Exhibit 10.1

TRANSITION SERVICES AGREEMENT

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).

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

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

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

ARTICLE I

SERVICES

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

(a) In General.

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

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

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

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

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

(a) In General.

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

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

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

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

provided hereunder shall be directed to the Service Coordinators. Except as set forth on Schedule A or Schedule B , the initial Service Coordinators for Honeywell and AdvanSix, including relevant contact information, are set forth on Schedule C , respectively. Either Party may replace its Service Coordinator at any time by providing notice in accordance with Section 11.01 of this Agreement. The Service Coordinators will consult and coordinate with each other on a regular basis and no less frequently than monthly during the term of this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II

REAL ESTATE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE III

LIMITATIONS

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

PAYMENT

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

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

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

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

(c) If there is a Dispute (as defined in Section 11.10) between the Parties regarding the amounts shown as billed to a Recipient on any invoice, the relevant Provider shall, upon the written request of such Recipient, furnish such reasonable documentation to

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

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

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

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

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

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

(b) For each Customer Receipt Payment, the Customer Receipt Payee must provide the applicable customer(s) payment details to allow the Intended Payee to identify the customer(s) and the related transaction(s) associated with the Customer Receipt Payment, including each customer’s name, accounts receivable account number and payment amount. This information should be sent to the persons and addresses specified on Schedule H .

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

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

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

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

ARTICLE V

ACCESS AND SECURITY

SECTION 5.01. Access; Work Policy.

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

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

SECTION 5.02. Security Level; Additional Security Measures.

(a) The Parties shall work together to ensure that, when providing Services, they are each able to maintain their current level of physical and electronic security during the Term.

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

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

SECTION 5.04. Systems Security. (a) If either Party or its Personnel will be given access to any of the computer systems or software of the other Party or any party performing the Services on its behalf (“ Systems ”) in connection with the performance of the Services, the accessing Party and its Personnel shall comply with all system security policies, procedures and requirements related to the Systems (as amended from time to time, the “ Security Regulations ”) in effect as of the Effective Date and of which such accessing Party or its Personnel has been reasonably informed, and will not tamper with, compromise or circumvent any security or audit measures employed by such the Party granting such access and its Personnel.

(b) Each Party and its Affiliates shall use commercially reasonable efforts to ensure that only those of their respective Personnel who are specifically authorized to

have access to the Systems of the other Party gain such access, and to prevent unauthorized access, use, destruction, alteration or loss of information contained therein, including notifying its Personnel regarding the restrictions set forth in this Agreement and establishing appropriate policies designed to effectively enforce such restrictions.

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

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

SECTION 5.05. Records and Inspection Rights. During the term of this Agreement and for seven (7) years thereafter or in accordance with their respective corporate records retention policies, whichever is longer, each Party agrees to maintain accurate records arising from or related to any Service provided hereunder, including accounting records and documentation produced in connection with the provision of any Service. Upon reasonable written notice from a Recipient, the applicable Provider shall make available to such Recipient or its Personnel (i) at such Recipient’s sole expense, reasonable access to or, at such Provider’s expense, copies of, the records with respect to such Service during regular business hours, and (ii) electronic copies of any such records (to the extent such records have not been migrated to the Recipient), in which case the Recipient shall reimburse the Provider for reasonable out-of-pocket expenses incurred in providing the Recipient with any such electronic records.

ARTICLE VI

CONFIDENTIALITY

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

ARTICLE VII

INTELLECTUAL PROPERTY AND DATA

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

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

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

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

ARTICLE VIII

LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTIES

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

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

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

(d) Without limiting the rights under Section 11.10(d), in no event shall any Provider or its Affiliates be liable pursuant to Section 9.01 hereof for Liabilities in excess of the actual amounts payable by any Recipients or their Affiliates in connection with the Services provided hereunder plus an amount equal to the amount, if any, of any Insurance Proceeds or Third-Party Proceeds that are actually received by such Provider in accordance with Section 6.04 of the Separation Agreement, which shall apply, mutatis mutandis , herein.

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

WARRANTY THAT ANY SERVICE COMPLIES WITH ANY LAW, DOMESTIC OR FOREIGN.

ARTICLE IX
INDEMNIFICATION

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

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

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

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

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

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

SECTION 9.03. Exclusive Remedies; Procedures. Without limiting the rights under Section 11.10(d), the remedies and indemnities expressly provided in Section 1.04(b) (with respect to payment of costs associated with replacement services), Article VIII and this Article IX of this Agreement shall be the sole and exclusive

remedies of the Provider and its Affiliates and the Recipient and its Affiliates, as applicable, for any Liabilities of any kind or nature (including any diminution in value) regardless of the form of action through which such damages are sought ( e.g ., contract, warranty, tort (including negligence and strict liability) or otherwise) arising out of, in connection with or under this Agreement, or in respect of the Services or actions taken by, or omissions of, any Party in connection with the transactions contemplated hereby. The indemnification procedures in Section 6.05 of the Separation Agreement shall apply, mutatis mutandis , to any indemnification claim made under this Agreement.

ARTICLE X
TERM AND TERMINATION

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

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

SECTION 10.02. Termination. (a) Termination by Honeywell Group or AdvanSix . This Agreement may be terminated by either Party (the “ Terminating Party ”) upon written notice to the other Party (which notice, in case of material breach, shall specify the basis for such claim for breach of this Agreement), if:

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

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

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

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

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

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

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

ARTICLE XI
MISCELLANEOUS

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

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

provision, to the extent determined to be invalid, void or unenforceable, shall be deemed replaced by a provision that such court determines is valid and enforceable and that comes closest to expressing the intention of the invalid, void or unenforceable provision.

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

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

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

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

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

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

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

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

(b) If Honeywell and AdvanSix fail to resolve a Dispute within the periods provided under Section 11.10(a), such dispute shall, at the request of either Party hereto (a “ Mediation Request ”), be submitted to non-binding mediation in accordance with the then current Model Procedure for Mediation of the CPR Institute for Dispute Resolution (“ CPR ”), except as modified herein. The mediation shall be held in New York, New York. The Parties shall have 20 days from receipt by a Party of a Mediation Request to agree on a mediator. If no mediator has been agreed upon by the Parties within 20 days of receipt by a Party (or Parties) of a Mediation Request, then any Party may request (on written notice to the other Parties), that the CPR appoint a mediator in accordance with the Procedure. All mediation pursuant to this clause shall be confidential and shall be treated as compromise and settlement negotiations, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party hereto shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Parties in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Parties except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall give the other Parties reasonable written notice of the intended disclosure and afford the other Parties a reasonable opportunity to protect its interests. If the Dispute has not been resolved within 60 days of the

appointment of a Mediator, or within 90 days of receipt by a Party of a Mediation Request (whichever occurs sooner), or within such longer period as the Parties may agree to in writing, then any Party may file an action on the Dispute in any court having jurisdiction in accordance with Section 11.10(c).

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

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

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

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

SECTION 11.13. Relationship of the Parties. Expect as specifically provided herein, neither Party shall act or represent or hold itself out as having authority to act as an agent or partner of the other Party or in any way bind or commit the other Party to any obligations or agreement. Nothing contained in this Agreement shall be

construed as creating a partnership, joint venture, agency, trust, fiduciary relationship or other association of any kind, each Party being individually responsible only for its obligations as set forth in this Agreement. The Parties’ respective rights and obligations hereunder shall be limited to the contractual rights and obligations expressly set forth herein on the terms and conditions set forth herein.

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

Signature Page Follows

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

Exhibit 10.2

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”).

W I T N E S S E T H :

WHEREAS AdvanSix is a wholly-owned subsidiary of HII and a member of the affiliated group of which HII is the common parent;

WHEREAS, pursuant to the Separation Agreement, HII and AdvanSix have effected or agreed to effect (i) the Internal Transactions (the steps of which are described in Schedule I of the Separation Agreement) and (ii) the Distribution (together, the “Transactions”); and

WHEREAS the Parties intend that each of the applicable Transactions qualify for its Intended Tax Treatment;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereby agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definition of Terms. The following terms shall have the following meanings. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Separation Agreement.

“ 10% Acquisition Transaction ” has the meaning set forth in Section 4.06.

“ Accounting Firm ” has the meaning set forth in Section 3.01(d).

