Exhibit 10.8


 


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FOURTH AMENDMENT

TO AMENDED AND RESTATED

CAPROLACTAM AND POLYMER SUPPLY AGREEMENT


 


THIS FOURTH AMENDMENT TO AMENDED AND RESTATED
CAPROLACTAM AND POLYMER SUPPLY AGREEMENT (this “Amendment”) is entered into as of January 13, 2016, 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 1.8 of the Agreement is deleted
in its entirety, and inserted in lieu thereof is a new Section 1.8, as follows:


 


“1.8. Washwater Supply. During the Fiscal
Year 2016, 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. [ * * * ]


 


(a) [ * * * ]


 


(b) [ * * * ]


 


(c) [ * * * ]


 


[ * * * ]


 


2.           Section 1.9 of the Agreement is deleted
in its entirety, and inserted in lieu thereof is a new Section 1.9, as follows:


 


“1.9      [ * * * ] Volume
Adjustment. Notwithstanding Article 1.2 of this Agreement, between [ * * * ], through [ * * * ], (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 [ * * * ], through [ * * * ].”



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3.           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.”


 


4.           DEFINITIONS of “Fiscal Month”.
“Fiscal Quarter”, and “Fiscal Year” are deleted in its entirety, and inserted in lieu thereof are new DEFINITIONS
of “Fiscal Month”. “Fiscal Quarter”, and “Fiscal Year”, as follows:


 


“Fiscal Month”, “Fiscal
Quarter”, and “Fiscal Year” depends on the month or quarter in question, as follows: a fiscal year end is December
31 each year. Fiscal Quarters are comprised of 13 weeks each, whereby there are 4 weeks for the first fiscal month, 4 weeks for
the second fiscal month, and 5 weeks for the third fiscal month. Once every 7 years the fourth quarter has 6 weeks in its last
month. For the purpose of this agreement, the first Fiscal Month and the first Fiscal Quarter and Fiscal Year commences on January
1 of each year.


 


5.           Section 2.4 of the Agreement is deleted
in its entirety, and inserted in lieu thereof is a new Section 2.4, as follows:


 


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) in effect from 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, using Seller’s test method QALAC-0029 (Attachment I to this Amendment) or other mutually agreed method 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 [ * * * ] ([ * * * ]), 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.


 


6.           Paragraph 9 of Schedule 2.1(I) section I of the Agreement
is deleted in its entirety, and inserted in lieu thereof is a new paragraph 9 of Schedule 2.1(I) section I, as follows:


 


[ * * * ]


 


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


 


8.           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.



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9.           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.


 


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



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IN WITNESS WHEREOF, the parties
have executed this Fourth 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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Attachment
I


 


HOPEWELL PLANT


 


	Quality Assurance Analytical Procedure	Number  QALAC-0029
	Subject:  The determination of Caprolactam in Dilute Caprolactam, Wash Water, and Caprolactam (Lactam) Inventory Samples.	Number  R-7
	Supersedes: QALAC-0029 R-6

March 13, 2009
	Date      June 19, 2012
	Dept Mgt. Approval Dale Nesselrodt  Approval Signature Available on Master Copy	Page      1 of 8


 

		1.0	PURPOSE



This analytical procedure describes the method for
the determination of Caprolactam in Dilute Caprolactam, Wash Water, and Caprolactam (Lactam) Inventory Samples.


 


		2.0	SCOPE



This procedure applies to the analysis of Caprolactam
in Dilute Caprolactam, Wash Water, and Caprolactam (Lactam) Inventory samples from the Caprolactam process at the Hopewell Plant
Lactam.


 


		3.0	DEFINITIONS



None


 


4.0  SAFETY ISSUES/EQUIPMENT


Standard hand and eye protection is required.


 


		5.0	SPECIAL TOOLS/EQUIPMENT/MATERIALS



5.1          Special Tools/Equipment:


5.1.1 Glassware associated
with standard analytical analysis


5.1.2 Agilent 6890 gas chromatograph,
or

equivalent, equipped with a Flame Ionization Detector

(FID).


		5.1.3	Agilent VP-Class Data Collection System, or equivalent
	 	5.1.4	10μL syringe
or Agilent 7683B Series Automatic           Liquid Sampler (ALS)



		5.1.5	A balance capable of weighing to ± 0.01 grams



		5.1.6	A magnetic stirring motor and a magnetic stirring bar



		5.1.7	4 - 8 oz. sample bottles with caps, or 150 mL Erlenmeyer flasks with stoppers/caps




    	 



    	



    

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NOTE: Glassware used is
to be clean, unbroken, and of adequate size and volume capacity to perform this procedure. Adhering to these conditions, and dependent
upon availability, technicians are empowered to select and use glassware for the completion of this procedure.


		5.2	Materials:



5.2.3 Diethyl phthalate
(C6H4)-1,2-(CO2C2H3)2, reagent grade


5.2.4 Methanol (CH3OH),
reagent grade


5.2.5 Distilled water


5.2.6 Acetone, for syringe washing


 


NOTE: Purity of Reagents
- Reagent grade chemicals will be used in all tests. Unless otherwise indicated, it is intended that all reagents will conform
to the specifications of the Committee on Analytical Reagents of the American Chemical Society, where such specifications are available.



