Exhibit 10.7


 


Confidential Treatment Requested by
AdvanSix Inc.


 


THIRD AMENDMENT

TO AMENDED AND RESTATED

CAPROLACTAM AND POLYMER SUPPLY AGREEMENT


 


THIS THIRD AMENDMENT TO AMENDED AND RESTATED
CAPROLACTAM AND POLYMER SUPPLY AGREEMENT (this “Amendment”) is entered into as of December 12, 2014, 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”).


 


Recitals


 


WHEREAS, on April 1,
2013, Seller and Buyer entered into that certain Amended and Restated Caprolactam and Polymer Supply Agreement (as amended, the
“Agreement”);


 


WHEREAS, the parties
desire to amend certain provisions of the Agreement; and


 


WHEREAS, capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement.


 


Agreement


 


NOW, THEREFORE, in consideration
of the mutual terms, conditions and other agreements set forth herein, the parties, intending to be legally bound hereby, agree
as follows:


 


1.         Section
1.2 of the Agreement is deleted in its entirety, and inserted in lieu thereof is a new Section 1.2, as follows:


 


“1.2  Purchase
and Sale of Product. During the term of this Agreement, except as provided in Articles 1.3, 1.4 and 1.9 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 [ * * * ].


 


(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.



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Confidential Treatment Requested by
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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.”


 


2.         Section
1.4 of the Agreement is deleted in its entirety, and inserted in lieu thereof is a new Section 1.4, as follows:


 


“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 less than [ * * * ] ([ * * * ]) nor 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.”


 


3.         A
new Section 1.9 of the Agreement is hereby added, as follows:


 


“1.9     2015 Volume Adjustment.
Notwithstanding Article 1.2 of this Agreement, between January 1, 2015, through December 31, 2015, (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 January 1, 2015, through December 31, 2015.”


 


4.         Section
2.1 of the Agreement is deleted in its entirety, and inserted in lieu thereof is a new Section 2.1, as follows:


 


“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.”


 


5.         A
new Section 2.8 of the Agreement is hereby added, as follows:


 


“2.8      Volume Incentive.



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(a)      For
the period beginning January 1, 2015, through the last day of the Term, if Buyer purchases Product at an annualized rate of [ *
* * ] ([ * * * ]) pounds or more during any Fiscal Month or any Fiscal Quarter, the price for each pound of Product purchased during
such Fiscal Month or Fiscal Quarter shall be reduced by [ * * * ] ([ * * * ]) per pound of Product.


 


(b)      For
the purpose of the calculations set forth in Section 2.8(a), an annualized rate of [ * * * ] pounds ([ * * * ]) is equivalent to
(i) [ * * * ] ([ * * * ]) pounds in a four-week Fiscal Month, (ii) [ * * * ] ([ * * * ]) pounds in a five-week Fiscal Month, and
(iii) [ * * * ] ([ * * * ]) pounds in a Fiscal Quarter.


 


(c)      In
the event of any overpayment by Buyer for Product resulting from the application of the above-referenced discount, such overpayment
shall be refunded by Seller to Buyer within thirty (30) days following the end of the applicable Fiscal Month or Fiscal Quarter,
as the case may be, by either, at the option of Seller, (i) a credit on the next regular invoice for Product, or (ii) in cash or
immediately available funds.


 


6.         All
capitalized terms used, but not defined, herein shall have the meaning set forth in the Agreement.


 


7.         This
Amendment may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same agreement.


 


8.         Except
as expressly modified in this Amendment, the Agreement remains in full force and effect. The Agreement and this Amendment together
constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all prior agreements
or understandings between the Parties as to the subject matter hereof.


 


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Confidential Treatment Requested by
AdvanSix Inc.


 


IN WITNESS WHEREOF, the parties
have executed this Third Amendment to Caprolactam and Polymer Supply Agreement as of the date first above written.


 


	HONEYWELL RESINS & CHEMICALS, LLC	 	SHAW INDUSTRIES GROUP, INC.
	 	 	 
	By: 	  /s/ Erin Kane	 	By: 	  /s/ Hal Long
	 	  Erin Kane	 	 	  Hal Long
	 	  Vice President and General Manager	 	 	  Executive Vice President Operations




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