposition of the claim; (3) Buyer provides reasonable assistance and cooperation
to Seller in the investigation, defense and disposition of such claim; and (4) Buyer does not settle the claim without Seller’s
prior written consent, not to be unreasonably withheld. Notwithstanding anything in this Agreement to the contrary including Article
5.5, in no event shall Honeywell’s liability under this Article 5.1(b) exceed the purchase price of the Product giving rise
to such claim.


 


5.2.      General Representations
and Warranties.


 


		(a)	Buyer
                                                                                                                                                                                   represents
                                                                                                                                                                                   and
                                                                                                                                                                                   warrants
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller
                                                                                                                                                                                   that
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   owns
                                                                                                                                                                                   all
                                                                                                                                                                                   right,
                                                                                                                                                                                   title
                                                                                                                                                                                   and
                                                                                                                                                                                   interest
                                                                                                                                                                                   in
                                                                                                                                                                                   and
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   Washwater,
                                                                                                                                                                                   and
                                                                                                                                                                                   the
                                                                                                                                                                                   Washwater
                                                                                                                                                                                   will,
                                                                                                                                                                                   upon
                                                                                                                                                                                   sale
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller,
                                                                                                                                                                                   be
                                                                                                                                                                                   free
                                                                                                                                                                                   and
                                                                                                                                                                                   clear
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   liens
                                                                                                                                                                                   or
                                                                                                                                                                                   other
                                                                                                                                                                                   encumbrances.



 


		(b)	Seller
                                                                                                                                                                                   represents
                                                                                                                                                                                   and
                                                                                                                                                                                   warrants
                                                                                                                                                                                   to
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   as
                                                                                                                                                                                   follows:



 


		(i)	Title.
                                                                                                                                                                                   Seller
                                                                                                                                                                                   owns
                                                                                                                                                                                   all
                                                                                                                                                                                   right,
                                                                                                                                                                                   title
                                                                                                                                                                                   and
                                                                                                                                                                                   interest
                                                                                                                                                                                   in
                                                                                                                                                                                   and
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   Product,
                                                                                                                                                                                   and
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   will,
                                                                                                                                                                                   upon
                                                                                                                                                                                   sale
                                                                                                                                                                                   to
                                                                                                                                                                                   Buyer,
                                                                                                                                                                                   be
                                                                                                                                                                                   free
                                                                                                                                                                                   and
                                                                                                                                                                                   clear
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   liens
                                                                                                                                                                                   or
                                                                                                                                                                                   other
                                                                                                                                                                                   encumbrances.



 


		(ii)	Compliance
                                                                                                                                                                                    with
                                                                                                                                                                                    Law.
                                                                                                                                                                                    Seller
                                                                                                                                                                                    is,
                                                                                                                                                                                    and
                                                                                                                                                                                    at
                                                                                                                                                                                    all
                                                                                                                                                                                    times
                                                                                                                                                                                    during
                                                                                                                                                                                    the
                                                                                                                                                                                    term
                                                                                                                                                                                    of
                                                                                                                                                                                    this
                                                                                                                                                                                    Agreement
                                                                                                                                                                                    will
                                                                                                                                                                                    be,
                                                                                                                                                                                    in
                                                                                                                                                                                    substantial
                                                                                                                                                                                    compliance
                                                                                                                                                                                    with
                                                                                                                                                                                    all
                                                                                                                                                                                    applicable
                                                                                                                                                                                    federal,
                                                                                                                                                                                    state
                                                                                                                                                                                    and
                                                                                                                                                                                    local
                                                                                                                                                                                    laws,
                                                                                                                                                                                    rules
                                                                                                                                                                                    and
                                                                                                                                                                                    regulations,
                                                                                                                                                                                    including,
                                                                                                                                                                                    without
                                                                                                                                                                                    limitation,
                                                                                                                                                                                    environmental
                                                                                                                                                                                    laws,
                                                                                                                                                                                    equal
                                                                                                                                                                                    employment
                                                                                                                                                                                    opportunities
                                                                                                                                                                                    laws,
                                                                                                                                                                                    wage
                                                                                                                                                                                    and
                                                                                                                                                                                    hour
                                                                                                                                                                                    laws,
                                                                                                                                                                                    OSHA,
                                                                                                                                                                                    and
                                                                                                                                                                                    any
                                                                                                                                                                                    other
                                                                                                                                                                                    laws
                                                                                                                                                                                    or
                                                                                                                                                                                    regulations
                                                                                                                                                                                    pertaining
                                                                                                                                                                                    to
                                                                                                                                                                                    employment,
                                                                                                                                                                                    workplace
                                                                                                                                                                                    safety
                                                                                                                                                                                    or
                                                                                                                                                                                    the
                                                                                                                                                                                    environment.
                                                                                                                                                                                    Any
                                                                                                                                                                                    Product
                                                                                                                                                                                    provided
                                                                                                                                                                                    pursuant
                                                                                                                                                                                    to
                                                                                                                                                                                    this
                                                                                                                                                                                    Agreement,
                                                                                                                                                                                    and
                                                                                                                                                                                    the
                                                                                                                                                                                    manufacture
                                                                                                                                                                                    of
                                                                                                                                                                                    such
                                                                                                                                                                                    Product,
                                                                                                                                                                                    will
                                                                                                                                                                                    substantially
                                                                                                                                                                                    comply
                                                                                                                                                                                    with
                                                                                                                                                                                    all
                                                                                                                                                                                    such
                                                                                                                                                                                    laws,
                                                                                                                                                                                    rules
                                                                                                                                                                                    and
                                                                                                                                                                                    regulations
                                                                                                                                                                                    as
                                                                                                                                                                                    are
                                                                                                                                                                                    in
                                                                                                                                                                                    effect
                                                                                                                                                                                    at
                                                                                                                                                                                    the
                                                                                                                                                                                    time
                                                                                                                                                                                    that
                                                                                                                                                                                    such
                                                                                                                                                                                    Product
                                                                                                                                                                                    is
                                                                                                                                                                                    manufactured
                                                                                                                                                                                    by
                                                                                                                                                                                    Seller.



 


		(iii)	Supply
                                                                                                                                                                                     of
                                                                                                                                                                                     Product.
                                                                                                                                                                                     Seller
                                                                                                                                                                                     is,
                                                                                                                                                                                     and
                                                                                                                                                                                     throughout
                                                                                                                                                                                     the
                                                                                                                                                                                     Term
                                                                                                                                                                                     will
                                                                                                                                                                                     be,
                                                                                                                                                                                     capable
                                                                                                                                                                                     of
                                                                                                                                                                                     providing
                                                                                                                                                                                     Buyer
                                                                                                                                                                                     with
                                                                                                                                                                                     sufficient
                                                                                                                                                                                     quantities
                                                                                                                                                                                     of
                                                                                                                                                                                     Product
                                                                                                                                                                                     pursuant
                                                                                                                                                                                     to
                                                                                                                                                                                     this
                                                                                                                                                                                     Agreement
                                                                                                                                                                                     to
                                                                                                                                                                                     enable
                                                                                                                                                                                     Buyer
                                                                                                                                                                                     to
                                                                                                                                                                                     satisfy
                                                                                                                                                                                     its
                                                                                                                                                                                     Minimum
                                                                                                                                                                                     Amount
                                                                                                                                                                                     purchase
                                                                                                                                                                                     obligations
                                                                                                                                                                                     pursuant
                                                                                                                                                                                     to
                                                                                                                                                                                     this
                                                                                                                                                                                     Agreement.



 


		(c)	Certificate
                                                                                                                                                                                   of
                                                                                                                                                                                   Analysis.
                                                                                                                                                                                   Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   provide
                                                                                                                                                                                   a
                                                                                                                                                                                   Certificate
                                                                                                                                                                                   of
                                                                                                                                                                                   Analysis,
                                                                                                                                                                                   in
                                                                                                                                                                                   a
                                                                                                                                                                                   mutually
                                                                                                                                                                                   agreed
                                                                                                                                                                                   form,
                                                                                                                                                                                   setting
                                                                                                                                                                                   forth
                                                                                                                                                                                   a
                                                                                                                                                                                   compositional
                                                                                                                                                                                   analysis
                                                                                                                                                                                   for
                                                                                                                                                                                   a
                                                                                                                                                                                   sampling
                                                                                                                                                                                   of
                                                                                                                                                                                   deliveries
                                                                                                                                                                                   of
                                                                                                                                                                                   Product
                                                                                                                                                                                   hereunder
                                                                                                                                                                                   at
                                                                                                                                                                                   the
                                                                                                                                                                                   point
                                                                                                                                                                                   of
                                                                                                                                                                                   loading.




    	10



    	



    
Confidential Treatment Requested by AdvanSix Inc.


 


5.3.      Covenants
and Agreements. Seller covenants and agrees to and with the Buyer as follows:


 


		(a)	Insurance.
                                                                                                                                                                                   With
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   furnished
                                                                                                                                                                                   under
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   at
                                                                                                                                                                                   all
                                                                                                                                                                                   times
                                                                                                                                                                                   during
                                                                                                                                                                                   the
                                                                                                                                                                                   Term,
                                                                                                                                                                                   maintain
                                                                                                                                                                                   and
                                                                                                                                                                                   keep
                                                                                                                                                                                   in
                                                                                                                                                                                   full
                                                                                                                                                                                   force
                                                                                                                                                                                   and
                                                                                                                                                                                   effect
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   and
                                                                                                                                                                                   customary
                                                                                                                                                                                   insurance
                                                                                                                                                                                   (including,
                                                                                                                                                                                   for
                                                                                                                                                                                   such
                                                                                                                                                                                   purposes,
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   self-insurance)
                                                                                                                                                                                   with
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   its
                                                                                                                                                                                   workers,
                                                                                                                                                                                   equipment
                                                                                                                                                                                   and
                                                                                                                                                                                   activities
                                                                                                                                                                                   in
                                                                                                                                                                                   connection
                                                                                                                                                                                   with
                                                                                                                                                                                   the
                                                                                                                                                                                   manufacture,
                                                                                                                                                                                   production,
                                                                                                                                                                                   distribution
                                                                                                                                                                                   and
                                                                                                                                                                                   supply
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   Product.