“ Active Trade or Business ” means the active conduct (determined in accordance with Section 355(b) of the Code) of the trade or business described in the Tax Opinion Representations for purposes of satisfying the requirements of Section 355(b) of the Code as it applies to the Distribution with respect to AdvanSix.

“ AdvanSix ” has the meaning set forth in the preamble.

“ AdvanSix SAG ” has the meaning set forth in Section 4.03(a)(v).

“ AdvanSix Stock ” means (i) all classes or series of stock or other equity interests of AdvanSix and (ii) all other instruments properly treated as stock of AdvanSix for U.S. Federal income Tax purposes.

“ AdvanSix Tax Group ” means (i) AdvanSix, (ii) any Person that is or was a Subsidiary of AdvanSix as of the Distribution or at any time prior to the Distribution and (iii) any Person that was a Subsidiary of one or more Persons described in clause (ii) at any time prior to the Distribution.

“ Agreement ” has the meaning set forth in the preamble.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Determination ” means (i) any final determination of liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review or modification through proceedings or otherwise (including the expiration of a statute of limitations or period for the filing of claims for refunds, amended Tax Returns or appeals from adverse determinations), including a “determination” as defined in Section 1313(a) of the Code or execution of an IRS Form 870AD, or (ii) the payment of Tax by a Party (or its Subsidiary) that is responsible for payment of that Tax under applicable Law, with respect to any item disallowed or adjusted by a Taxing Authority, as long as the responsible Party determines that no action should be taken to recoup that payment and the other Party agrees.

“ E&P ” has the meaning set forth in Section 2.02(b)(iv).

“ HII ” has the meaning set forth in the preamble.

“ HII Consolidated Group ” means any consolidated, combined, unitary or similar group of which (i) any member of the HII Tax Group is or was a member and (ii) any member of the AdvanSix Tax Group is or was a member.

“ HII Tax Group ” means HII and any Person that is or was a Subsidiary of HII as of the Distribution or at any time prior to the Distribution, excluding each member of the AdvanSix Tax Group.

“ Indemnifying Party ” means a Party that has an obligation to make an Indemnity Payment.

“ Indemnitee ” means a Party that is entitled to receive an Indemnity Payment.

“ Indemnity Payment ” means an indemnity payment contemplated by this Agreement and the Separation Agreement.

“ Intended Tax Treatment ” means, with respect to each of the applicable Transactions, the U.S. Federal income Tax consequences (if any) set forth for such Transaction in Appendix A.

“ IRS ” means the U.S. Internal Revenue Service.

“ Ordinary Taxes ” means Taxes other than (i) Transaction Taxes and (ii) Transfer Taxes.

“ Parties ” has the meaning set forth in the preamble.

“ Pre-Distribution Tax Period ” means any taxable period (or portion thereof) that ends on or before the Distribution Date.

“ Proposed Acquisition Transaction ” has the meaning set forth in Section 4.03(b).

“ Protective Section 336(e) Election ” means, with respect to an entity, a protective election under Section 336(e) of the Code and Section 1.336-2(j) of the Regulations (and any similar provision of U.S. state or local Law for such jurisdictions as HII shall determine at its sole discretion) to treat the disposition of the Stock of such entity, pursuant to the Distribution, as a deemed sale of the assets of such entity in accordance with Section 1.336-2(h) of the Regulations (or any similar provision of U.S. state or local Law).

“ Records ” has the meaning set forth in Section 5.01.

“ Refund Recipient ” has the meaning set forth in Section 2.03.

“ Regulations ” means the Treasury regulations promulgated under the Code.

“ Restricted Period ” has the meaning set forth in Section 4.03(a).

“ Ruling ” means a private letter ruling (including any supplemental ruling) issued by the IRS in connection with the Transactions, whether granted prior to, on or after the date hereof.

“ Satisfactory Guidance ” has the meaning set forth in Section 4.04(b).

“ Separation Agreement ” means the Separation and Distribution Agreement dated as of the date of this Agreement by and between HII and AdvanSix, including the Schedules thereto.

“ Straddle Period ” has the meaning set forth in Section 2.05(b).

“ Subsidiary ” means, with respect to any Person, a corporation, partnership, association, limited liability company, trust or other form of legal entity in which such Person and/or one or more Subsidiaries of such Person has either (i) a majority ownership in the equity thereof; (ii) the power to elect, or to direct the election of, a majority of the board of directors or other analogous governing body of such entity; or (iii) the title or function of general partner or manager, or the right to designate the Person having such title or function.

“ Tax Advisor ” means (i) for purposes of Section 5.06, a local Tax counsel or accountant of recognized national standing in the relevant jurisdiction and (ii) for all other purposes of this Agreement, a U.S. Tax counsel of recognized national standing.

“ Tax Attribute ” has the meaning set forth in Section 2.04.

“ Tax Contest ” means an audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.

“ Tax Dispute ” has the meaning set forth in Section 5.06.

“ Tax Opinion Representations ” means representations regarding certain facts in existence at the applicable time made by HII and AdvanSix that serve as a basis for the Tax Opinion.

“ Tax Opinion ” means the written opinion of Cravath, Swaine & Moore LLP issued to HII to the effect that each of the applicable Transactions should qualify for its Intended Tax Treatment.

“ Tax Opinions/Rulings ” means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

“ Tax Return ” means any return, declaration, statement, report, form, estimate or information return relating to, (i) for purposes of Article III, Taxes other than payroll and employment related Taxes and (ii) for all other purposes of this Agreement, Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.

“ Tax Return Preparer ” means (i) with respect to any Tax Return that HII is responsible for preparing under Section 3.01(a), HII, and (ii) with respect to any Tax Return that AdvanSix is responsible for preparing under Section 3.01(b), AdvanSix.

“ Taxes ” means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.

“ Taxing Authority ” means any Governmental Authority charged with the determination, collection or imposition of Taxes.

“ Transaction Tax Contest ” means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.

“ Transaction Taxes ” means all (i) Taxes imposed on HII, AdvanSix or any of their respective Subsidiaries resulting from the failure of any step of the Transactions

to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which HII, AdvanSix or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).

“ Transactions ” has the meaning set forth in the recitals.

“ Transfer Taxes ” means all transfer, sales, use, excise, stock, stamp, stamp duty, stamp duty reserve, stamp duty land, documentary, filing, recording, registration, value-added and other similar Taxes (excluding, for the avoidance of doubt, any income, gains, profit or similar Taxes, however assessed).

“ Unqualified Tax Opinion ” has the meaning set forth in Section 4.04(d).

ARTICLE II

Allocation of Tax Liabilities and Tax Benefits

SECTION 2.01. HII Indemnification of AdvanSix. After the Distribution, HII shall be liable for, and shall indemnify and hold AdvanSix harmless from, the following Taxes, whether incurred directly by AdvanSix or indirectly through one of its Subsidiaries:

(a) Ordinary Taxes of HII and its Subsidiaries (which, for the avoidance of doubt, shall include AdvanSix and its Subsidiaries prior to the Distribution) for any taxable period; and

(b) Transaction Taxes;

in each case, other than Taxes for which AdvanSix is liable under Section 2.02.

SECTION 2.02. AdvanSix Indemnification of HII. After the Distribution, AdvanSix shall be liable for, and shall indemnify and hold HII harmless from, the following Taxes, whether incurred directly by HII or indirectly through one of its Subsidiaries:

(a) Ordinary Taxes of AdvanSix and its Subsidiaries, in each case, for any taxable period other than a Pre-Distribution Tax Period;

(b) Transaction Taxes attributable to:

(i) the failure to be true when made or deemed made of (A) any Tax Opinion Representation made by AdvanSix or (B) any representation made by AdvanSix, any Subsidiary or controlling shareholder of AdvanSix, any counterparty to any Proposed Acquisition Transaction or any of such

counterparty’s Affiliates for purposes of obtaining a Ruling or an Unqualified Tax Opinion intended to be Satisfactory Guidance;

(ii) any action or omission by AdvanSix or any Subsidiary of AdvanSix in breach of the covenants set forth herein (including those in Section 4.03), in any other Ancillary Agreement or in the Separation Agreement;

(iii) the application of Section 355(e) or 355(f) of the Code to any of the Transactions by virtue of any acquisition (or deemed acquisition) of AdvanSix Stock (including newly issued AdvanSix Stock) or assets of AdvanSix or any Subsidiary of AdvanSix;

(iv) a determination that the Distribution was used principally as a device for the distribution of the earnings and profits (“E&P”) within the meaning of Section 355(a)(1)(B) of the Code if such determination was based in whole or in part on any sale or exchange of AdvanSix Stock or on any distribution on AdvanSix Stock occuring after the Distribution in excess of its E&P; or

(v) any other action or omission taken after the Distribution by AdvanSix or any Subsidiary of AdvanSix, except to the extent such action or omission is otherwise expressly required or permitted by this Agreement (other than under Section 4.04), any other Ancillary Agreement or the Separation Agreement; and

(c) Any and all Transfer Taxes incurred by the HII Tax Group or the AdvanSix Tax Group as a result of the Transactions.