Purity of Water - Reference to water shall be understood to mean reagent water conforming to the specifications for reagent water
(ASTM Designation D 1193).


 


		6.0	PROCEDURE



 


		6.1	Preparation of Diethyl Phthalate Internal Standard.



 


6.1.1 Transfer 600 ± 0.2
g of Diethyl Phthalate to a 20-L carboy, or equivalent.


 


6.1.2 Dilute to the 20-L mark
with reagent grade Methanol.


 


6.1.3 Insert a paddle mixer wand
attached to a variable speed, electric mixer. Stir the solution until all of the Diethyl Phthalate goes into solution.


 


6.1.4 Keep the solution in the
20-L carboy. Use as needed.


 


6.1.5 Label the solution as follows:


 


6.1.5.1 Diethyl Phthalate
Internal Standard


 


6.1.5.2 Preparation date


 


6.1.5.3 Expiration date
(3 months from preparation date)


 


6.1.5.4 Preparer’s
initials


 


		6.2	Preparation of Calibration Standard.



 


NOTE: The calibration standard
solution batch size may be increased or decreased as desired by multiplying (or dividing) the components by the same factor. For
example, in step 6.2.4, 4 g of solution may be used as long as 96 g of DEP internal standard solution is added to the standard
solution. Select an appropriately sized mixing container.



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		6.2.1	Transfer 50 ± 0.2 g finished product Caprolactam (VT-297/360 or flake Lactam) to an 8 oz. sample bottle.



 


		6.2.2	Transfer 50 ± 0.2 g of distilled water to the sample bottle.



 


6.2.3 Cap the sample bottle and
shake vigorously to thoroughly mix the solution.


 


6.2.4 Transfer 2.00 g of
the resulting solution into a 4-oz bottle, or equivalent. Record the weight to the nearest 0.01 g.


6.2.5 Transfer 48.00 g of the
Diethyl Phthalate Internal Standard (prepared in 6.1) into the 4-oz bottle. Record the weight to the nearest 0.01 g.


 


6.2.6 Cap the bottle and shake
vigorously to thoroughly mix the contents.


 


NOTE: The percentage
of Caprolactam in this standard corresponds to 100% Caprolactam. Dilution is necessary for accurate quantitation on the gas chromatograph.


 


6.2.7 Prepare a nominal 50% QA
check standard sample by the following procedure:


6.2.7.1  Transfer 1.00 g of the
calibration solution prepared in step 6.2.6 into a 4-oz bottle. Record the weight to the nearest 0.01 g.


6.2.7.2  Transfer 1.00 g of distilled
water into the 4-oz bottle. Record the weight to the nearest 0.01 g.


6.2.7.3  Transfer 48.00 g
of Diethyl Phthalate Internal Standard solution in to the 4-oz bottle. Record the weight to the nearest 0.01 g. Cap and shake vigorously.


 


6.3 Preparation of Sample


 


6.3.1 Obtain the necessary Caprolactam
sample. Shake the sample bottle vigorously to thorough homogenize the sample.


 


NOTE: Wash water samples
from Chesterfield are brought over to the lab in 4-oz sample bottles as each shipment arrives at the Hopewell Plant. A biweekly
composite is prepared on Sunday evenings and Wednesday mornings. The composites are prepared by thoroughly shaking each individual
sample and transferring 2-oz of the homogenized sample into a composite bottle. The remaining individual samples are retained until
all analyses are complete and permission to dispose of the samples is obtained from laboratory supervision. An 8-oz aliquot of
the completed composite sample is secured and retained for future reference, if needed. Place the retained composite sample in
the solutions lab where the solutions technician can record and store the retain sample in its proper storage location. At least
three Chesterfield wash water samples must be present to prepare a composite. If there are fewer than three samples present, then
save the samples until the next composite period.



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6.3.2 Transfer 1.00 g of the Lactam
sample into an 4-oz bottle. Record the weight to the nearest 0.01 g.


 


NOTE: Perform this
step immediately after shaking the sample when analyzing Wash Water. Otherwise, the solids may settle to the bottom of the sample
bottle and a non representative sample will be obtained.


 


6.3.3 Transfer 1.00 g of distilled
water and 48.00 g of the Diethyl Phthalate Internal Standard into the 4-oz bottle. Record the weight of the distilled water and
internal standard to the nearest 0.01 g.


 


6.3.4 Cap the bottle and shake
vigorously to thoroughly mix the sample.


 


6.3.5 Repeat steps 6.3.1 - 6.3.4
for each inventory, wash water or dilute caprolactam sample.


 


		6.4	Method Calibration



 


		6.4.1	Obtain the calibration standard prepared in 6.2.



 


6.4.2 Following the manufacturer’s
instructions, configure the CLASS-VP Data collection system to report the results by Internal Standard calibration using the method
program defined for this analysis. Refer to the current method settings in the GC Reference. Enter the standardization and QA check
sample data and preparation weights into the sequence table.