 


		(b)	Testing
                                                                                                                                                                                   and
                                                                                                                                                                                   Quality
                                                                                                                                                                                   Control.
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   have
                                                                                                                                                                                   the
                                                                                                                                                                                   right
                                                                                                                                                                                   at
                                                                                                                                                                                   all
                                                                                                                                                                                   times
                                                                                                                                                                                   during
                                                                                                                                                                                   the
                                                                                                                                                                                   performance
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   to
                                                                                                                                                                                   request
                                                                                                                                                                                   that
                                                                                                                                                                                   Seller
                                                                                                                                                                                   perform
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   tests
                                                                                                                                                                                   and
                                                                                                                                                                                   inspections
                                                                                                                                                                                   from
                                                                                                                                                                                   time
                                                                                                                                                                                   to
                                                                                                                                                                                   time
                                                                                                                                                                                   to
                                                                                                                                                                                   assure
                                                                                                                                                                                   that
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   conforms
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   Warranty
                                                                                                                                                                                   and
                                                                                                                                                                                   applicable
                                                                                                                                                                                   legal
                                                                                                                                                                                   requirements.
                                                                                                                                                                                   From
                                                                                                                                                                                   time
                                                                                                                                                                                   to
                                                                                                                                                                                   time,
                                                                                                                                                                                   upon
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   request,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   provide
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   with
                                                                                                                                                                                   such
                                                                                                                                                                                   data,
                                                                                                                                                                                   specifications,
                                                                                                                                                                                   test
                                                                                                                                                                                   results,
                                                                                                                                                                                   test
                                                                                                                                                                                   methodologies,
                                                                                                                                                                                   sampling
                                                                                                                                                                                   schedules,
                                                                                                                                                                                   and
                                                                                                                                                                                   other
                                                                                                                                                                                   documents
                                                                                                                                                                                   and
                                                                                                                                                                                   information
                                                                                                                                                                                   as
                                                                                                                                                                                   may
                                                                                                                                                                                   enable
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   to
                                                                                                                                                                                   assure
                                                                                                                                                                                   that
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   conforms
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   Warranty
                                                                                                                                                                                   and
                                                                                                                                                                                   applicable
                                                                                                                                                                                   legal
                                                                                                                                                                                   requirements.
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   make
                                                                                                                                                                                   the
                                                                                                                                                                                   results
                                                                                                                                                                                   of
                                                                                                                                                                                   all
                                                                                                                                                                                   such
                                                                                                                                                                                   tests
                                                                                                                                                                                   and
                                                                                                                                                                                   inspections
                                                                                                                                                                                   available
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller
                                                                                                                                                                                   at
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   request.
                                                                                                                                                                                   Both
                                                                                                                                                                                   parties
                                                                                                                                                                                   acknowledge
                                                                                                                                                                                   that
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   ability
                                                                                                                                                                                   to
                                                                                                                                                                                   request
                                                                                                                                                                                   tests
                                                                                                                                                                                   for
                                                                                                                                                                                   certain
                                                                                                                                                                                   aspects
                                                                                                                                                                                   of
                                                                                                                                                                                   compliance
                                                                                                                                                                                   does
                                                                                                                                                                                   not
                                                                                                                                                                                   release
                                                                                                                                                                                   or
                                                                                                                                                                                   diminish
                                                                                                                                                                                   in
                                                                                                                                                                                   any
                                                                                                                                                                                   way
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   obligations
                                                                                                                                                                                   under
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   Warranty
                                                                                                                                                                                   or
                                                                                                                                                                                   applicable
                                                                                                                                                                                   legal
                                                                                                                                                                                   requirements.



 


		(c)	Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   provide
                                                                                                                                                                                   a
                                                                                                                                                                                   technically-competent
                                                                                                                                                                                   coordinator
                                                                                                                                                                                   to
                                                                                                                                                                                   communicate
                                                                                                                                                                                   and
                                                                                                                                                                                   coordinate
                                                                                                                                                                                   issues
                                                                                                                                                                                   between
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   factories
                                                                                                                                                                                   and
                                                                                                                                                                                   Buyer.
                                                                                                                                                                                   Such
                                                                                                                                                                                   coordinator
                                                                                                                                                                                   will
                                                                                                                                                                                   help
                                                                                                                                                                                   resolve
                                                                                                                                                                                   technical
                                                                                                                                                                                   issues,
                                                                                                                                                                                   Product
                                                                                                                                                                                   questions,
                                                                                                                                                                                   and
                                                                                                                                                                                   other
                                                                                                                                                                                   similar
                                                                                                                                                                                   issues
                                                                                                                                                                                   relating
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   use
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   in
                                                                                                                                                                                   any
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   product
                                                                                                                                                                                   using
                                                                                                                                                                                   the
                                                                                                                                                                                   Product.
                                                                                                                                                                                   The
                                                                                                                                                                                   parties
                                                                                                                                                                                   agree
                                                                                                                                                                                   to
                                                                                                                                                                                   hold
                                                                                                                                                                                   monthly
                                                                                                                                                                                   meetings
                                                                                                                                                                                   with
                                                                                                                                                                                   each
                                                                                                                                                                                   other,
                                                                                                                                                                                   including
                                                                                                                                                                                   several
                                                                                                                                                                                   technically-relevant
                                                                                                                                                                                   people
                                                                                                                                                                                   from
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   Chesterfield
                                                                                                                                                                                   plant
                                                                                                                                                                                   and
                                                                                                                                                                                   from
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   Hopewell
                                                                                                                                                                                   plant.
                                                                                                                                                                                   The
                                                                                                                                                                                   location
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   meetings
                                                                                                                                                                                   will
                                                                                                                                                                                   alternate
                                                                                                                                                                                   between
                                                                                                                                                                                   a
                                                                                                                                                                                   Seller
                                                                                                                                                                                   site
                                                                                                                                                                                   and
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   site.
                                                                                                                                                                                   During
                                                                                                                                                                                   such
                                                                                                                                                                                   meetings,
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   shall
                                                                                                                                                                                   review
                                                                                                                                                                                   data
                                                                                                                                                                                   and
                                                                                                                                                                                   performance,
                                                                                                                                                                                   set
                                                                                                                                                                                   action
                                                                                                                                                                                   plans,
                                                                                                                                                                                   and
                                                                                                                                                                                   evaluate
                                                                                                                                                                                   improvement
                                                                                                                                                                                   opportunities
                                                                                                                                                                                   by
                                                                                                                                                                                   jointly
                                                                                                                                                                                   looking
                                                                                                                                                                                   at
                                                                                                                                                                                   Seller
                                                                                                                                                                                   and
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   processes.
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   run
                                                                                                                                                                                   sample
                                                                                                                                                                                   runs
                                                                                                                                                                                   related
                                                                                                                                                                                   to
                                                                                                                                                                                   such
                                                                                                                                                                                   improvement
                                                                                                                                                                                   opportunities
                                                                                                                                                                                   at
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   request;
                                                                                                                                                                                   provided,
                                                                                                                                                                                   however,
                                                                                                                                                                                   if
                                                                                                                                                                                   such
                                                                                                                                                                                   samples
                                                                                                                                                                                   are
                                                                                                                                                                                   in
                                                                                                                                                                                   quantities
                                                                                                                                                                                   larger
                                                                                                                                                                                   than
                                                                                                                                                                                   one
                                                                                                                                                                                   hundred
                                                                                                                                                                                   pounds
                                                                                                                                                                                   (100
                                                                                                                                                                                   lbs.)
                                                                                                                                                                                   per
                                                                                                                                                                                   sample,
                                                                                                                                                                                   then
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   shall
                                                                                                                                                                                   pay
                                                                                                                                                                                   for
                                                                                                                                                                                   such
                                                                                                                                                                                   samples.



 


		(d)	The
                                                                                                                                                                                   parties
                                                                                                                                                                                   will
                                                                                                                                                                                   record
                                                                                                                                                                                   any
                                                                                                                                                                                   modifications
                                                                                                                                                                                   agreed
                                                                                                                                                                                   to
                                                                                                                                                                                   with
                                                                                                                                                                                   respect
                                                                                                                                                                                   to
                                                                                                                                                                                   a
                                                                                                                                                                                   Product,
                                                                                                                                                                                   pursuant
                                                                                                                                                                                   to
                                                                                                                                                                                   an
                                                                                                                                                                                   improvement
                                                                                                                                                                                   process
                                                                                                                                                                                   referred
                                                                                                                                                                                   to
                                                                                                                                                                                   in
                                                                                                                                                                                   Article
                                                                                                                                                                                   5.3(c)
                                                                                                                                                                                   above
                                                                                                                                                                                   in
                                                                                                                                                                                   writing
                                                                                                                                                                                   and,
                                                                                                                                                                                   if
                                                                                                                                                                                   necessary,
                                                                                                                                                                                   will
                                                                                                                                                                                   amend
                                                                                                                                                                                   the
                                                                                                                                                                                   Specifications
                                                                                                                                                                                   set
                                                                                                                                                                                   forth
                                                                                                                                                                                   herein
                                                                                                                                                                                   and
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   Exhibits
                                                                                                                                                                                   to
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   accordingly.
                                                                                                                                                                                   To
                                                                                                                                                                                   the
                                                                                                                                                                                   extent
                                                                                                                                                                                   that
                                                                                                                                                                                   such
                                                                                                                                                                                   modifications
                                                                                                                                                                                   result
                                                                                                                                                                                   in
                                                                                                                                                                                   any
                                                                                                                                                                                   cost
                                                                                                                                                                                   increases
                                                                                                                                                                                   or
                                                                                                                                                                                   decreases
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller,
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   agree
                                                                                                                                                                                   to
                                                                                                                                                                                   negotiate
                                                                                                                                                                                   in
                                                                                                                                                                                   good
                                                                                                                                                                                   faith
                                                                                                                                                                                   to
                                                                                                                                                                                   determine
                                                                                                                                                                                   any
                                                                                                                                                                                   appropriate
                                                                                                                                                                                   price
                                                                                                                                                                                   adjustments
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   Product.




    	11



    	



    
Confidential Treatment Requested by AdvanSix Inc.


 


		(e)	Notice
                                                                                                                                                                                   of
                                                                                                                                                                                   Delay.
                                                                                                                                                                                   Unless
                                                                                                                                                                                   otherwise
                                                                                                                                                                                   agreed
                                                                                                                                                                                   by
                                                                                                                                                                                   the
                                                                                                                                                                                   parties,
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   for
                                                                                                                                                                                   deliveries
                                                                                                                                                                                   related
                                                                                                                                                                                   to
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement.
                                                                                                                                                                                   At
                                                                                                                                                                                   the
                                                                                                                                                                                   outset
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   delay
                                                                                                                                                                                   from
                                                                                                                                                                                   any
                                                                                                                                                                                   cause,
                                                                                                                                                                                   including
                                                                                                                                                                                   Force
                                                                                                                                                                                   Majeure,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   immediately
                                                                                                                                                                                   notify
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   in
                                                                                                                                                                                   writing
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   delay
                                                                                                                                                                                   or
                                                                                                                                                                                   anticipated
                                                                                                                                                                                   delay
                                                                                                                                                                                   and
                                                                                                                                                                                   shall
                                                                                                                                                                                   undertake
                                                                                                                                                                                   to
                                                                                                                                                                                   shorten
                                                                                                                                                                                   the
                                                                                                                                                                                   delay
                                                                                                                                                                                   by
                                                                                                                                                                                   all
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   means.



 


		(f)	Certificate
                                                                                                                                                                                   of
                                                                                                                                                                                   Origin.