SECTION 2.03. Refunds, Credits and Offsets. Subject to Section 2.04, if HII, AdvanSix or any of their respective Subsidiaries receives any refund of any Taxes for which the other Party is liable under Sections 2.01 and 2.02 (a “Refund Recipient”), such Refund Recipient shall pay to the other Party the entire amount of the refund (including interest, but net of any Taxes imposed with respect to such refund) within 10 business days of receipt or accrual; provided , however , that the other Party, upon the request of such Refund Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in the event such Refund Recipient is required to repay such refund. In the event a Party would be a Refund Recipient but for the fact it applied a refund to which it would otherwise have been entitled against a Tax liability arising in a subsequent taxable period, then such Party shall be treated as a Refund Recipient and the economic benefit of so applying the refund shall be treated as a refund, and shall be paid within 10 business days of the due date of the Tax Return to which such refund is applied to reduce the subsequent Tax liability.

SECTION 2.04. Carrybacks. If a Tax Return of AdvanSix or any of its Subsidiaries for any taxable period ending after the Distribution Date reflects any net operating loss, net capital loss, excess Tax credit or other Tax attribute (a “Tax Attribute”), then AdvanSix or its applicable Subsidiary shall waive the right to carry back any such Tax Attribute to a Pre-Distribution Tax Period to the extent permissible under

applicable Law. In the event that AdvanSix or any of its Subsidiaries does carry back a Tax Attribute to a Pre-Distribution Tax Period, then (i) no payment with respect to such carryback shall be due to AdvanSix or any of its Subsidiaries from HII and (ii) if AdvanSix or any of its Subsidiaries receives any refund, credit or offset of any Taxes in connection with such carryback, AdvanSix shall promptly pay to HII the full amount of such refund or the economic benefit of the credit or offset (including interest, but net of any Taxes imposed with respect to such refund).

SECTION 2.05. Straddle Periods. (a) HII and AdvanSix shall take all commercially reasonable actions necessary or appropriate to close the taxable year of each member of the AdvanSix Tax Group for all Tax purposes as of the end of the Distribution Date to the extent permitted by applicable Law.

(b) For any taxable period that includes (but does not end on) the Distribution Date (a “Straddle Period”), Taxes for the Pre-Distribution Tax Period shall be computed (i) in the case of Taxes imposed on a periodic basis (such as real, personal and intangible property Taxes), on a daily pro rata basis and (ii) in the case of other Taxes generally, as if the taxable period ended as of the close of business on the Distribution Date and, in the case of any such other Taxes that are attributable to the ownership of any equity interest in a partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable U.S. state or local or foreign Law), as if the taxable period of that entity ended as of the close of business on the Distribution Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

(c) HII shall be entitled to any deduction arising out of a liability of R&C LLC that may be treated as incurred in the Pre-Distribution Tax Period under the “recurring item exception” pursuant to Section 1.461-5 of the Regulations, and the Parties shall file all Tax Returns in a manner consistent therewith. AdvanSix shall pay (or cause to be paid) all such liabilities in the ordinary course consistent with the past practice of HII and R&C LLC.

ARTICLE III

Tax Returns, Tax Contests and Other Administrative Matters

SECTION 3.01. Responsibility for Preparing Tax Returns. (a) Except as described in Section 3.01(b), HII shall timely prepare or cause to be timely prepared any Tax Returns of the HII Tax Group and the AdvanSix Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date. If AdvanSix is responsible for filing any such Tax Return under Section 3.02(a), HII shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to AdvanSix reasonably in advance of the applicable filing deadline.

(b) AdvanSix shall timely prepare any Tax Returns of the AdvanSix Tax Group that are required or permitted to be filed for any taxable period beginning before the Distribution Date if such Tax Returns are listed on Schedule 3.01(b). If HII is

responsible for filing any such Tax Return under Section 3.02(a), AdvanSix shall, subject to Section 3.01(c), promptly deliver such prepared Tax Return to HII reasonably in advance of the applicable filing deadline.

(c) Except as otherwise described on Schedule 3.01(c), to the extent that any Tax Return described in Section 3.01(a) or (b) is required to be filed by a Party other than the Tax Return Preparer or directly relates to matters for which another Party may have an indemnification obligation to the Tax Return Preparer or that may give rise to a refund to which that other Party would be entitled, under this Agreement, the Tax Return Preparer shall (i) prepare the relevant portions of the Tax Return on a basis consistent with past practice, except (A) as required by applicable Law or to correct any clear error, (B) as a result of changes or elections made on any Tax Return of a HII Consolidated Group that do not relate primarily to the AdvanSix Tax Group or (C) as mutually agreed by the Parties; (ii) notify the other Party of any such portions not prepared on a basis consistent with past practice; (iii) provide the other Party a reasonable opportunity to review the relevant portions of the Tax Return; and (iv) consider in good faith any reasonable comments made by the other Party.

(d) The Parties shall attempt in good faith to resolve any issues arising out of the review of any such Tax Return as soon as practically possible. If the Parties are unable to resolve their differences, then the Parties shall collectively select an independent accounting firm (the “Accounting Firm”) and shall instruct the Accounting Firm to use its best efforts to prepare the relevant portions of the Tax Return on behalf of the Tax Return Preparer in compliance with Section 3.01(c) as promptly as practically possible. All determinations of the Accounting Firm relating to the disputed items, absent fraud, shall be final and binding on the Parties. The fees and expenses of the Accounting Firm shall be borne by AdvanSix.

SECTION 3.02. Filing of Tax Returns and Payment of Taxes. (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

(b) In addition to its obligations under Section 3.01(c), the relevant Tax Return Preparer shall, no later than 5 business days before the due date (including extensions) of any Tax Return described in Section 3.01(a) or (b), notify the other Party of any amount (or any portion of any such amount) shown as due on that Tax Return for which the other Party must indemnify the Tax Return Preparer under this Agreement. The other Party shall pay such amount to the Tax Return Preparer no later than the due date (including extensions) of the relevant Tax Return. A failure by an Indemnitee to give notice as provided in this Section 3.02(b) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(c) Neither AdvanSix nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of any HII Consolidated Group.

(d) Neither AdvanSix nor any of its Subsidiaries shall file, amend, withdraw, revoke or otherwise alter any Tax Return of AdvanSix or any of its Subsidiaries to the extent such Tax Return relates to the Pre-Distribution Tax Period without the prior written consent of HII, which consent shall not be unreasonably withheld or delayed.

SECTION 3.03. Tax Contests. (a) HII or AdvanSix, as applicable, shall, within 10 business days of becoming aware of any Tax Contest (including a Transaction Tax Contest) that could reasonably be expected to cause the other Party to have an indemnification obligation under this Agreement, notify the other Party of such Tax Contest and thereafter promptly forward or make available to the Indemnifying Party copies of notices and communications relating to the relevant portions of such Tax Contest. A failure by an Indemnitee to give notice as provided in this Section 3.03(a) (or to promptly forward any such notices or communications) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(b) HII and AdvanSix each shall have the exclusive right to control the conduct and settlement of any Tax Contest, other than a Transaction Tax Contest, relating to any Tax Return that it is responsible for preparing pursuant to Section 3.01. Notwithstanding the foregoing, if the conduct or settlement of any portion or aspect of any such Tax Contest could reasonably be expected to cause a Party to have an indemnification obligation under this Agreement, then the Indemnitee shall not accept or enter into any settlement without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(c) HII shall have the exclusive right to control the conduct and settlement of any Transaction Tax Contest, provided , that HII shall not accept or enter into any settlement relating to any Transaction Tax to the extent that AdvanSix is liable for such Transaction Tax pursuant to Section 2.02(b) without the consent of AdvanSix, which consent shall not unreasonably be withheld or delayed.