 


		6.4.3	Prepare an Agilent 6890 gas chromatograph (or equivalent) to operate under the following conditions.



 


	 	 	  Column:	4’ x 1/4” x 2mm I.D. (or 4mm ID) glass, packed with Tenax GC 60/80 mesh Packed column or 15 m x 0.53 mm x 1.0 micron RTX-WAX Capillary column or equivalent.




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	 	 	Detector:  Flame Ionization	 
	 	 	 	 
	 	 	Injection Port Temperature:	320 °C
	 	 	 	 
	 	 	Detector Temperature:	350 °C
	 	 	 	 
	 	 	Column Oven Temperature:	270 °C Isothermal
	 	 	 	 
	 	 	Carrier Gas:	Adjustable to obtain suitable component resolution and analysis tune. (nominally 30 mL/min for Packed columns and 5 mL/min for Capillary columns Helium flow)


 


NOTE: The chromatographic
conditions are to be optimized for the best separation and sensitivity for the sample being analyzed. Refer to current chromatographic
conditions in the GC Reference for the particular sample being analyzed.


 


		6.4.4	Using an ALS, equipped with a 10 μL syringe, inject 1 μL of Calibration standard into the gas chromatograph and
allow the Data collection software operate until the completion of the scan.



 


		6.4.5	Clean the syringe after injecting each standard according to the following procedures:



 


		6.4.5.1	Allow for ALS systems to automatically clean syringes after injection. Verify that all solvent vials are full and waste vials
are empty for ALS systems.



 


		6.4.6	Determine the Caprolactam peak of the scan using the appropriate GC Reference and compare the results of the scan to the known
value of the standard.



 


		6.4.7	Follow the standard department procedure for the method calibration of the gas chromatograph, as stated in QADP-0008. If the
first injection falls outside of ± 1% of the known value of the internal standard, two successive injections of the standard
must be obtained which agree within ± 1% of the known values(s) of the internal standard before the method is considered
to be calibrated. The QA check sample result must be within ± 2% of the expected prepared concentration value.



 


		6.5	Sample Analysis




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		6.5.1	Following the manufacturer’s instructions, configure the CLASS-VP Data collection system to report the sample results
by Internal Standard calibration using the method program defined for this analysis. Refer to the current method settings in the
GC Reference. Enter the sample information and preparation weights into the sequence table.



 


		6.5.2	Using an ALS, equipped with a 10 μL syringe, inject 1 μL of each sample into the gas chromatograph operating as
described in Step 6.4.3 and allow the Data collection software operate until the completion of the scan.



 


		6.5.3	After injecting the sample, clean the syringe according to the steps described in 6.4.5.



 


		6.5.4	Using the CLASS-VP Software (as described in Step 6.4.2) determine the Caprolactam concentration in units of percent.



 


6.6           Calculations


 


		6.6.1	Report the Caprolactam concentration to the nearest 0.1%. Results are to be reported to the nearest 0.1% with values of less
than 0.1% reported as <0.1%.



 


		6.6.1.1	Report results directly from the data report from the Class-VP software.




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Attachment II


 





	 	 	Apr 15	 	May 15	 	Jun 15
	 	 	 	[ * * * ] Per

 Pound of

[ * * * ]	Total costs 	 	 	[ * * * ] Per

 Pound of [ * * * ]	 Total costs 	 	 	[ * * * ] Per

 Pound of

[ * * * ]	 Total costs 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pounds	 	 	 	 	[ * * * ] 	 	 		 	[ * * * ]	 	 	 	 	[ * * * ]
	Price Variance	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ] 
	[ * * * ]	 	 	 	$	[ * * * ]	 	 	 	$	[ * * * ]	 	 	 	$	[ * * * ]
	[ * * * ]	 	 	 	$	[ * * * ] 	 	 	 	$	[ * * * ]	 	 	 	$	[ * * * ]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shipping Cost	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[ * * * ]	 	 	 	$	[ * * * ]	 	 	 	$	[ * * * ]	 	 		$	[ * * * ]
	[ * * * ]	 	 	 	 	 	 	 	 	$	 	 	 	 	$	 
	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]	 	 	[ * * * ]	$	[ * * * ]
	Per Pound of [ * * * ]	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	 	 	 X 	[ * * * ]	 	 	 	 X 	[ * * * ]	 	 	 	 X 	[ * * * ]	 	 
	Per Pound of [ * * * ]	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	 	 	 ÷ 	[ * * * ]	 	 	 	 ÷ 	[ * * * ]	 	 	 	 ÷ 	[ * * * ]	 	 
	Per Pound of [ * * * ]	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Summary	 	 	 	 	Summary	 	 	 	 	Summary	 	 
	  Total Cost Increase	 	 	 $           [ * * * ]	 	 	 	 	 $             [ * * * ]	 	 	 	 	 $           [ * * * ]	 	 
	  Total [ * * * ] Pounds	 	 	  [ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	  [ * * * ] on [ * * * ]	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	  [ * * * ] on [ * * * ]	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	  [ * * * ] on [ * * * ]	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 	 	 	[ * * * ]	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 . 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 Quarter Weighted Average 	 	 	 	 	 
	 	 	 	 	 	 	 	 	[ * * * ]