 


		(i)	For
                                                                                                                                                                                   each
                                                                                                                                                                                   Product
                                                                                                                                                                                   that
                                                                                                                                                                                   qualifies
                                                                                                                                                                                   for
                                                                                                                                                                                   preferential
                                                                                                                                                                                   tariff
                                                                                                                                                                                   rates
                                                                                                                                                                                   based
                                                                                                                                                                                   on
                                                                                                                                                                                   originating
                                                                                                                                                                                   status
                                                                                                                                                                                   under
                                                                                                                                                                                   a
                                                                                                                                                                                   bilateral
                                                                                                                                                                                   or
                                                                                                                                                                                   multilateral
                                                                                                                                                                                   trade
                                                                                                                                                                                   treaty
                                                                                                                                                                                   (including,
                                                                                                                                                                                   without
                                                                                                                                                                                   limitation,
                                                                                                                                                                                   under
                                                                                                                                                                                   the
                                                                                                                                                                                   North
                                                                                                                                                                                   American
                                                                                                                                                                                   Free
                                                                                                                                                                                   Trade
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   (“NAFTA”),
                                                                                                                                                                                   the
                                                                                                                                                                                   Central
                                                                                                                                                                                   American
                                                                                                                                                                                   Free
                                                                                                                                                                                   Trade
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   (“CAFTA”)
                                                                                                                                                                                   or
                                                                                                                                                                                   any
                                                                                                                                                                                   other
                                                                                                                                                                                   bilateral
                                                                                                                                                                                   or
                                                                                                                                                                                   multilateral
                                                                                                                                                                                   trade
                                                                                                                                                                                   treaty
                                                                                                                                                                                   that
                                                                                                                                                                                   may
                                                                                                                                                                                   come
                                                                                                                                                                                   into
                                                                                                                                                                                   existence
                                                                                                                                                                                   during
                                                                                                                                                                                   the
                                                                                                                                                                                   Term
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement),
                                                                                                                                                                                   Seller
                                                                                                                                                                                   agrees,
                                                                                                                                                                                   at
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   request,
                                                                                                                                                                                   to
                                                                                                                                                                                   provide
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   with
                                                                                                                                                                                   a
                                                                                                                                                                                   Certificate
                                                                                                                                                                                   of
                                                                                                                                                                                   Origin
                                                                                                                                                                                   to
                                                                                                                                                                                   enable
                                                                                                                                                                                   such
                                                                                                                                                                                   Product
                                                                                                                                                                                   to
                                                                                                                                                                                   qualify
                                                                                                                                                                                   for
                                                                                                                                                                                   such
                                                                                                                                                                                   preferential
                                                                                                                                                                                   tariff
                                                                                                                                                                                   rate.
                                                                                                                                                                                   Upon
                                                                                                                                                                                   request
                                                                                                                                                                                   from
                                                                                                                                                                                   Buyer,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   also
                                                                                                                                                                                   provide
                                                                                                                                                                                   to
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   copies
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   vendors’
                                                                                                                                                                                   certificates
                                                                                                                                                                                   of
                                                                                                                                                                                   origin
                                                                                                                                                                                   upon
                                                                                                                                                                                   which
                                                                                                                                                                                   any
                                                                                                                                                                                   Certificate
                                                                                                                                                                                   of
                                                                                                                                                                                   Origin
                                                                                                                                                                                   provided
                                                                                                                                                                                   by
                                                                                                                                                                                   Seller
                                                                                                                                                                                   is
                                                                                                                                                                                   based.



 


		(ii)	Seller
                                                                                                                                                                                    shall
                                                                                                                                                                                    provide
                                                                                                                                                                                    the
                                                                                                                                                                                    Certificate
                                                                                                                                                                                    of
                                                                                                                                                                                    Origin
                                                                                                                                                                                    with
                                                                                                                                                                                    respect
                                                                                                                                                                                    to
                                                                                                                                                                                    a
                                                                                                                                                                                    Product
                                                                                                                                                                                    prior
                                                                                                                                                                                    to
                                                                                                                                                                                    first
                                                                                                                                                                                    shipment
                                                                                                                                                                                    of
                                                                                                                                                                                    such
                                                                                                                                                                                    Product
                                                                                                                                                                                    to
                                                                                                                                                                                    Buyer.
                                                                                                                                                                                    If
                                                                                                                                                                                    Seller
                                                                                                                                                                                    cannot
                                                                                                                                                                                    provide
                                                                                                                                                                                    a
                                                                                                                                                                                    Certificate
                                                                                                                                                                                    of
                                                                                                                                                                                    Origin
                                                                                                                                                                                    prior
                                                                                                                                                                                    to
                                                                                                                                                                                    the
                                                                                                                                                                                    first
                                                                                                                                                                                    shipment
                                                                                                                                                                                    due
                                                                                                                                                                                    to
                                                                                                                                                                                    a
                                                                                                                                                                                    vendor’s
                                                                                                                                                                                    failure
                                                                                                                                                                                    to
                                                                                                                                                                                    provide
                                                                                                                                                                                    a
                                                                                                                                                                                    Certificate
                                                                                                                                                                                    of
                                                                                                                                                                                    Origin,
                                                                                                                                                                                    Seller
                                                                                                                                                                                    shall
                                                                                                                                                                                    so
                                                                                                                                                                                    notify
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    (in
                                                                                                                                                                                    accordance
                                                                                                                                                                                    with
                                                                                                                                                                                    Article
                                                                                                                                                                                    9.1)
                                                                                                                                                                                    whereupon
                                                                                                                                                                                    Seller
                                                                                                                                                                                    shall
                                                                                                                                                                                    have
                                                                                                                                                                                    no
                                                                                                                                                                                    liability
                                                                                                                                                                                    to
                                                                                                                                                                                    Buyer,
                                                                                                                                                                                    but
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    shall
                                                                                                                                                                                    have
                                                                                                                                                                                    the
                                                                                                                                                                                    option
                                                                                                                                                                                    to
                                                                                                                                                                                    elect
                                                                                                                                                                                    to
                                                                                                                                                                                    have
                                                                                                                                                                                    the
                                                                                                                                                                                    shipment
                                                                                                                                                                                    shipped
                                                                                                                                                                                    without
                                                                                                                                                                                    a
                                                                                                                                                                                    Certificate
                                                                                                                                                                                    of
                                                                                                                                                                                    Origin
                                                                                                                                                                                    or
                                                                                                                                                                                    to
                                                                                                                                                                                    delay
                                                                                                                                                                                    (for
                                                                                                                                                                                    a
                                                                                                                                                                                    reasonable
                                                                                                                                                                                    time,
                                                                                                                                                                                    taking
                                                                                                                                                                                    into
                                                                                                                                                                                    account
                                                                                                                                                                                    Seller’s
                                                                                                                                                                                    inventory
                                                                                                                                                                                    storage
                                                                                                                                                                                    capability)
                                                                                                                                                                                    the
                                                                                                                                                                                    shipment
                                                                                                                                                                                    until
                                                                                                                                                                                    a
                                                                                                                                                                                    Certificate
                                                                                                                                                                                    of
                                                                                                                                                                                    Origin
                                                                                                                                                                                    can
                                                                                                                                                                                    be
                                                                                                                                                                                    obtained.
                                                                                                                                                                                    Notwithstanding
                                                                                                                                                                                    the
                                                                                                                                                                                    foregoing,
                                                                                                                                                                                    unless
                                                                                                                                                                                    Seller
                                                                                                                                                                                    receives
                                                                                                                                                                                    written
                                                                                                                                                                                    notice
                                                                                                                                                                                    from
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    to
                                                                                                                                                                                    the
                                                                                                                                                                                    contrary,
                                                                                                                                                                                    Seller
                                                                                                                                                                                    shall
                                                                                                                                                                                    use
                                                                                                                                                                                    all
                                                                                                                                                                                    commercially
                                                                                                                                                                                    reasonable
                                                                                                                                                                                    efforts
                                                                                                                                                                                    to
                                                                                                                                                                                    provide
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    with
                                                                                                                                                                                    a
                                                                                                                                                                                    qualifying
                                                                                                                                                                                    Certificate
                                                                                                                                                                                    of
                                                                                                                                                                                    Origin
                                                                                                                                                                                    as
                                                                                                                                                                                    soon
                                                                                                                                                                                    as
                                                                                                                                                                                    possible.



 


		(iii)	Seller
                                                                                                                                                                                     may
                                                                                                                                                                                     revoke
                                                                                                                                                                                     a
                                                                                                                                                                                     Certificate
                                                                                                                                                                                     of
                                                                                                                                                                                     Origin
                                                                                                                                                                                     in
                                                                                                                                                                                     the
                                                                                                                                                                                     event
                                                                                                                                                                                     that
                                                                                                                                                                                     a
                                                                                                                                                                                     Product
                                                                                                                                                                                     covered
                                                                                                                                                                                     by
                                                                                                                                                                                     a
                                                                                                                                                                                     Certificate
                                                                                                                                                                                     of
                                                                                                                                                                                     Origin
                                                                                                                                                                                     issued
                                                                                                                                                                                     by
                                                                                                                                                                                     Seller
                                                                                                                                                                                     will
                                                                                                                                                                                     no
                                                                                                                                                                                     longer
                                                                                                                                                                                     qualify
                                                                                                                                                                                     for
                                                                                                                                                                                     originating
                                                                                                                                                                                     status
                                                                                                                                                                                     under
                                                                                                                                                                                     the
                                                                                                                                                                                     applicable
                                                                                                                                                                                     rules
                                                                                                                                                                                     of
                                                                                                                                                                                     origin.
                                                                                                                                                                                     Any
                                                                                                                                                                                     such
                                                                                                                                                                                     revocation
                                                                                                                                                                                     shall
                                                                                                                                                                                     be
                                                                                                                                                                                     made
                                                                                                                                                                                     in
                                                                                                                                                                                     writing
                                                                                                                                                                                     to
                                                                                                                                                                                     Buyer
                                                                                                                                                                                     (in
                                                                                                                                                                                     accordance
                                                                                                                                                                                     with
                                                                                                                                                                                     Article
                                                                                                                                                                                     9.1)
                                                                                                                                                                                     at
                                                                                                                                                                                     least
                                                                                                                                                                                     sixty
                                                                                                                                                                                     (60)
                                                                                                                                                                                     days
                                                                                                                                                                                     prior
                                                                                                                                                                                     to
                                                                                                                                                                                     the
                                                                                                                                                                                     first
                                                                                                                                                                                     shipment
                                                                                                                                                                                     of
                                                                                                                                                                                     such
                                                                                                                                                                                     non-qualifying
                                                                                                                                                                                     Product
                                                                                                                                                                                     to
                                                                                                                                                                                     Buyer.
                                                                                                                                                                                     Notwithstanding
                                                                                                                                                                                     the
                                                                                                                                                                                     foregoing,
                                                                                                                                                                                     unless
                                                                                                                                                                                     Seller
                                                                                                                                                                                     receives
                                                                                                                                                                                     written
                                                                                                                                                                                     notice
                                                                                                                                                                                     from
                                                                                                                                                                                     Buyer
                                                                                                                                                                                     to
                                                                                                                                                                                     the
                                                                                                                                                                                     contrary,
                                                                                                                                                                                     Seller
                                                                                                                                                                                     shall
                                                                                                                                                                                     use
                                                                                                                                                                                     all
                                                                                                                                                                                     commercially
                                                                                                                                                                                     reasonable
                                                                                                                                                                                     efforts
                                                                                                                                                                                     to
                                                                                                                                                                                     provide
                                                                                                                                                                                     Buyer
                                                                                                                                                                                     with
                                                                                                                                                                                     a
                                                                                                                                                                                     qualifying
                                                                                                                                                                                     Certificate
                                                                                                                                                                                     of
                                                                                                                                                                                     Origin
                                                                                                                                                                                     as
                                                                                                                                                                                     soon
                                                                                                                                                                                     as
                                                                                                                                                                                     possible.