SECTION 3.04. Expenses. Each Party shall bear its own expenses in the course of any Tax Contest, other than expenses included in the definition of Transaction Taxes, which shall be governed by Article II.

ARTICLE IV

Tax Matters Relating to the Transactions

SECTION 4.01. Mutual Representations. Each Party represents that it knows of no fact, and has no plan or intention to take any action, that it knows or reasonably should expect, after consultation with a Tax Advisor, is inconsistent with the qualification of any step of the Transactions for its Intended Tax Treatment.

SECTION 4.02. Mutual Covenants. (a) Each Party shall use its reasonable best efforts to cause the Tax Opinion to be issued, including by executing the Tax Opinion Representations requested by Cravath, Swaine & Moore LLP that are true and correct.

(b) Except as otherwise expressly required or permitted by the Separation Agreement, this Agreement or any other Ancillary Agreement, after the Distribution neither Party shall take or fail to take, or cause or permit its respective Subsidiaries to take or fail to take, any action, if such action or omission would be inconsistent with its Tax Opinion Representations or the Intended Tax Treatment.

SECTION 4.03. Restricted Actions. (a) Subject to Section 4.04, during the period beginning on the Distribution Date and ending on, and including, the last day of the two-year period following the Distribution Date (the “Restricted Period”), AdvanSix shall not (and shall not cause or permit any of its Subsidiaries to), in a single transaction or a series of transactions:

(i) enter into any Proposed Acquisition Transaction;

(ii) take any affirmative action that permits a Proposed Acquisition Transaction to occur by means of an agreement to which neither AdvanSix nor any of its Subsidiaries is a party (including by (A) redeeming rights under a shareholder rights plan, (B) making a determination that a tender offer is a “permitted offer” under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction or (C) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the Delaware General Corporate Law or any similar corporate statute, any “fair price” or other provision of AdvanSix’s charter or bylaws or otherwise);

(iii) liquidate or partially liquidate AdvanSix, whether by merger, consolidation or otherwise ( provided that, for the avoidance of doubt, a merger of another entity into AdvanSix or any of its Subsidiaries shall not constitute an action described in this Section 4.03(a)(iii));

(iv) cause or permit AdvanSix to cease to engage in the Active Trade or Business;

(v) sell or transfer 50% or more of the gross assets of the Active Trade or Business or 50% or more of the gross assets of the “separate affiliated group” (within the meaning of Section 355(b)(3)(B) of the Code) of AdvanSix (the “AdvanSix SAG”) held immediately before the Distribution ( provided , however , that the foregoing shall not apply to sales, transfers or dispositions of assets to any member of the AdvanSix SAG); or

(vi) redeem or otherwise repurchase (directly or indirectly) any AdvanSix Stock, except to the extent such redemptions or repurchases meet the

following requirements: (A) those redemptions or purchases are for business reasons unrelated to the Distribution, (B) AdvanSix Stock to be purchased is widely held, (C) those redemptions or purchases will be made on the open market and (D) the aggregate amount of those redemptions or purchases will be less than 20% of the total value of the outstanding AdvanSix Stock.

(b) (i) For purposes of this Agreement, “Proposed Acquisition Transaction” means any transaction or series of transactions (or any agreement, understanding or arrangement to enter into a transaction or series of transactions) as determined for purposes of Section 355(e) of the Code, in connection with which one or more Persons would (directly or indirectly) acquire, or have the right to acquire (including pursuant to an option, warrant or other conversion right), from any other Person or Persons, an interest in AdvanSix Stock that, when combined with any other acquisitions of AdvanSix Stock that occur after the Distribution (but excluding any other acquisition described in clause (ii)) comprises 40% or more of the value or the total combined voting power of all interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes immediately after such transaction or, in the case of a series of related transactions, immediately after any transaction in such series. For this purpose, any recapitalization, repurchase or redemption of AdvanSix Stock and any amendment to the certificate of incorporation (or other organizational documents) of AdvanSix shall be treated as an indirect acquisition of AdvanSix Stock by any shareholder to the extent such shareholder’s percentage interest in interests that are treated as outstanding equity in AdvanSix for U.S. Federal income Tax purposes increases by vote or value.

(ii) Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (x) the adoption by AdvanSix of a shareholder rights plan that meets the requirements of IRS Revenue Ruling 90-11, (y) transfers on an established market of AdvanSix Stock that are described in Safe Harbor VII of Section 1.355-7(d) of the Regulations or (z) issuances of AdvanSix Stock that satisfy Safe Harbor VIII (relating to acquisitions in connection with a Person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Section 1.355-7(d) of the Regulations; provided , that such transaction or series of transactions shall constitute a Proposed Acquisition Transaction if meaningful factual diligence is necessary to establish that Section 4.03(b)(ii)(x), (y) or (z) applies.

(c) If AdvanSix merges or consolidates with another entity to form a new entity, references in this Agreement to AdvanSix shall be to that new entity and AdvanSix Stock shall refer to the capital stock or other relevant instruments or rights of that new entity.

(d) The provisions of this Section 4.03, including the definition of “Proposed Acquisition Transaction”, are intended to monitor compliance with Section 355 of the Code and shall be interpreted accordingly. Any clarification of, or

change in, Section 355 of the Code or the Regulations thereunder shall be incorporated into this Section 4.03 and its interpretation.

SECTION 4.04. Consent to Take Certain Restricted Actions. (a) AdvanSix may (and may cause or permit its Subsidiaries to) take an action otherwise prohibited under Section 4.03(a) if HII consents in writing, which consent shall be at HII’s sole discretion. For the avoidance of doubt, HII’s written consent pursuant to this Section 4.04(a) shall not in any way relieve AdvanSix of its indemnification obligations under Section 2.02(b).

(b) HII may, at its sole discretion and as a condition to granting its written consent pursuant to Section 4.04(a), require AdvanSix to provide Satisfactory Guidance; provided , however , the provision of Satisfactory Guidance shall not obligate HII to grant its written consent pursuant to Section 4.04(a).

(c) For purposes of this Agreement, “Satisfactory Guidance” means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Satisfactory Guidance only if they are satisfactory to HII at its sole discretion in both form and substance, including with respect to any underlying assumptions or representations and any legal analysis contained therein.

(d) For purposes of this Agreement, “Unqualified Tax Opinion” means an unqualified “will” opinion of a Tax Advisor that permits reliance by HII. The Tax Advisor, in issuing its opinion, shall be permitted to rely on the validity and correctness, as of the date given, of any previously issued Tax Opinions/Rulings, unless such reliance would be unreasonable under the circumstances, and shall assume that each of the applicable Transactions would have qualified for its Intended Tax Treatment if the action in question did not occur.

SECTION 4.05. Procedures Regarding Opinions and Rulings. (a) If AdvanSix notifies HII that it desires to take a restricted action described in Section 4.03(a) and HII requires Satisfactory Guidance as a condition to consenting to such restricted action pursuant to Section 4.04(b), HII shall use commercially reasonable efforts to expeditiously obtain, or assist AdvanSix in obtaining, such Satisfactory Guidance. Notwithstanding the foregoing, HII shall not be required to take any action pursuant to this Section 4.05(a) if, upon request, AdvanSix fails to certify that all information and representations relating to AdvanSix or any Subsidiary of AdvanSix in the relevant documents are true, correct and complete or fails to obtain certification from any counterparty to any Proposed Acquisition Transaction that all information and representations relating to such counterparty in the relevant documents are true, correct and complete. AdvanSix shall reimburse HII for all reasonable out-of-pocket costs and expenses incurred by HII or any Subsidiary of HII in obtaining Satisfactory Guidance within 10 business days after receiving an invoice from HII therefor.

(b) Notwithstanding anything herein to the contrary, AdvanSix shall not seek a Ruling with respect to a Pre-Distribution Tax Period (whether or not relating to the Transactions) if HII determines that there is a reasonable possibility that such action could have a significant adverse impact on HII or any Subsidiary of HII.

