0000930413-16-007680 Sample Contracts

EMPLOYEE MATTERS AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and ADVANSIX INC. Dated as of , 2016
Employee Matters Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers

EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of , 2016, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and ADVANSIX, INC., a Delaware corporation (“AdvanSix”, and together with Honeywell, the “Parties”).

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Tax Matters Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

TAX MATTERS AGREEMENT (this “Agreement”), dated as of , 2016, by and between Honeywell International Inc., a Delaware corporation (“HII”), and AdvanSix, Inc., a Delaware corporation (“AdvanSix” and, together with HII, the “Parties”).

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SEPARATION AND DISTRIBUTION AGREEMENT By and Between HONEYWELL INTERNATIONAL INC. and ADVANSIX INC. Dated as of , 2016
Separation and Distribution Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

SEPARATION AND DISTRIBUTION AGREEMENT, dated as of , 2016, by and between HONEYWELL INTERNATIONAL INC., a Delaware corporation (“Honeywell”), and ADVANSIX INC., a Delaware corporation (“AdvanSix”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I hereof.

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FIRST AMENDMENT TO AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT
Supply Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT (this “Amendment”) is entered into as of July 18, 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”).

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AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT
Caprolactam and Polymer Supply Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

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”).

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SECOND AMENDMENT TO AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT
Supply Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT (this “Amendment”) is entered into as of November 15, 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”).

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FOURTH AMENDMENT TO AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT
Caprolactam and Polymer Supply Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers

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”).

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THIRD AMENDMENT TO AMENDED AND RESTATED CAPROLACTAM AND POLYMER SUPPLY AGREEMENT
Supply Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers

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”).

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TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 25th, 2016 • AdvanSix Inc. • Plastic materials, synth resins & nonvulcan elastomers • New York

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

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