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Confidential Treatment Requested by AdvanSix Inc.


 


		(iv)	Seller
                                                                                                                                                                                    agrees
                                                                                                                                                                                    to
                                                                                                                                                                                    [
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    ]
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    with
                                                                                                                                                                                    respect
                                                                                                                                                                                    to
                                                                                                                                                                                    all
                                                                                                                                                                                    expenditures
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    incurs
                                                                                                                                                                                    (including,
                                                                                                                                                                                    but
                                                                                                                                                                                    not
                                                                                                                                                                                    limited
                                                                                                                                                                                    to,
                                                                                                                                                                                    applicable
                                                                                                                                                                                    foreign
                                                                                                                                                                                    jurisdiction
                                                                                                                                                                                    customs
                                                                                                                                                                                    duties,
                                                                                                                                                                                    customs
                                                                                                                                                                                    penalties,
                                                                                                                                                                                    taxes,
                                                                                                                                                                                    interest,
                                                                                                                                                                                    and
                                                                                                                                                                                    reasonable
                                                                                                                                                                                    legal
                                                                                                                                                                                    and
                                                                                                                                                                                    other
                                                                                                                                                                                    professional
                                                                                                                                                                                    fees,
                                                                                                                                                                                    including
                                                                                                                                                                                    reimbursement
                                                                                                                                                                                    of
                                                                                                                                                                                    same
                                                                                                                                                                                    by
                                                                                                                                                                                    Buyer
                                                                                                                                                                                    to
                                                                                                                                                                                    its
                                                                                                                                                                                    customers)
                                                                                                                                                                                    arising
                                                                                                                                                                                    solely
                                                                                                                                                                                    and
                                                                                                                                                                                    directly
                                                                                                                                                                                    as
                                                                                                                                                                                    a
                                                                                                                                                                                    result
                                                                                                                                                                                    of
                                                                                                                                                                                    [
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    ];
                                                                                                                                                                                    provided,
                                                                                                                                                                                    however,
                                                                                                                                                                                    Seller’s
                                                                                                                                                                                    obligation
                                                                                                                                                                                    [
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    ]
                                                                                                                                                                                    under
                                                                                                                                                                                    this
                                                                                                                                                                                    Article
                                                                                                                                                                                    5.3(f)
                                                                                                                                                                                    shall
                                                                                                                                                                                    not
                                                                                                                                                                                    apply
                                                                                                                                                                                    to
                                                                                                                                                                                    [
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    *
                                                                                                                                                                                    ].



 


5.4.      No Other
Warranties.      EXCEPT FOR THE PRODUCT WARRANTY EXPRESSLY PROVIDED ABOVE IN ARTICLE 5.1, WITH RESPECT TO EACH SALE OF PRODUCT,
SELLER MAKES NO OTHER REPRESENTATION, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE REGARDING THE PRODUCT AND,
IN PARTICULAR AND WITHOUT LIMITATION, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS OR OTHERWISE.
WITH RESPECT TO EACH SALE OF THE WASHWATER PROVIDED BY BUYER TO SELLER, BUYER MAKES NO REPRESENTATION, GUARANTEE OR WARRANTY,
EXPRESS OR IMPLIED, OF ANY KIND OR NATURE REGARDING THE WASHWATER AND, IN PARTICULAR AND WITHOUT LIMITATION, BUYER EXPRESSLY DISCLAIMS
ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, WHETHER USED
SINGLY OR IN COMBINATION WITH OTHER SUBSTANCES OR IN ANY PROCESS OR OTHERWISE.


 


5.5.      EXCEPT AS OTHERWISE
PROVIDED IN THIS AGREEMENT, [ * * * ], IN NO CIRCUMSTANCE SHALL SELLER OR BUYER BE LIABLE UNDER THIS AGREEMENT FOR DAMAGES FOR
ANY LOSS OF USE, INTERRUPTION OF BUSINESS OR LOST PROFITS, OR ANY OTHER SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, CONSEQUENTIAL
OR OTHER DAMAGES OF ANY KIND.


 


5.6.      Claims before
Use of Product. Buyer agrees to call Seller’s Technical Service Representative immediately upon discovering any claim
it may have related to any shipment (such as a claim on account of weight, quality, loss of or damage to Product), and to give
Seller written notice quantifying the claim, if it be for non-delivery or shipment loss, within [ * * * ] ([ * * * ]) [ * * *
] of the date of delivery of the Product (or due date of delivery in the event of a non-delivery) or [ * * * ] ([ * * * ]) [ *
* * ] if the claim be for weight, or [ * * * ] ([ * * * ]) [ * * * ] if the claim be for quality that is reasonably discoverable
within such [ * * * ] period. Such notice shall include therein the specific order and shipment or invoice number as well as the
specific nature and basis of the claim. Except as otherwise provided in this Agreement, failure of Buyer to give written notice
of a claim for non-delivery or shipment loss within [ * * * ] ([ * * * ]) [ * * * ], or a claim for weight within [ * * * ] ([
* * * ]) [ * * * ], or a claim for quality



    	13



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


that is reasonably
discoverable within [ * * * ] ([ * * * ]) [ * * * ]; shall constitute a waiver by Buyer of all such claims in respect to that
shipment; provided, however, any other claims under the Product Warranty, including, without limitation, the Limited
Performance Warranty, shall not be waived by the expiration of such [ * * * ] period. No claim for shortage can be asserted unless
it is greater than [ * * * ] percent ([ * * * ]%) of the gross weight of the applicable shipment. Claims for bulk shipments must
be supported by certified scale tickets and Seller shall have the opportunity to have an independent weighing by a certified independent
agency, in which event the results of such independent weighing, if it occurs, shall govern. Buyer shall retain any Product for
which it has submitted a claim and shall make the Product available for inspection by a representative of Seller. Within five
(5) days of receipt of written notice from Buyer, Seller shall complete an investigation of the claim and recommend to Buyer a
resolution of the claim.


 


		(a)	Upon
                                                                                                                                                                                   agreement
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   on
                                                                                                                                                                                   a
                                                                                                                                                                                   resolution
                                                                                                                                                                                   of
                                                                                                                                                                                   a
                                                                                                                                                                                   claim
                                                                                                                                                                                   for
                                                                                                                                                                                   weight
                                                                                                                                                                                   or
                                                                                                                                                                                   loss,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   shall
                                                                                                                                                                                   issue
                                                                                                                                                                                   a
                                                                                                                                                                                   credit
                                                                                                                                                                                   memo
                                                                                                                                                                                   (if
                                                                                                                                                                                   applicable)
                                                                                                                                                                                   in
                                                                                                                                                                                   the
                                                                                                                                                                                   appropriate
                                                                                                                                                                                   amount
                                                                                                                                                                                   against
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   account.



 


		(b)	In
                                                                                                                                                                                   instances
                                                                                                                                                                                   where
                                                                                                                                                                                   Seller
                                                                                                                                                                                   provides
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   with
                                                                                                                                                                                   Product
                                                                                                                                                                                   that
                                                                                                                                                                                   fails
                                                                                                                                                                                   to
                                                                                                                                                                                   conform
                                                                                                                                                                                   to
                                                                                                                                                                                   any
                                                                                                                                                                                   Specification,
                                                                                                                                                                                   and
                                                                                                                                                                                   such
                                                                                                                                                                                   defect
                                                                                                                                                                                   is
                                                                                                                                                                                   determined
                                                                                                                                                                                   prior
                                                                                                                                                                                   to
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   use
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   Product
                                                                                                                                                                                   in
                                                                                                                                                                                   production,
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   will
                                                                                                                                                                                   notify
                                                                                                                                                                                   Seller
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   defect
                                                                                                                                                                                   and
                                                                                                                                                                                   inquire
                                                                                                                                                                                   whether
                                                                                                                                                                                   it
                                                                                                                                                                                   should
                                                                                                                                                                                   return
                                                                                                                                                                                   such
                                                                                                                                                                                   Product
                                                                                                                                                                                   to
                                                                                                                                                                                   Seller
                                                                                                                                                                                   or
                                                                                                                                                                                   dispose
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   Product.
                                                                                                                                                                                   Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   reply
                                                                                                                                                                                   to
                                                                                                                                                                                   such
                                                                                                                                                                                   inquiry
                                                                                                                                                                                   within
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   after
                                                                                                                                                                                   receipt
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   inquiry;
                                                                                                                                                                                   however,
                                                                                                                                                                                   if
                                                                                                                                                                                   Seller
                                                                                                                                                                                   does
                                                                                                                                                                                   not
                                                                                                                                                                                   reply
                                                                                                                                                                                   within
                                                                                                                                                                                   such
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   ([
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ])
                                                                                                                                                                                   [
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   *
                                                                                                                                                                                   ]
                                                                                                                                                                                   period,
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   may
                                                                                                                                                                                   then
                                                                                                                                                                                   determine,
                                                                                                                                                                                   in
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   sole
                                                                                                                                                                                   discretion,
                                                                                                                                                                                   whether
                                                                                                                                                                                   to
                                                                                                                                                                                   return
                                                                                                                                                                                   or
                                                                                                                                                                                   dispose
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   Product.
                                                                                                                                                                                   Seller
                                                                                                                                                                                   will
                                                                                                                                                                                   reimburse
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   for
                                                                                                                                                                                   Buyer’s
                                                                                                                                                                                   out-of-pocket
                                                                                                                                                                                   costs
                                                                                                                                                                                   to
                                                                                                                                                                                   return
                                                                                                                                                                                   or
                                                                                                                                                                                   dispose
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   Product
                                                                                                                                                                                   and,
                                                                                                                                                                                   at
                                                                                                                                                                                   Seller’s
                                                                                                                                                                                   expense,
                                                                                                                                                                                   shall
                                                                                                                                                                                   repair
                                                                                                                                                                                   or
                                                                                                                                                                                   replace
                                                                                                                                                                                   such
                                                                                                                                                                                   Product
                                                                                                                                                                                   as
                                                                                                                                                                                   soon
                                                                                                                                                                                   as
                                                                                                                                                                                   commercially
                                                                                                                                                                                   practicable.



 


5.7.      Time Limitations.
Any action for breach of this Agreement, other than a claim for non-payment, and any claim for indemnification based on a third-party
claim, must be commenced within [ * * * ] ([ * * * ]) [ * * * ] of the timely assertion of a claim, or it shall be barred. However,
nothing in this Section 5.7 shall operate to extend the otherwise applicable statute of limitations governing any claim.


 


ARTICLE
VI - TERM AND TERMINATION


 


6.1.      Term.
This Agreement shall commence as of the Effective Date and shall continue until December 31, [ * * * ] (the “Initial Term”).
Following the Initial Term, this Agreement shall automatically renew year to year commencing January 1, [ * * * ] (each, a “Renewal
Term”), unless terminated by written notice provided by either party to the other party at least [ * * * ] ([ * * * ]) [
* * * ] before the applicable expiration date of the Initial Term or any Renewal Term thereof. The Initial Term and all Renewal
Terms or any portion thereof shall be referred to as the “Term”.