SECTION 4.06. Notification and Certification Regarding Certain Acquisition Transactions. If AdvanSix proposes to enter into any 10% Acquisition Transaction or take any affirmative action to permit any 10% Acquisition Transaction to occur at any time during the 30-month period following the Distribution Date, AdvanSix shall undertake in good faith to provide HII, no later than 10 business days following the signing of any written agreement with respect to such 10% Acquisition Transaction or obtaining knowledge of the occurrence of any such 10% Acquisition Transaction that takes place without written agreement, with a written description of such transaction (including the type and amount of AdvanSix Stock to be acquired) and a brief explanation as to why AdvanSix believes that such transaction does not result in the application of Section 355(e) or 355(f) of the Code to the Transactions. For purposes of this Section 4.06, “10% Acquisition Transaction” means any transaction or series of transactions that would be a Proposed Acquisition Transaction if the percentage specified in the definition of Proposed Acquisition Transaction were 10% instead of 40%.

SECTION 4.07. Reporting. HII and AdvanSix shall (i) timely file any appropriate information and statements (including as required by Section 6045B of the Code and Section 1.355-5 and, to the extent applicable, Section 1.368-3 of the Regulations) to report each of the applicable Transactions as qualifying for its Intended Tax Treatment and (ii) absent a change of Law or an applicable Determination otherwise, not take any position on any Tax Return that is inconsistent with such qualification.

SECTION 4.08. Tax Treatment of Certain Amounts Paid Pursuant to the EMA. Amounts paid pursuant to the EMA shall be treated in the manner as described in the EMA.

SECTION 4.09. Protective Section 336(e) Election. (a) HII will make a Protective Section 336(e) Election with respect to the Distribution. Accordingly, the Parties agree that this Agreement constitutes a written, binding agreement to make a Protective Section 336(e) Election as contemplated by Section 1.336-2(h)(1)(i) of the Regulations. AdvanSix will cooperate with HII to facilitate the making of such election.

(b) If AdvanSix realizes a Tax benefit from the step-up in Tax basis resulting from a failure of the Distribution to qualify (in whole or in part) for its Intended Tax Treatment and the election described in Section 4.09(a), unless AdvanSix has indemnified HII for the resulting Transaction Taxes under Section 2.02(b), AdvanSix shall make quarterly payments to HII in an amount equal to 100 percent of the actual Tax savings if, as and when realized arising from the step-up in Tax basis resulting from the Protective Section 336(e) Election, determined on a “with and without” basis (treating any deductions or amortization attributable to the step-up in Tax basis resulting from the Protective Section 336(e) Election as the last items claimed for any taxable period,

including after the utilization of any available net operating loss carryforwards), net of any reasonable out-of-pocket expenses necessary to secure such Tax savings.

ARTICLE V

Procedural Matters

SECTION 5.01. Cooperation. Each Party shall cooperate with reasonable requests from the other Party in matters covered by this Agreement, including in connection with the preparation and filing of Tax Returns, the calculation of Taxes, the determination of the proper financial accounting treatment of Tax items and the conduct and settlement of Tax Contests. Such cooperation shall include:

(i) retaining until the expiration of the relevant statute of limitations (including extensions) of records, documents, accounting data, computer data and other information (“Records”) necessary for the preparation, filing, review, audit or defense of all Tax Returns relevant to an obligation, right or liability of either Party under this Agreement;

(ii) providing the other Party reasonable access to Records and to its personnel (ensuring their cooperation) and premises during normal business hours to the extent relevant to an obligation, right or liability of the other Party under this Agreement or otherwise reasonably required by the other Party to complete Tax Returns or to compute the amount of any payment contemplated by this Agreement; and

(iii) notifying the other Party prior to disposing of any relevant Records and affording the other Party the opportunity to take possession or make copies of such Records at its discretion.

SECTION 5.02. Interest. Any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest from the end of that period. Interest required to be paid pursuant to this Agreement shall, unless otherwise specified, be computed at the rate and in the manner provided in the Code for interest on underpayments and overpayments, as applicable, for the relevant period.

SECTION 5.03. Indemnification Claims and Payments. (a) An Indemnitee shall be entitled to make a claim for payment with respect to Taxes under this Agreement when the Indemnitee determines that it is entitled to such payment and is able to calculate with reasonably accuracy the amount of such payment. Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnitee shall provide to the Indemnifying Party notice of such claim within 60 business days of the first date on which it so becomes entitled to make such claim. Such notice shall include a description of such claim and a detailed calculation of the amount claimed.

(b) Except as otherwise provided in Sections 3.02(b) and 3.03, the Indemnifying Party shall make the claimed payment to the Indemnitee within 30 business days after receiving such notice, unless the Indemnifying Party reasonably disputes its liability for, or the amount of, such payment.

(c) A failure by an Indemnitee to give notice as provided in Section 3.02(b), 3.03 or 5.03(a) shall not relieve the Indemnifying Party’s indemnification obligations under this Agreement, except to the extent that the Indemnifying Party shall have been actually prejudiced by such failure.

(d) Nothing in this Section 5.03 shall prejudice a Party’s right to receive payments pursuant to Section 3.02(b) or 3.03.

SECTION 5.04. Amount of Indemnity Payments. The amount of any Indemnity Payment shall be (i) reduced to take into account any Tax benefit actually realized by the Indemnitee resulting from the incurrence of the liability in respect of which the Indemnity Payment is made and (ii) increased to take into account any Tax cost actually realized by the Indemnitee resulting from the receipt of the Indemnity Payment, including any Tax cost arising from such Indemnity Payment having resulted in income or gain to either Party, for example, under Section 1.1502-19 of the Regulations, and any Taxes imposed on additional amounts payable pursuant to this clause (ii). For purposes of calculating the amount of any Tax benefit or Tax cost, the applicable Indemnitee shall be deemed to be subject to a 39% Tax rate in the taxable year in which such Tax benefit or Tax cost was realized and any Tax attributes of such Indemnitee shall be disregarded.

SECTION 5.05. Treatment of Indemnity Payments. Any Indemnity Payment (other than any portion of a payment that represents interest accruing after the Distribution Date) shall be treated by HII and AdvanSix for all Tax purposes as a distribution from AdvanSix to HII immediately prior to the Distribution (if made by AdvanSix to HII) or as a contribution from HII to AdvanSix immediately prior to the Distribution (if made by HII to AdvanSix), except as otherwise required by applicable Law or a Determination.

SECTION 5.06. Tax Disputes. Notwithstanding Section 6.07, this Section 5.06 shall govern the resolution of any dispute arising between the Parties in connection with this Agreement, other than a dispute (i) relating to liability for Transaction Taxes (ii) in which the amount of liability in dispute exceeds $20 million (a “Tax Dispute”) or (iii) relating to a Tax Return as described in Section 3.01(d). The Parties shall negotiate in good faith to resolve any Tax Dispute for 45 calendar days (unless earlier resolved). Upon notice of either Party after 45 calendar days, the matter will be referred to an Accounting Firm acceptable to both Parties. The Accounting Firm may, in its discretion, obtain the services of any third party necessary to assist it in resolving the Tax Dispute. The Parties shall instruct the Accounting Firm to furnish notice to each Party of its resolution of the Tax Dispute as soon as practicable, but in any event no later than 60 calendar days after its acceptance of the matter for resolution. Any such resolution by the Accounting Firm will be binding on the Parties and the Parties

shall take, or cause to be taken, any action necessary to implement the resolution. All fees and expenses of the Accounting Firm shall be shared equally by the Parties. If, having determined that a Tax Dispute must be referred to an Accounting Firm, after 45 calendar days the Parties are unable to find an Accounting Firm willing to adjudicate the Tax Dispute in question and that the Parties in good faith find acceptable, then this Section 5.06 shall cease to apply to that Tax Dispute.

ARTICLE VI

Miscellaneous

SECTION 6.01. Termination. This Agreement will terminate without further action at any time before the Distribution upon termination of the Separation Agreement. If terminated, no Party will have any Liability of any kind to the other Party or any other Person on account of this Agreement, except as provided in the Separation Agreement.

SECTION 6.02. Applicability. This Agreement shall not apply before the Distribution.

SECTION 6.03. Survival. Except as expressly set forth in this Agreement, the covenants and indemnification obligations in this Agreement shall survive the Spin-Off and shall remain in full force and effect.