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Confidential Treatment Requested by AdvanSix Inc.


 


6.2.      Termination
for Breach or Insolvency. A party shall be entitled to terminate this Agreement in the event that:


 


		(a)	the
                                                                                                                                                                                   other
                                                                                                                                                                                   party
                                                                                                                                                                                   is
                                                                                                                                                                                   in
                                                                                                                                                                                   material
                                                                                                                                                                                   breach
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   provisions
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement
                                                                                                                                                                                   and
                                                                                                                                                                                   does
                                                                                                                                                                                   not
                                                                                                                                                                                   either
                                                                                                                                                                                   (i)
                                                                                                                                                                                   cure
                                                                                                                                                                                   such
                                                                                                                                                                                   breach
                                                                                                                                                                                   within
                                                                                                                                                                                   thirty
                                                                                                                                                                                   (30)
                                                                                                                                                                                   days
                                                                                                                                                                                   after
                                                                                                                                                                                   the
                                                                                                                                                                                   date
                                                                                                                                                                                   of
                                                                                                                                                                                   written
                                                                                                                                                                                   notice
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   breach
                                                                                                                                                                                   provided
                                                                                                                                                                                   by
                                                                                                                                                                                   the
                                                                                                                                                                                   non-breaching
                                                                                                                                                                                   party,
                                                                                                                                                                                   or,
                                                                                                                                                                                   (ii)
                                                                                                                                                                                   if
                                                                                                                                                                                   cure
                                                                                                                                                                                   cannot
                                                                                                                                                                                   be
                                                                                                                                                                                   accomplished
                                                                                                                                                                                   within
                                                                                                                                                                                   thirty
                                                                                                                                                                                   (30)
                                                                                                                                                                                   days,
                                                                                                                                                                                   begin
                                                                                                                                                                                   such
                                                                                                                                                                                   cure
                                                                                                                                                                                   within
                                                                                                                                                                                   thirty
                                                                                                                                                                                   (30)
                                                                                                                                                                                   days
                                                                                                                                                                                   and
                                                                                                                                                                                   proceed
                                                                                                                                                                                   diligently
                                                                                                                                                                                   to
                                                                                                                                                                                   effect
                                                                                                                                                                                   such
                                                                                                                                                                                   cure
                                                                                                                                                                                   thereafter;
                                                                                                                                                                                   or



 


		(b)	the
                                                                                                                                                                                   other
                                                                                                                                                                                   party
                                                                                                                                                                                   (i)
                                                                                                                                                                                   ceases
                                                                                                                                                                                   to
                                                                                                                                                                                   function
                                                                                                                                                                                   as
                                                                                                                                                                                   a
                                                                                                                                                                                   going
                                                                                                                                                                                   concern,
                                                                                                                                                                                   (ii)
                                                                                                                                                                                   makes
                                                                                                                                                                                   an
                                                                                                                                                                                   assignment
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   benefit
                                                                                                                                                                                   of
                                                                                                                                                                                   its
                                                                                                                                                                                   creditors,
                                                                                                                                                                                   (iii)
                                                                                                                                                                                   becomes
                                                                                                                                                                                   the
                                                                                                                                                                                   subject
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   proceeding
                                                                                                                                                                                   under
                                                                                                                                                                                   applicable
                                                                                                                                                                                   bankruptcy,
                                                                                                                                                                                   receivership,
                                                                                                                                                                                   insolvency
                                                                                                                                                                                   or
                                                                                                                                                                                   similar
                                                                                                                                                                                   laws
                                                                                                                                                                                   instituted
                                                                                                                                                                                   by
                                                                                                                                                                                   or
                                                                                                                                                                                   against
                                                                                                                                                                                   the
                                                                                                                                                                                   other
                                                                                                                                                                                   party,
                                                                                                                                                                                   which
                                                                                                                                                                                   proceeding
                                                                                                                                                                                   is
                                                                                                                                                                                   not
                                                                                                                                                                                   dismissed
                                                                                                                                                                                   as
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   other
                                                                                                                                                                                   party
                                                                                                                                                                                   within
                                                                                                                                                                                   sixty
                                                                                                                                                                                   (60)
                                                                                                                                                                                   days
                                                                                                                                                                                   after
                                                                                                                                                                                   it
                                                                                                                                                                                   has
                                                                                                                                                                                   been
                                                                                                                                                                                   instituted,
                                                                                                                                                                                   or
                                                                                                                                                                                   (iv)
                                                                                                                                                                                   liquidates
                                                                                                                                                                                   or
                                                                                                                                                                                   dissolves.



 


6.2.      Effect of
Termination. Upon termination, all rights and obligations of the parties under this Agreement will immediately cease and terminate
and each party will have no obligation to the other with respect to this Agreement, except that each party shall pay to the other
party the unpaid price for Product or Washwater, as applicable, properly shipped prior to cancellation, and each party shall remain
liable for any breach of this Agreement, occurring prior to the effective date of termination.


 


6.3.      Survival.
Articles 2.5-2.7, 5.1, 5.2(a)-(b), 5.3(f), 5.4-5.7, 6.3, 7.1, 9.1-9.3, and 9.12 shall survive termination or expiration of this
Agreement for the periods set forth in such Articles, or, if no periods are set forth in such Articles, for periods reasonably
sufficient to give effect to the intents thereof.


 


ARTICLE
VII - CONFIDENTIALITY


 


7.1.      Confidentiality.
All confidential and/or proprietary information or documentation, regardless of its form (“Confidential Information”),
of either party which is disclosed to, is acquired by or comes into the possession of, the other party hereto through operation
of this Agreement shall be held in confidence by the other party (including its Affiliates) and shall be protected against unauthorized
disclosure to the same extent and in the same manner as such party protects its own confidential or proprietary information. Confidential
Information of a party includes information of third parties which that party possesses under an obligation of confidence, and
also includes information regarding a party’s business operations, technology and processes which may be gleaned by observation
thereof while on such party’s premises. Except as otherwise expressly permitted by this Agreement, neither party shall use
any Confidential Information of the other party except for purposes of this Agreement. Neither party shall disclose, publish,
release, transfer or otherwise make available Confidential Information of the other party in any form to, or for the use or benefit
of, any person or entity, or duplicate or reproduce the same, without such other party’s prior written approval. Each party
shall, however, be permitted to disclose relevant aspects of the other party’s



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Confidential Treatment Requested by AdvanSix Inc.


 


Confidential Information
to its directors, managers, officers, agents, consultants, advisors, employees and authorized representatives and to the directors,
managers, officers, agents, consultants, advisors, employees and authorized representatives of its Affiliates, to the extent that
such disclosure is reasonably necessary to the performance of its duties and obligations under this Agreement or to protect such
party’s rights under this Agreement, provided that such party shall take all reasonable measures to ensure that Confidential
Information of the other party is not disclosed or duplicated in contravention of the provisions of this Agreement by any such
director, manager, officer, agent, consultant, advisor, employee or authorized representative. The obligations in this Article
7.1 shall not restrict any disclosure by either party of the other party’s Confidential Information pursuant to any applicable
law, or in compliance with the order of any governmental or regulatory authority of competent jurisdiction, provided that the
disclosing party will notify the other party promptly of the request or requirement so that the other party may seek an appropriate
protective order or waive compliance with the provisions of this Article 7.1. If, in the absence of a protective order or the
receipt of a waiver hereunder, such disclosing party is, on the advice of counsel, compelled to disclose any Confidential Information
to any tribunal or else stand liable for contempt, the disclosing party may disclose the Confidential Information, as applicable,
to the tribunal; provided, however, that the disclosing party shall use its reasonable efforts to obtain, at the
reasonable request of the other party and at the sole expense of such other party, an order or other assurance that confidential
treatment will be accorded to such portion of the Confidential Information required to be disclosed as such other party shall
designate. Breach of this Article 7.1 by the receiving party shall result in irreparable damage to the disclosing party, and the
disclosing party shall be entitled to equitable relief in the event of such breach. The obligations of this Article 7.1 shall
not apply with respect to information that (i) can be demonstrably shown to have been in the possession of the receiving party,
without obligation of confidentiality, at the time of disclosure by the disclosing party or to have been independently developed
by the receiving party without use of or reliance upon information disclosed by the disclosing party hereunder; (ii) is at the
time of such disclosure in the public domain, or thereafter comes into the public domain from a third party and through no fault
of the receiving party; or (iii) shall have lawfully come into the possession of the receiving party from a third party having
no obligation of confidentiality with respect thereto.


 


ARTICLE
VIII - FORCE MAJEURE


 


8.1.      Force Majeure.
Seller will use commercially reasonable efforts to ensure that its contracts with third party suppliers enable Seller to obtain
raw materials of sufficient quality and quantity to fulfill its obligations under this Agreement in a timely manner, including,
without limitation, providing Product that strictly conforms to its Specifications. Failure of Seller to make or of Buyer to take
any delivery (or portions thereof) of Product when due, if occasioned by (a) an act of God or the public enemy, fire, explosion,
perils of the sea, flood, drought, war, riot, sabotage, accident, embargo; or (b) without limiting the foregoing circumstances,
any circumstance of like or different character beyond the reasonable control of the party so failing; or (c) interruption of
or delay in transportation, inadequacy or shortage or failure of normal sources of supply of materials that could not have been
reasonably avoided; or (d) breakdowns or labor



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Confidential Treatment Requested by AdvanSix Inc.


 

trouble from whatever
cause arising and whether or not the demand of the employees involved are reasonable and within said party’s power to concede;
or (e) compliance by Seller or Buyer with any order, action, direction or request of any governmental officer, department, agency,
authority or committee thereof (including any direction or order materially restricting or limiting the selling price of the Product
or of any material produced in conjunction therewith or in connection with which such materials are used, which renders it impracticable
for Seller or Buyer to make a reasonable profit on such production or use); to the extent that any such circumstance arises or
becomes a material factor after the date hereof, shall not subject such party to any liability to the other and, at the option
of either party, the total quantity to be delivered will be reduced by the quantity of the delivery or deliveries (or portions
thereof) so omitted. If due to a Force Majeure Seller’s supply of the Product specified herein shall be insufficient to
meet all requirements, Seller shall have the right, at its option and without liability, to apportion its available sales supply
among its customers to which it has binding contractual commitments, including its affiliated divisions and companies, as long
as Buyer is not treated less equitably in such allocation than other such customers.


 


ARTICLE
IX - MISCELLANEOUS


 


9.1.      Notices.
All notices or other communications required or permitted hereunder shall be in writing and shall be delivered personally, by
facsimile or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered personally
or by facsimile, or if mailed, five (5) Business Days after the date of mailing. For the purposes hereof, the addresses, telephone
numbers and facsimile numbers of the relevant parties (until notice of a change thereof, served as provided in this Article) are
as follows:


 


	If to Seller:	Vice President and General Manager
 Honeywell Resins & Chemicals LLC
 101 Columbia Road
 Morristown, NJ
                                                            07962
 Telephone:      973-455-3426
 Fax:                 973-455-5521
	 	 
	With a copy to:	General Counsel,
Resins & Chemicals

Honeywell International Inc.

101 Columbia Road

Morristown, NJ 07962

Telephone:      973-455-2204

Fax:                 973-455-5350




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Confidential Treatment Requested by AdvanSix Inc.