SECTION 6.04. Separation Agreement. The Parties agree that, in the event of a conflict between the terms of this Agreement and the Separation Agreement with respect to the subject matter hereof, the terms of this Agreement shall govern.

SECTION 6.05. Confidentiality. Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’s obligations with respect to Information and data of the other Party or its Subsidiaries shall be governed by Section 7.08 of the Separation Agreement.

SECTION 6.06. Counterparts; Entire Agreement. (a) This Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to the other Party. This Agreement may be executed by facsimile or PDF signature and a facsimile or PDF signature shall constitute an original for all purposes.

(b) This Agreement, the Separation Agreement, the other Ancillary Agreements and the Appendices, Exhibits and Schedules hereto and thereto contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no

agreements or understandings between the Parties with respect to the subject matter hereof other than those set forth or referred to herein or therein.

SECTION 6.07. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York, regardless of the Laws that might otherwise govern under applicable principles of conflicts of laws thereof. Subject to Section 5.06, each Party irrevocably consents to the exclusive jurisdiction, forum and venue of the Commercial Division of the Supreme Court of the State of New York, New York County and the United States District Court for the Southern District of New York over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective Subsidiaries, Affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby or thereby.

SECTION 6.08. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT, IN THE EVENT OF ANY LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.08.

SECTION 6.09. Assignability. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by either Party without the prior written consent of the other Party. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and assigns. Notwithstanding the foregoing, either Party may assign this Agreement without consent in connection with (a) a merger transaction in which such Party is not the surviving entity and the surviving entity acquires or assumes all or substantially all of such Party’s assets, or (b) the sale of all or substantially all of such Party’s assets; provided , however , that the assignee expressly assumes in writing all of the obligations of the assigning Party under this Agreement, and the assigning Party provides written notice and evidence of such assignment and assumption to the non-assigning Party. No assignment permitted by this Section 6.09 shall release the assigning Party from liability for the full performance of its obligations under this Agreement.

SECTION 6.10. Third-Party Beneficiaries. (a) The provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 6.11. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person, (b) on the date received, if sent by a nationally recognized delivery or courier service or (c) upon the earlier of confirmed receipt or the fifth business day following the date of mailing if sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to HII, to:

Honeywell International Inc.

115 Tabor Road

Morris Plains, NJ 07950

Attn: Vice President, Tax and General Tax Counsel

e-mail: * * *

with a copy to:

Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Attn:   Stephen L. Gordon, Esq.
           Lauren Angelilli, Esq.
e-mail: * * *

If to AdvanSix, to:

AdvanSix Inc.

115 Tabor Road

Morris Plains, NJ 07950

Attn: General Counsel

e-mail: * * *

with a copy to:

Either Party may, by notice to the other Party, change the address to which such notices are to be given.

SECTION 6.12. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent

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

SECTION 6.13. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

SECTION 6.14. Waivers of Default. No failure or delay of either Party (or the applicable member of its Group) in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. Waiver by either Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default.

SECTION 6.15. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, HII shall have the right to specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative. AdvanSix shall not oppose the granting of such relief on the basis that money damages are an adequate remedy. The Parties agree that the remedies at law for any breach or threatened breach hereof, including monetary damages, are inadequate compensation for any loss and that any defense in any action for specific performance that a remedy at law would be adequate is waived. Any requirements for the securing or posting of any bond with such remedy are waived. The Parties acknowledge and agree that the right of specific enforcement is an integral part of this Agreement and without that right, neither HII nor AdvanSix would have entered into this Agreement.

SECTION 6.16. Amendments. No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by either Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of each Party.

SECTION 6.17. Interpretation. The rules of interpretation set forth in Section 12.14 of the Separation Agreement shall be incorporated by reference to this Agreement, mutatis mutandis . NOTWITHSTANDING THE FOREGOING, THE PURPOSE OF ARTICLE IV IS TO ENSURE THAT EACH OF THE APPLICABLE

TRANSACTIONS QUALIFIES FOR ITS INTENDED TAX TREATMENT AND, ACCORDINGLY, THE PARTIES AGREE THAT THE LANGUAGE THEREOF SHALL BE INTERPRETED IN A MANNER THAT SERVES THIS PURPOSE TO THE GREATEST EXTENT POSSIBLE.

SECTION 6.18. Compliance by Subsidiaries. The Parties shall cause their respective Subsidiaries to comply with this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

By and Between

HONEYWELL INTERNATIONAL INC.

and

ADVANSIX INC.

Dated as of     , 2016

TABLE OF CONTENTS

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 ”).

R E C I T A L S

WHEREAS the Parties have entered into the Separation and Distribution Agreement (the “ Separation Agreement ”) dated as of     , 2016, pursuant to which Honeywell intends to effect the Distribution; and

WHEREAS the Parties wish to set forth their agreements as to certain matters regarding employment, compensation and employee benefits.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained in this Agreement, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01.           Definitions. For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated.

“ AdvanSix 401(k) Plan ” has the meaning set forth in Section 9.01 .

“ AdvanSix Benefit Plan ” shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the Honeywell Group, contributed to by any member of the AdvanSix Group or to which any member of the AdvanSix Group is a party.

“ AdvanSix Employee ” shall mean, as of any applicable date, (a) each individual who is an employee of the AdvanSix Group as of immediately prior to the Distribution, including any individual who is not actively at work due to a leave of absence (including vacation, holiday, illness, injury, short-term disability but excluding, until such time as provided in Section 7.01 , any AdvanSix LTD Employee) from which such employee is permitted to return to active employment in accordance with the AdvanSix Group’s personnel policies, as in effect from time to time, or applicable Law and (b) each individual who becomes an active employee of the AdvanSix Group following the Distribution, but, in each case, excluding any Former AdvanSix Employee.

“ AdvanSix Incentive Payments ” has the meaning set forth in Section 3.01

“ AdvanSix Long-Term Incentive Plan ” has the meaning set forth in Section 12.01 .

“ AdvanSix LTD Employee ” shall mean any employee of the AdvanSix Group who, as of immediately prior to the Distribution, is receiving long-term disability benefits under the Honeywell LTD Plan.

“ AdvanSix Pre-Distribution HR Liabilities ” has the meaning set forth in Section 2.04 .

“ AdvanSix Welfare Plans ” has the meaning set forth in Section 6.01 .

“ AdvanSix Workers’ Compensation Plan ” has the meaning set forth in Section 6.03 .

“ Benefit Plan ” shall mean any plan, program, policy, agreement, arrangement or understanding that is an employment, consulting, deferred compensation, executive compensation, incentive bonus or other bonus, employee pension, profit sharing, savings, retirement, supplemental retirement, stock option, stock purchase, stock appreciation right, restricted stock, restricted stock unit, deferred stock unit, other equity-based compensation, severance pay, retention, change in control, salary continuation, life, death benefit, health, hospitalization, workers’ compensation, sick leave, vacation pay, disability or accident insurance or other employee compensation or benefit plan, program, agreement or arrangement, including any “employee benefit plan” (as defined in Section 3(3) of ERISA) (whether or not subject to ERISA) sponsored or maintained by such entity or to which such entity is a party.

“ COBRA ” shall mean the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time, and any applicable similar state or local laws.

“ Code ” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“ Collective Bargaining Agreements ” has the meaning set forth in Section 2.02 .

“ Employment Taxes ” shall mean all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

“ ERISA ” shall mean the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Exchange ” means the New York Stock Exchange.

“ Former AdvanSix Employee ” shall mean, as of any applicable date, each individual who (a) as of immediately prior to such individual’s termination of

employment was an AdvanSix Employee and (b) as of such applicable date, is not employed by any member of the AdvanSix Group.

“ GPUs ” shall mean any growth plan units awarded using a 2014 or 2016 Growth Plan Agreement under the Honeywell 2011 Stock Incentive Plan.

“ Honeywell 401(k) Plan ” has the meaning set forth in Section 9.01 .

“ Honeywell Benefit Plan ” shall mean any Benefit Plan sponsored, maintained or, unless such Benefit Plan is sponsored or maintained by a member of the AdvanSix Group, contributed to by any member of the Honeywell Group or to which any member of the Honeywell Group is a party.