 

	If to Buyer:	Shaw Industries
Group, Inc.

616 E. Walnut Avenue

P.O. Drawer 2128

Dalton, Georgia 30722-2128

Attention: Frederick L. Hooper, III

Telephone:      706-275-1099

Fax:                 706-275-1442
	 	 
	With a copy (which shall not
constitute notice) to:
	 	 
	 	Bryan Cave LLP

One Atlantic Center, Fourteenth Floor

1201 West Peachtree Street, N.E.

Atlanta, Georgia 30309-3488

Attention: Thomas R. McNeill

Telephone:      404-572-6681

Fax:                 404-572-6999



 


9.2.      Governing
Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without
regard to conflict of laws principles. Seller and Buyer expressly exclude the United Nations Convention on Contracts for the International
Sale of Goods from this transaction.


 


9.3.      Dispute Resolution.


 


		(a)	In
                                                                                                                                                                                   the
                                                                                                                                                                                   event
                                                                                                                                                                                   of
                                                                                                                                                                                   a
                                                                                                                                                                                   dispute
                                                                                                                                                                                   between
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   arising
                                                                                                                                                                                   out
                                                                                                                                                                                   of
                                                                                                                                                                                   or
                                                                                                                                                                                   relating
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   subject
                                                                                                                                                                                   matter
                                                                                                                                                                                   of
                                                                                                                                                                                   this
                                                                                                                                                                                   Agreement,
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   shall
                                                                                                                                                                                   first
                                                                                                                                                                                   use
                                                                                                                                                                                   their
                                                                                                                                                                                   commercially
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   efforts
                                                                                                                                                                                   to
                                                                                                                                                                                   resolve
                                                                                                                                                                                   such
                                                                                                                                                                                   dispute
                                                                                                                                                                                   among
                                                                                                                                                                                   themselves.
                                                                                                                                                                                   If
                                                                                                                                                                                   the
                                                                                                                                                                                   parties
                                                                                                                                                                                   are
                                                                                                                                                                                   unable
                                                                                                                                                                                   to
                                                                                                                                                                                   use
                                                                                                                                                                                   their
                                                                                                                                                                                   reasonable
                                                                                                                                                                                   efforts
                                                                                                                                                                                   to
                                                                                                                                                                                   resolve
                                                                                                                                                                                   the
                                                                                                                                                                                   dispute
                                                                                                                                                                                   within
                                                                                                                                                                                   thirty
                                                                                                                                                                                   (30)
                                                                                                                                                                                   calendar
                                                                                                                                                                                   days
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   initiation
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   procedure,
                                                                                                                                                                                   the
                                                                                                                                                                                   dispute
                                                                                                                                                                                   shall
                                                                                                                                                                                   be
                                                                                                                                                                                   settled
                                                                                                                                                                                   by
                                                                                                                                                                                   arbitration
                                                                                                                                                                                   as
                                                                                                                                                                                   hereinafter
                                                                                                                                                                                   provided
                                                                                                                                                                                   which
                                                                                                                                                                                   shall
                                                                                                                                                                                   be
                                                                                                                                                                                   the
                                                                                                                                                                                   sole
                                                                                                                                                                                   and
                                                                                                                                                                                   exclusive
                                                                                                                                                                                   procedure
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   resolution
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   such
                                                                                                                                                                                   dispute.
                                                                                                                                                                                   Within
                                                                                                                                                                                   ten
                                                                                                                                                                                   (10)
                                                                                                                                                                                   calendar
                                                                                                                                                                                   days
                                                                                                                                                                                   after
                                                                                                                                                                                   receipt
                                                                                                                                                                                   of
                                                                                                                                                                                   written
                                                                                                                                                                                   notice
                                                                                                                                                                                   from
                                                                                                                                                                                   one
                                                                                                                                                                                   party
                                                                                                                                                                                   that
                                                                                                                                                                                   it
                                                                                                                                                                                   is
                                                                                                                                                                                   submitting
                                                                                                                                                                                   the
                                                                                                                                                                                   matter
                                                                                                                                                                                   to
                                                                                                                                                                                   arbitration,
                                                                                                                                                                                   each
                                                                                                                                                                                   party
                                                                                                                                                                                   shall
                                                                                                                                                                                   designate
                                                                                                                                                                                   in
                                                                                                                                                                                   writing
                                                                                                                                                                                   one
                                                                                                                                                                                   arbitrator
                                                                                                                                                                                   to
                                                                                                                                                                                   resolve
                                                                                                                                                                                   the
                                                                                                                                                                                   dispute
                                                                                                                                                                                   who
                                                                                                                                                                                   shall,
                                                                                                                                                                                   in
                                                                                                                                                                                   turn,
                                                                                                                                                                                   jointly
                                                                                                                                                                                   select
                                                                                                                                                                                   a
                                                                                                                                                                                   third
                                                                                                                                                                                   arbitrator
                                                                                                                                                                                   within
                                                                                                                                                                                   twenty
                                                                                                                                                                                   (20)
                                                                                                                                                                                   calendar
                                                                                                                                                                                   days
                                                                                                                                                                                   of
                                                                                                                                                                                   their
                                                                                                                                                                                   designation
                                                                                                                                                                                   or
                                                                                                                                                                                   if
                                                                                                                                                                                   they
                                                                                                                                                                                   fail
                                                                                                                                                                                   to
                                                                                                                                                                                   do
                                                                                                                                                                                   so,
                                                                                                                                                                                   with
                                                                                                                                                                                   the
                                                                                                                                                                                   third
                                                                                                                                                                                   arbitrator
                                                                                                                                                                                   to
                                                                                                                                                                                   be
                                                                                                                                                                                   selected
                                                                                                                                                                                   as
                                                                                                                                                                                   promptly
                                                                                                                                                                                   as
                                                                                                                                                                                   practicable
                                                                                                                                                                                   in
                                                                                                                                                                                   accordance
                                                                                                                                                                                   with
                                                                                                                                                                                   the
                                                                                                                                                                                   procedure
                                                                                                                                                                                   established
                                                                                                                                                                                   by
                                                                                                                                                                                   the
                                                                                                                                                                                   American
                                                                                                                                                                                   Arbitration
                                                                                                                                                                                   Association
                                                                                                                                                                                   at
                                                                                                                                                                                   such
                                                                                                                                                                                   time.
                                                                                                                                                                                   The
                                                                                                                                                                                   arbitrators
                                                                                                                                                                                   so
                                                                                                                                                                                   designated
                                                                                                                                                                                   shall
                                                                                                                                                                                   each
                                                                                                                                                                                   be
                                                                                                                                                                                   a
                                                                                                                                                                                   lawyer
                                                                                                                                                                                   experienced
                                                                                                                                                                                   in
                                                                                                                                                                                   commercial
                                                                                                                                                                                   and
                                                                                                                                                                                   business
                                                                                                                                                                                   affairs
                                                                                                                                                                                   who
                                                                                                                                                                                   is
                                                                                                                                                                                   not
                                                                                                                                                                                   an
                                                                                                                                                                                   employee,
                                                                                                                                                                                   consultant,
                                                                                                                                                                                   officer
                                                                                                                                                                                   or
                                                                                                                                                                                   director
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   party
                                                                                                                                                                                   or
                                                                                                                                                                                   any
                                                                                                                                                                                   Affiliate
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   party
                                                                                                                                                                                   and
                                                                                                                                                                                   who
                                                                                                                                                                                   has
                                                                                                                                                                                   not
                                                                                                                                                                                   received
                                                                                                                                                                                   any
                                                                                                                                                                                   compensation,
                                                                                                                                                                                   directly
                                                                                                                                                                                   or
                                                                                                                                                                                   indirectly,
                                                                                                                                                                                   from
                                                                                                                                                                                   any
                                                                                                                                                                                   Party
                                                                                                                                                                                   hereto
                                                                                                                                                                                   or
                                                                                                                                                                                   any
                                                                                                                                                                                   Affiliate
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   Party
                                                                                                                                                                                   during
                                                                                                                                                                                   the
                                                                                                                                                                                   two
                                                                                                                                                                                   (2)
                                                                                                                                                                                   year
                                                                                                                                                                                   period
                                                                                                                                                                                   preceding
                                                                                                                                                                                   the
                                                                                                                                                                                   notice
                                                                                                                                                                                   of
                                                                                                                                                                                   arbitration.
                                                                                                                                                                                   The
                                                                                                                                                                                   arbitration
                                                                                                                                                                                   shall
                                                                                                                                                                                   be
                                                                                                                                                                                   governed
                                                                                                                                                                                   by
                                                                                                                                                                                   the
                                                                                                                                                                                   rules
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   American
                                                                                                                                                                                   Arbitration
                                                                                                                                                                                   Association.
                                                                                                                                                                                   The
                                                                                                                                                                                   arbitrators
                                                                                                                                                                                   shall
                                                                                                                                                                                   have
                                                                                                                                                                                   sole
                                                                                                                                                                                   discretion
                                                                                                                                                                                   with
                                                                                                                                                                                   regard
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   admissibility
                                                                                                                                                                                   of
                                                                                                                                                                                   evidence.
                                                                                                                                                                                   The




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Confidential Treatment Requested by AdvanSix Inc.


 


	 		arbitration panel shall have the right to grant equitable relief in its discretion, and to
                                                                                         award claims for specific performance. The right of each party to move for preliminary injunction or other temporary
                                                                                         relief before any court having jurisdiction to preserve its rights hereunder shall remain unaffected. The arbitrators shall
                                                                                         use their best efforts to rule on each disputed issue within thirty (30) calendar days after the completion of the hearings.
                                                                                         The determination of the arbitrators as to the resolution of any dispute shall be binding and conclusive upon all parties
                                                                                         hereto. All rulings of the arbitrators shall be in writing, with the reasons for the ruling given, and shall be delivered to
                                                                                         the parties hereto. Each party shall pay the fees of its respective designated arbitrator and its own costs and expenses of
                                                                                         the arbitration. The fees of the third arbitrator shall be paid fifty percent (50%) by each of the parties. Any arbitration
                                                                                         pursuant to this Article 9.3 shall be conducted in English in New York, New York. Any arbitration award may be entered in and
                                                                                         enforced by any court having jurisdiction thereof and the parties hereby consent and commit themselves to the jurisdiction of
                                                                                         the courts of any competent jurisdiction for purposes of the enforcement of any arbitration award.