“ Honeywell Equity Plans ” shall mean the 2016 Stock Incentive Plan, the 2016 Stock Plan for Non-Employee Directors, the 2011 Stock Incentive Plan, the 2006 Stock Incentive Plan, the 2003 Stock Incentive Plan, the 2006 Stock Plan for Non-Employee Directors, the Stock Plan for Non-Employee Directors, each as amended from time to time, and any other stock option, stock incentive compensation plan or arrangement, including equity award agreements, that is a Honeywell Benefit Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

“ Honeywell Flexible Spending Account ” shall mean any flexible spending arrangement under any cafeteria plan qualifying under Section 125 of the Code that is a Honeywell Benefit Plan.

“ Honeywell Health Savings Account ” shall mean any health savings account under a health savings account plan that is a Honeywell Benefit Plan.

“ Honeywell LTD Plan ” shall mean any long-term disability plan that is a Honeywell Benefit Plan.

“ Honeywell Nonqualified Deferred Compensation Plans ” shall mean the Salary and Incentive Award Deferral Plan for Selected Employees, the Deferred Compensation Plan for Non-Employee Directors, the Supplemental Non-Qualified Savings Plan for Highly Compensated Employees, the Supplemental Pension Plan, the Supplemental Executive Retirement Plan for Executives in Career Band 6 and Above, the Supplemental Defined Benefit Retirement Plan, the Nonqualified Supplemental Retirement Plan, each as amended from time to time, and any other nonqualified deferred compensation plan or arrangement (including individual arrangements) that is a Honeywell Benefit Plan, as in effect as of the time relevant to the applicable provision of this Agreement.

“ Honeywell Pension Plan ” has the meaning set forth in Section 8.01 .

“ Honeywell Welfare Plan ” shall mean each Welfare Plan that is a Honeywell Benefit Plan.

“ Honeywell Workers’ Compensation Plan ” shall mean any workers’ compensation plan that is a Honeywell Benefit Plan.

“ Reimbursement Award ” means the unvested portion of any award granted under any Honeywell Equity Plan that (i) was unvested as of immediately prior to the Distribution Date, (ii) was held by an AdvanSix Employee (or AdvanSix LTD Employee who becomes an AdvanSix Employee prior to the applicable Reimbursement Event) as of the Distribution Date and (iii) becomes vested after the Distribution Date in accordance with Section 12.03 .

“ Reimbursement Event ” means, after the Distribution Date, (i) the vesting of any Reimbursement Award that is a restricted stock award or similar award of tangible property, (ii) the settlement of any Reimbursement Award that is a restricted stock unit or similar full-value share-based incentive award (excluding any restricted stock award) or cash-based incentive award (including any GPUs) or (iii) the exercise of any Reimbursement Award that is a stock option or stock appreciation right.

“ Subsidiary ” of any Person shall mean any corporation or other organization whether incorporated or unincorporated of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries; provided , however , that, solely for purposes of this Agreement, AdvanSix and its Subsidiaries shall not be considered Subsidiaries of Honeywell (or members of the Honeywell Group) prior to, on or after the Distribution.

“ Tax Return ” shall have the meaning set forth in the TMA.

“ Taxes ” shall have the meaning set forth in the TMA.

“ Taxing Authority ” shall have the meaning set forth in the TMA.

“ TMA ” shall mean the Tax Matters Agreement dated as of the date of this Agreement by and between Honeywell and AdvanSix.

“ TSA ” shall mean the Transition Services Agreement dated as of the date of this Agreement by and between Honeywell and AdvanSix.

“ Vesting Date ” has the meaning set forth in Section 12.03 .

“ Welfare Plan ” shall mean each Benefit Plan that provides life insurance, health care, dental care, accidental death and dismemberment insurance, disability, severance, vacation or other group welfare or fringe benefits.

“ Welfare Plan Date ” has the meaning set forth in Section 6.01 .

“ Workers’ Compensation Event ” shall mean the event, injury, illness or condition giving rise to a workers compensation claim with respect to an AdvanSix Employee or Former AdvanSix Employee.

“ Workers’ Compensation Plan Date ” has the meaning set forth in Section 6.03 .

ARTICLE II

GENERAL PRINCIPLES

SECTION 2.01.           AdvanSix Employees. All AdvanSix Employees as of immediately prior to the Distribution shall continue to be employees of the AdvanSix Group immediately following the Distribution. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this Agreement, shall result in any AdvanSix Employee, AdvanSix LTD Employee or Former AdvanSix Employee being deemed to have incurred a termination of employment or being eligible to receive severance benefits, solely as a result of the Distribution.

SECTION 2.02.           Collectively Bargained Employees. All provisions contained in this Agreement providing for the treatment of compensation and benefits in connection with the Distribution shall apply equally to any employee who is covered by any collective bargaining, works council or other labor union contract or labor arrangement (collectively, “ Collective Bargaining Agreements ”), except to the extent that any such agreement specifically provides for the compensation or benefits contemplated by such provision and, in each such case, such agreement shall apply rather than the terms of this Agreement.

SECTION 2.03.           Collective Bargaining Agreements. As of the Distribution, AdvanSix shall, and shall cause the members of the AdvanSix Group as appropriate to, adopt and assume any Collective Bargaining Agreement covering any of the AdvanSix Employees immediately prior to the Distribution, subject to any agreed upon changes required by the transition of such Collective Bargaining Agreement to AdvanSix or applicable Law, and recognize the works councils, labor unions and other employee representatives that are party to such Collective Bargaining Agreements; provided that, any compensation or benefits that were, prior to the Distribution, provided to AdvanSix Employees under the Collective Bargaining Agreements through the Honeywell Benefit Plans shall, to the extent such compensation and benefits are still required to be provided under the Collective Bargaining Agreements on and after the Distribution, be provided as mutually agreed with such works councils, labor unions and other employee representatives through the AdvanSix Benefit Plans as set forth in this Agreement.

SECTION 2.04.           Liabilities. Except as otherwise provided in this Agreement, (a) the members of the Honeywell Group shall be responsible for all actual or potential employment and employee compensation and benefits-related Liabilities

incurred prior to the Distribution that relate to AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries), excluding any such Liabilities that AdvanSix retains or assumes pursuant to applicable Law in connection with the Distribution (collectively, with all other such Liabilities that the AdvanSix Group retains or assumes in connection with this Agreement, the “AdvanSix Pre-Distribution HR Liabilities ”) and (b) the members of the AdvanSix Group shall be responsible for (i) all actual or potential employment and employee compensation and benefits-related Liabilities incurred on or after the Distribution that relate to AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) and (ii) the AdvanSix Pre-Distribution HR Liabilities. AdvanSix shall pay or provide all AdvanSix Pre-Distribution HR Liabilities in the ordinary course and at a time or times consistent with the past practice of the Honeywell Group.

SECTION 2.05.           Benefit Plans. Except as otherwise specifically provided in this Agreement or as may otherwise be provided in accordance with the TSA, as of the Distribution, each AdvanSix Employee (and each of their respective dependents and beneficiaries) shall cease active participation in, and each member of the AdvanSix Group shall cease to be a participating employer in, all Honeywell Benefit Plans, and, as of such time, AdvanSix shall, or shall cause its Subsidiaries to, have in effect such corresponding AdvanSix Benefit Plans as are necessary to comply with its obligations pursuant to this Agreement. As of immediately following the Distribution, except as otherwise specifically provided in this Agreement, (a) Honeywell shall, or shall cause one or more members of the Honeywell Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all Honeywell Benefit Plans, and (b) AdvanSix shall, or shall cause one of the members of the AdvanSix Group to, retain, pay, perform, fulfill and discharge all Liabilities arising out of or relating to all AdvanSix Benefit Plans.

SECTION 2.06.           Payroll Services. Except as may otherwise be provided in accordance with the TSA, prior to, on and after the Distribution, the members of the AdvanSix Group shall be solely responsible for providing payroll services to the AdvanSix Employees and Former AdvanSix Employees.

SECTION 2.07.           No Change in Control. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this Agreement, constitutes a “change in control,” “change of control” or similar term, as applicable, within the meaning of any Honeywell Benefit Plan or AdvanSix Benefit Plan, including the AdvanSix Long-Term Incentive Plan.