 


		(b)	Without
                                                                                                                                                                                   limitation
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   foregoing,
                                                                                                                                                                                   Seller
                                                                                                                                                                                   and
                                                                                                                                                                                   Buyer
                                                                                                                                                                                   hereby
                                                                                                                                                                                   submit
                                                                                                                                                                                   to
                                                                                                                                                                                   the
                                                                                                                                                                                   non-exclusive
                                                                                                                                                                                   jurisdiction
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   state
                                                                                                                                                                                   and
                                                                                                                                                                                   federal
                                                                                                                                                                                   courts
                                                                                                                                                                                   of
                                                                                                                                                                                   general
                                                                                                                                                                                   jurisdiction
                                                                                                                                                                                   in
                                                                                                                                                                                   New
                                                                                                                                                                                   York,
                                                                                                                                                                                   New
                                                                                                                                                                                   York
                                                                                                                                                                                   in
                                                                                                                                                                                   respect
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   enforcement
                                                                                                                                                                                   of
                                                                                                                                                                                   any
                                                                                                                                                                                   such
                                                                                                                                                                                   arbitration
                                                                                                                                                                                   award
                                                                                                                                                                                   and
                                                                                                                                                                                   hereby
                                                                                                                                                                                   waive,
                                                                                                                                                                                   and
                                                                                                                                                                                   agree
                                                                                                                                                                                   not
                                                                                                                                                                                   to
                                                                                                                                                                                   assert,
                                                                                                                                                                                   as
                                                                                                                                                                                   a
                                                                                                                                                                                   defense
                                                                                                                                                                                   in
                                                                                                                                                                                   any
                                                                                                                                                                                   action,
                                                                                                                                                                                   suit
                                                                                                                                                                                   or
                                                                                                                                                                                   proceeding
                                                                                                                                                                                   for
                                                                                                                                                                                   the
                                                                                                                                                                                   enforcement
                                                                                                                                                                                   of
                                                                                                                                                                                   such
                                                                                                                                                                                   award,
                                                                                                                                                                                   that
                                                                                                                                                                                   it
                                                                                                                                                                                   is
                                                                                                                                                                                   not
                                                                                                                                                                                   subject
                                                                                                                                                                                   thereto
                                                                                                                                                                                   or
                                                                                                                                                                                   that
                                                                                                                                                                                   such
                                                                                                                                                                                   action,
                                                                                                                                                                                   suit
                                                                                                                                                                                   or
                                                                                                                                                                                   proceeding
                                                                                                                                                                                   may
                                                                                                                                                                                   not
                                                                                                                                                                                   be
                                                                                                                                                                                   brought
                                                                                                                                                                                   or
                                                                                                                                                                                   is
                                                                                                                                                                                   not
                                                                                                                                                                                   maintainable
                                                                                                                                                                                   in
                                                                                                                                                                                   such
                                                                                                                                                                                   courts
                                                                                                                                                                                   or
                                                                                                                                                                                   that
                                                                                                                                                                                   such
                                                                                                                                                                                   award
                                                                                                                                                                                   may
                                                                                                                                                                                   not
                                                                                                                                                                                   be
                                                                                                                                                                                   enforced
                                                                                                                                                                                   in
                                                                                                                                                                                   or
                                                                                                                                                                                   by
                                                                                                                                                                                   such
                                                                                                                                                                                   courts
                                                                                                                                                                                   or
                                                                                                                                                                                   that
                                                                                                                                                                                   its
                                                                                                                                                                                   property
                                                                                                                                                                                   is
                                                                                                                                                                                   exempt
                                                                                                                                                                                   or
                                                                                                                                                                                   immune
                                                                                                                                                                                   from
                                                                                                                                                                                   execution,
                                                                                                                                                                                   that
                                                                                                                                                                                   the
                                                                                                                                                                                   action,
                                                                                                                                                                                   suit
                                                                                                                                                                                   or
                                                                                                                                                                                   proceeding
                                                                                                                                                                                   is
                                                                                                                                                                                   brought
                                                                                                                                                                                   in
                                                                                                                                                                                   an
                                                                                                                                                                                   inconvenient
                                                                                                                                                                                   forum,
                                                                                                                                                                                   or
                                                                                                                                                                                   that
                                                                                                                                                                                   the
                                                                                                                                                                                   venue
                                                                                                                                                                                   of
                                                                                                                                                                                   the
                                                                                                                                                                                   action,
                                                                                                                                                                                   suit
                                                                                                                                                                                   or
                                                                                                                                                                                   proceeding
                                                                                                                                                                                   is
                                                                                                                                                                                   improper.
                                                                                                                                                                                   Service
                                                                                                                                                                                   of
                                                                                                                                                                                   process
                                                                                                                                                                                   with
                                                                                                                                                                                   respect
                                                                                                                                                                                   thereto
                                                                                                                                                                                   may
                                                                                                                                                                                   be
                                                                                                                                                                                   made
                                                                                                                                                                                   upon
                                                                                                                                                                                   any
                                                                                                                                                                                   party
                                                                                                                                                                                   by
                                                                                                                                                                                   mailing
                                                                                                                                                                                   a
                                                                                                                                                                                   copy
                                                                                                                                                                                   thereof
                                                                                                                                                                                   by
                                                                                                                                                                                   registered
                                                                                                                                                                                   or
                                                                                                                                                                                   certified
                                                                                                                                                                                   mail,
                                                                                                                                                                                   postage
                                                                                                                                                                                   prepaid,
                                                                                                                                                                                   to
                                                                                                                                                                                   such
                                                                                                                                                                                   party
                                                                                                                                                                                   at
                                                                                                                                                                                   its
                                                                                                                                                                                   address
                                                                                                                                                                                   as
                                                                                                                                                                                   provided
                                                                                                                                                                                   in
                                                                                                                                                                                   Article
                                                                                                                                                                                   9.1
                                                                                                                                                                                   hereof,
                                                                                                                                                                                   provided
                                                                                                                                                                                   that
                                                                                                                                                                                   service
                                                                                                                                                                                   of
                                                                                                                                                                                   process
                                                                                                                                                                                   may
                                                                                                                                                                                   be
                                                                                                                                                                                   accomplished
                                                                                                                                                                                   in
                                                                                                                                                                                   any
                                                                                                                                                                                   other
                                                                                                                                                                                   manner
                                                                                                                                                                                   permitted
                                                                                                                                                                                   by
                                                                                                                                                                                   applicable
                                                                                                                                                                                   law.



 


9.4.      Modification.
This Agreement may only be amended or modified in a writing signed by the party against whom enforcement of such amendment or
modification is sought. No provision set forth in any purchase order, order confirmation form or any other writing pertaining
to an order placed under this Agreement which is inconsistent with or in addition to the provisions of this Agreement shall be
binding on either party except as set forth in this Article.


 


9.5.      Waiver.
Any of the terms or conditions of this Agreement may be waived at any time by the party entitled to the benefit thereof, but only
by a writing signed by the party waiving such terms or conditions. A waiver of any breach or failure to enforce any of the terms
or conditions of this Agreement shall not in any way affect, limit or waive any party’s rights at any time to enforce strict
compliance thereafter with every term or



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condition of this Agreement
for any other breath or failure to comply with the terms and conditions of this Agreement.


 


9.6.      Severability.
The invalidity of any portion of this Agreement shall not affect the validity, force or effect of the remaining portions hereof.
If it is ever held that any restriction hereunder is too broad to permit enforcement of such restriction to its fullest extent,
such restriction shall be enforced to the maximum extent permitted by law.


 


9.7.      Entire Agreement.
This Agreement, constitutes the entire agreement between the parties with respect to the matters covered hereby, and supersedes
any and all previous written, oral or implied understandings between them with respect to such matters, including any and all
blanket purchase orders extant for the purchase of caprolactam.


 


9.8.      Assignment;
Successors and Assigns; No Third Party Rights. This Agreement may not be assigned by operation of law or otherwise, and any
attempted assignment shall be null and void. Notwithstanding the foregoing, either party may without further consent of the other
party assign its rights under this Agreement (a) in connection with the transfer or sale of (i) all or substantially all of the
assets of such party relating to this Agreement, or (ii) in the case of Seller, with respect to its rights and obligations to
supply Polymer, all or substantially all of the assets of Seller relating to Seller’s Polymer production facility and business
at Seller’s Chesterfield facility, or, with respect to its rights and obligations to supply caprolactam, all or substantially
all of the assets of Seller relating to Seller’s caprolactam facility and business at Seller’s Hopewell facility,
or (iii) in the case of Buyer, all or substantially all of the assets of Buyer relating to one or more of the Facilities and the
business at any such Facility, (b) pursuant to the merger or consolidation of such party with a third party, or (c) to any Affiliate
of the assigning party. [ * * * ] This Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors, assigns and legal representatives. Any such successor or assign shall assume all of the party’s obligations
under this Agreement and shall be fully bound by the terms and conditions of this Agreement; provided, however,
any such assignment shall not relieve the assigning party of any obligations arising from this Agreement. This Agreement shall
be for the sole benefit of the parties to this Agreement and their respective successors, assigns and legal representatives and
is not intended, nor shall be construed, to give any person, other than the parties hereto and their respective successors, assigns
and legal representatives, any legal or equitable right, remedy or claim hereunder.


 


9.9.      No Strict
Construction; Headings. Each of Seller and Buyer acknowledges that this Agreement has been prepared jointly by the parties
hereto, and shall not be strictly construed against either party. The headings in this Agreement are for reference purposes only,
and shall not in any way affect the meaning or interpretation of this Agreement.


 


9.10.      Exhibits.
All Exhibits 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 Exhibits shall be deemed to refer to this entire Agreement, including
all Exhibits.



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9.11.      Controlling
Terms. The terms hereof shall apply notwithstanding any different or additional terms set forth in any invoices, purchase
orders, bills of lading, or any other documents used by either party in connection with performance of this transaction. All said
different or additional terms are void and shall not apply to the transaction described in this agreement.


 


9.12.      Publicity.
No press release or other public announcement or publicity regarding the existence of this Agreement or its contents or the transactions
contemplated hereby shall be made by either of the parties hereto or any of their respective Affiliates, officers, directors,
employees, representatives or agents, without the prior approval of the other party hereto, in any case, as to form, content,
timing and manner of distribution and publication; provided, however, nothing in this Article 9.12 shall prohibit
any party from (a) making any public announcement required by law or the rules of any stock exchange so long as such party consults
with the other party as to the form, content, timing and manner of distribution and publication, (b) enforcing its rights hereunder,
or (c) disclosing this Agreement or its contents or the transactions contemplated hereby to those persons whose approval, agreement
or opinion, as the case may be, is required for consummation of the transactions contemplated hereby. Notwithstanding anything
written herein, either party shall have the right to disclose the terms of this Agreement to a third party who is a potential
purchaser of one or more of the parties’ facilities as long as such disclosure is made pursuant to a nondisclosure agreement
signed by the receiving third party and providing that the receiving third party will observe confidentiality requirements that
are at least as restrictive regarding the disclosure of the existence, terms and provisions of this Agreement as the nondisclosure
obligations under this Agreement, including, without limitation, Article 7.1 hereof, of the parties hereto.


 


9.13.      Further
Assurances. Upon the reasonable request of a party, the other party will execute and deliver such other documents and instruments
as may be required to effectuate completely the terms, conditions, and purposes of this Agreement.


 


9.14.      Relationship
of Parties. The parties acknowledge that they are independent contractors and no other relationship, including partnership,
joint venture, employment, franchise, master/servant or principal/agent is intended by this Agreement. Neither party shall have
the right to bind or obligate the other.


 


9.15.      Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement.


 


[The
Remainder of this Page has been Intentionally Left Blank]



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IN WITNESS WHEREOF,
each of the parties hereto has caused this Agreement to be duly executed and delivered on its behalf by its duly authorized representative,
as of the Effective Date.


 


	HONEYWELL RESINS & CHEMICALS, LLC	 	SHAW INDUSTRIES GROUP, INC.
	 	 	 
	By:	  /s/
    Qamar S. Bhatia	 	By:	  /s/
    Gerald R. Embry
	 	 	 	 	 
	Name: 	Qamar
    S. Bhatia	 	 	Gerald
    R. Embry
	 	 	 	 	 
	Title:	 VP/GM, Resins and Chemicals	 	 	Vice
    President, Administration




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Confidential Treatment Requested by AdvanSix Inc.


 


EXHIBIT A


 


[ * * * ] CAPROLACTAM SPECIFICATIONS


 


	Product
                                                                                                                   Name

                                                                                 

                                                                                Molten
                                                                                Caprolactam, [ * * * ]
	Specification
    Number

    

    [ * * * ]
	Formula

                                                                                 

                                                                                CH2(CH2)4NHCO

  [_____________]
	Molecular
    Weight 

    113.16
	Date
    Issued 

    11/1/05
	Supersedes
     

    6/30/05
	Page
     

    1 of 1

	 	 	 	 	 


	Parameters	Value	Test
    Method
	 	 	 
	Color,
    APHA	 [ * * * ] max.	QALAC-0001
	 	 	 
	Permanganate
    Index (ISO)	 [ * * * ] max.	QALAC-0002
	 	 	 
	Permanganate
    Number Seconds	 [ * * * ] min.	QALAC-0009
	 	 	 
	Water,
    %	 [ * * * ] max.	QALAC-0005
	 	 	 
	Iron
    (as Fe), ppm	 [ * * * ] max.	QALAC-0011
	 	 	 
	Volatile
    Base (as NH3), ppm	 [ * * * ] max.	QALAC-0012
	 	 	 
	Volatile
    Base (as NH3), meq/kg	 [ * * * ] max.	QALAC-0012
	 	 	 
	Free
    Alkalinity, meq/kg	 [ * * * ] max.	QALAC-0006
	 	 	 
	Free
    Acidity, meq/kg	 [ * * * ] max.	QALAC-0006
	 	 	 
	Ash,
    ppm	 [ * * * ] max.	QALAC-0007
	 	 	 
	Transmittance
    @ 290nm, %	 [
    * * * ] min.	QALAC-00033
	 	 	 
	Note:
    Specification values shown are those at the time of shipment as determined by the test methods listed.




    	 



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


EXHIBIT B


 


[ * * * ] POLYMER SPECIFICATIONS


 


DATE: 8/30/04


 


PRODUCT: [ * * * ] CHIP


 


	 	Specification of Properties   
	 	 
	Form	Pellets/Chips
	 	 
	Color	Transparent
	 	 
	Viscosity (FAV)	[ * * * ]
	 	 
	% EXTRACTABLES	[ * * * ]
	 	 
	% MOISTURE	[ * * * ]




    	 



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


EXHIBIT C


 


[ * * * ]


 


[ * * * ]


 


[ * * * ]


 


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




    	 



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


EXHIBIT D


 


[ * * * ]


 


[ * * * ]


 


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




    	 



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


EXHIBIT E


 


[ * * * ]


 


	[*
                                                                                                                                                       *
                                                                                                                                                       *]

                                                                                 

                                                                                [
                                                                                * * * ]
	[
    * * * ] 

    [ * * * ]

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

	 	 	 	 	 


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




    	 



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


SCHEDULE 2.1(I)


 


CAPROLACTAM INDEX AMOUNT


 


I.       The
calculation of the Caprolactam Index Amount (CIA) for Product sold through the Term of the Agreement shall be calculated according
to the following:


 


         [ * * * ]


 


II.      [
* * * ]


 


III.     For
any price publication where this Schedule requires the use of a posted price for the month or the quarter containing the month,
the published price as of the last Monday of the preceding month shall be used for the applicable calculation; provided that the
Parties shall make a true-up adjustment based on the final published number for the month, which adjustment shall occur in the
month following the month and at the end of such quarter.


 


IV.    [
* * * ]


 


V.     In
the event that any of the above indices shall cease to be published, or that the published prices shall cease to represent the
market conditions, in the good faith opinion of either party, then either party may notify the other of the need for reconsideration.
Thereafter, the parties shall meet to determine in good faith an appropriate adjustment to the published index, or an alternative
index that is more reflective of the intent of the parties. If the parties are unable to determine in good faith an appropriate
adjustment or alternative index, then either party may submit the limited issue of what is an appropriate adjustment to the published
index or an appropriate alternative index to binding arbitration pursuant to Article 9.3 of this Agreement. In such binding arbitration,
the standard to be applied by the arbitrator shall be to choose an adjustment or alternative index such that the Caprolactam Index
Amount and/or Polymer Index Amount continues to be reflective of changes in Seller’s cost basis related to the challenged
or absent index.



    	 



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


SCHEDULE 2.1(II)


 


POLYMER INDEX AMOUNT


 


The Polymer Index Amount shall be equal
to the amount, in cents per pound, derived from the following calculation:


 


PIA = [ * * * ]


 


Wherein the definitions of [
* * * ], [ * * * ], and [ * * * ] shall be as set forth as shown in Schedule 2.1(I) hereto.


 


In the term ([ * * * ]) of the PIA calculation,
if [ * * * ] is less than [ * * * ] then the value of [ * * * ] shall be used as the numerator of the calculation.



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Confidential Treatment Requested by AdvanSix Inc.


 


Attachment I


 


	[ * * * ] 

Feb-13]
	 
	 	 
	[ * * * ] Honeywell	Volume Pounds	[ * * * ]
	 	 	 
	 	[ * * * ] Revenue Dollars	$[ * * * ]
	 	[ * * * ] Freight & Distribution Dollars	[ * * * ]
	 	Resulting Dollars	$[ * * * ]
	 	 	 
	 	[ * * * ] Price ($/Lb)	$[ * * * ]
	 	 
	 	 	 	 




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Confidential Treatment Requested by AdvanSix Inc.


 


Attachment II


 


[ * * * ]


 


Jun-13


 


	 	 	 
	 	 	 
	Products

[ * * * ]	Volume

    Price ($/short ton)	[ * * * ]%

    $[ * * * ]
	 	 	 
	[ * * * ]	Volume

    Price ($/short ton)	[ * * * ]%

    $[ * * * ]
	 	 	 
	[ * * * ]	Volume

    Price ($/short ton)	[ * * * ]%

    $[ * * * ]
	 	 	 
	Average Price	($/short ton)	$[ *
    * * ]
	 	 	 
	 	 	 




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Attachment III


 


Honeywell Actual $/[ * * * ]


 


	 	Total
    Spend	[
    * * * ]	$/[
    * * * ]
	June 2004 Base	$ [ * * * ]	[ * * * ]	$ [ * * * ]
	 	 	 	 
	Q3 2010	 	 	 
	 	 	 	 
	July	$ [ * * * ]	[ * * * ]	$ [ * * * ]
	 	 	 	 
	August	$ [ * * * ]	[ * * * ]	$ [ * * * ]
	 	 	 	 
	September	$ [ * * * ]	[ * * * ]	$ [ * * * ]
	 	 	 	 
	[ * * * ] Q3 2010	 	 	$[ * * * ]

AVG




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Attachment IV


 


[ * * * ] to:                                             04-2012


[ * * * ]


[ * * * ]


[ * * * ]


[ * * * ]


[ * * * ]


[ * * * ]


 


	 	[
    * * * ]	[
    * * * ]	 
	Rates	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	 
	Total
    $	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 
	Cars	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	 
	Net
    of transfers	 	 	 	 	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	 
	$
    per car	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 $     [ * * * ]	 
	Honeywell
    

Shipments	 	 	 	 	 	 	 	 	 	 	Total
    Cars
	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]
	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]
	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]
	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]
	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]
	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]	[
    * * * ]
	 	 	 	 	 	 	 	 	 	Cars	[
    * * * ]	$[
    * * * ]
	 	 	 	 	 	 	 	 	 	Tons/Car	[
    * * * ]	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	AVG
    $/Car	$[
    * * * ]
	 	 	 	 	 	 	 	 	 	 	AVG
    $/Ton	$[
    * * * ]
	 	 	 	 	 	 	 	 	 	 	 	 




    	6



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


Attachment V


 


[[ * * * ] Letterhead]


 


January 14, 2010


 


Honeywell International Incorporated

Attn: Mr. Humberto Caldelas

905 East Randolph Road

P.O. Box 761

Hopewell, VA 23860


 


Re: [ * * * ] Contract


 


Dear Mr. Caldelas:


 


The calculated contract prices effective January 1, 2010 will
be as follows:


 


(A)      $[ * * * ] per thousand pounds of [ * * * ]
delivered
 (B)      $[ * * * ] [ * * * ] (Mar, Apr, May, Sep, Oct, Nov, Dec)
 (C)      $[ * * * ] [ * * * ] (Jan, Feb, Jun,
Jul, Aug)


 


The prices on the attached schedule are
calculated using the [ * * * ].


 


If you have any questions please contact me at 704-672-2885.


 


Sincerely,


 


Stephen M. Sweeney

Manager, Fuels & Materials


 


Attachment


 


cc: Mr. M. Williams



    	7



    	



    

Confidential Treatment Requested by AdvanSix Inc.


 


Attachment VI


 


[ * * * ]


 


	 	[* * * ]	 Feb-13	 



 


	 	Cents Per


    Pound

    of [ * * * ]	 	Total
    costs	 	Cost

    components	 	Pounds	 	 
	 	 	 	 	 	 	 	 	 	 
	Price Variance	[ * * * ]	 	   $         [ * * * ]	 	 	 	[
    * * * ]	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	   $         [ * * * ]	 	[ * * * ]	 	 
	 	 	 	 	 	   $         [ * * * ]	 	[ * * * ]	 	 
	 	 	 	 	 	 	 	 	 	 
	Shipping Cost	[ * * * ]	 	   $         [ * * * ]	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	[ * * * ]	[ * * * ]	 	   $         [ * * * ]	 	[ * * * ]%	 	[ * * * ]	 	   $         [ * * * ]
	 	 	 	 	 	   $         [ * * * ]	 	[ * * * ]	 	 
	 	 	 	 	 	   $                    -	 	[ * * * ]	 	 
	[ * * * ]	[ * * * ]	 	   $         [ * * * ]	 	 	 	 	 	 
	 	[ * * * ]	 	Per Pound of [ * * * ]	 	 	 	 
	 	 [ * * * ]	 	 	 	 	 	 	 	 
	 	[ * * * ]	 	Per Pound of [ * * * ]	 	 	 	 
	 	[ * * * ]	 	 	 	 	 	 	 	 
	 	[ * * * ]	 	Per Pound of [ * * * ]	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Summary	 	 	 	 	 	 	 	 
	 	   $          [ * * * ]	 	Total Cost Increase	 	 	 	 	 	 
	 	[ * * * ]	 	Total [ * * * ] Pounds	 	 	 	 
	 	[ * * * ]	 	[ * * * ] on [ * * * ]	 	 	 	 	 	 
	 	[ * * * ]	 	[ * * * ] on [ * * * ]	 	 	 	 	 	 
	 	[ * * * ]	 	[ * * * ] on [ * * * ]	 	 	 	 




    	8