ARTICLE III

NON-EQUITY INCENTIVES

SECTION 3.01.           AdvanSix Employee Incentives. Unless otherwise provided for in an individual agreement with an AdvanSix Employee to which Honeywell is a party, on and after the Distribution, AdvanSix shall assume and be solely

responsible for Liabilities with respect to any annual bonus or other cash-based incentive or retention awards (other than GPUs, which shall be treated in accordance with Article XII ) under any Benefit Plan to any AdvanSix Employee, AdvanSix LTD Employee or Former AdvanSix Employee, including, for the avoidance of doubt, any such awards with respect to the year in which the Distribution occurs (the “ AdvanSix Incentive Payments ”). AdvanSix shall be responsible for determining the amounts of all AdvanSix Incentive Payments that have not been determined prior to the Distribution, including the extent to which established performance criteria (as interpreted by AdvanSix, in its sole discretion) have been met, and shall pay all AdvanSix Incentive Payments no later than the times provided for under the applicable Benefit Plan. For the avoidance of doubt, any determinations made prior to the Distribution regarding the amounts of any AdvanSix Incentive Payments shall be subject to Honeywell’s prior written approval.

ARTICLE IV

SERVICE CREDIT

SECTION 4.01.           Honeywell Benefit Plans. Except as may otherwise be provided in accordance with the TSA and except as otherwise provided in Section 12.03 , service of AdvanSix Employees and Former AdvanSix Employees, on and after the Distribution, with any member of the AdvanSix Group or any other employer, as applicable, other than any member of the Honeywell Group, shall not be taken into account for any purpose under any Honeywell Benefit Plan.

SECTION 4.02.           AdvanSix Benefit Plans. Unless prohibited by applicable Law, AdvanSix shall, and shall cause its Subsidiaries to, credit service accrued by each AdvanSix Employee with, or otherwise recognized for purposes of any Benefit Plan by, any member of the Honeywell Group or the AdvanSix Group on or prior to the Distribution for purposes of (a) eligibility and vesting under each AdvanSix Benefit Plan under which service is relevant in determining eligibility or vesting, (b) determining the amount of severance payments and benefits (if any) payable under each AdvanSix Benefit Plan that provides severance payments or benefits and (c) determining the number of vacation days to which each such employee shall be entitled following the Distribution, in the case of clauses (a), (b) and (c), (i) to the same extent recognized by the relevant members of the Honeywell Group or AdvanSix Group or the corresponding Honeywell Benefit Plan or AdvanSix Benefit Plan immediately prior to the later of the Distribution Date and the date such employee ceases participating in the applicable Honeywell Benefit Plan in accordance with the TSA and (ii) except to the extent such credit would result in a duplication of benefits for the same period of service.

ARTICLE V

SEVERANCE

SECTION 5.01.           Post-Distribution Severance. The AdvanSix Group shall be solely responsible for all Liabilities, including all severance or other separation payments and benefits, relating to the termination or alleged termination of any AdvanSix

Employee’s or Former AdvanSix Employee’s employment that occurs on or after the Distribution. For the avoidance of doubt, such Liabilities shall include any employer-paid portion of any Employment Taxes.

ARTICLE VI

CERTAIN WELFARE BENEFIT PLAN MATTERS; WORKERS’ COMPENSATION CLAIMS

SECTION 6.01.           AdvanSix Welfare Plans. Without limiting the generality of Section 2.05 , effective as of the Distribution or such later date as agreed to between Honeywell and AdvanSix in accordance with the TSA (such applicable date, the “ Welfare Plan Date ”), AdvanSix shall establish Welfare Plans (collectively, the “ AdvanSix Welfare Plans ”) to provide welfare benefits to the AdvanSix Employees (and their dependents and beneficiaries) and as of the applicable Welfare Plan Date, each AdvanSix Employee (and his or her dependants and beneficiaries) shall cease active participation in the corresponding Honeywell Welfare Plan. For the avoidance of doubt, for purposes of this Article VI , the term “AdvanSix Employees” shall be deemed to include any Former AdvanSix Employee who was receiving welfare benefits in connection with his or her termination of employment from a member of the Honeywell Group or the AdvanSix Group as of the applicable Welfare Plan Date.

SECTION 6.02.           Allocation of Welfare Benefit Claims. (a) The members of the Honeywell Group shall retain all Liabilities in accordance with the applicable Honeywell Welfare Plan for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) under such plans prior to the applicable Welfare Plan Date and (b) the members of the AdvanSix Group shall retain all Liabilities in accordance with the AdvanSix Welfare Plans for all reimbursement claims (such as medical and dental claims) and for all non-reimbursement claims (such as life insurance claims), in each case, incurred by AdvanSix Employees and Former AdvanSix Employees (and each of their respective dependents and beneficiaries) on or after the Applicable Welfare Plan Date; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause (a) between the Distribution Date and the applicable Welfare Plan Date. For purposes of this Section 6.02 , a benefit claim shall be deemed to be incurred as follows: (i) health, dental, vision, employee assistance program and prescription drug benefits (including in respect of any hospital confinement), upon provision of such services, materials or supplies; and (ii) life, accidental death and dismemberment and business travel accident insurance benefits, upon the death, cessation of employment or other event giving rise to such benefits.

SECTION 6.03.           Workers’ Compensation Claims. In the case of any workers’ compensation claim of any AdvanSix Employee or Former AdvanSix Employee in respect of his or her employment with the Honeywell Group or the AdvanSix Group, such claim shall be covered (a) under the applicable Honeywell Workers’ Compensation

Plan if the Workers’ Compensation Event occurred prior to the Distribution, (b) under a workers’ compensation plan of the AdvanSix Group (each, an “ AdvanSix Workers’ Compensation Plan ”) if the Workers’ Compensation Event occurs on or after the Distribution and the related claim is submitted after the date AdvanSix has established a workers’ compensation plan (the “ Workers’ Compensation Plan Date ”) and (c) under the applicable Honeywell Workers’ Compensation Plan if the Workers’ Compensation Event occurs on or after the Distribution and the related claim is submitted prior to the Workers Compensation Plan Date; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause (c) between the Distribution Date and the applicable Welfare Plan Date. If the Workers’ Compensation Event occurs over a period both preceding and following the Distribution, the claim shall be jointly covered under the Honeywell Workers’ Compensation Plan and the AdvanSix Workers’ Compensation Plan and shall be equitably apportioned between them based upon the relative periods of time that the Workers’ Compensation Event transpired preceding and following the Distribution; provided that, if a claim in respect of such Workers’ Compensation Event is submitted prior to the Workers’ Compensation Plan Date, then such claim shall be covered under the Honeywell Workers’ Compensation Plan and AdvanSix shall appropriately reimburse Honeywell in accordance with the TSA.

SECTION 6.04.           COBRA. In the event that an AdvanSix Employee or Former AdvanSix Employee (a) was receiving, or was eligible to receive, continuation health coverage pursuant to COBRA on or prior to the applicable Welfare Plan Date, Honeywell and the Honeywell Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA; or (b) becomes eligible to receive continuation health coverage pursuant to COBRA following the applicable Welfare Plan Date, AdvanSix and the AdvanSix Welfare Plans shall be responsible for all Liabilities to such employee (or his or her eligible dependents) in respect of COBRA; provided that, AdvanSix shall reimburse Honeywell in accordance with the TSA for Liabilities incurred under clause (a) between the Distribution Date and the applicable Welfare Plan Date. AdvanSix shall indemnify, defend and hold harmless the members of the Honeywell Group from and against any and all Liabilities relating to, arising out of or resulting from COBRA provided by AdvanSix, or the failure of AdvanSix to meet its COBRA obligations, to AdvanSix Employees, Former AdvanSix Employees and their respective eligible dependents.

SECTION 6.05.           Health Savings Account. Without limiting the generality of Sections 2.04, 2.05 and 13.01 and subject to Section 15.09 , Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering any Honeywell Health Savings Account in connection with the Distribution in accordance with the terms of the applicable Honeywell Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

SECTION 6.06.           Flexible Spending Account. Without limiting the generality of Sections 2.04, 2.05 and 13.01 and subject to Section 15.09 , Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering any Honeywell Flexible Spending Account in connection with the Distribution in accordance

with the terms of the applicable Honeywell Benefit Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

ARTICLE VII

LONG-TERM DISABILITY

SECTION 7.01.           Benefits. Except as otherwise specifically provided in this Agreement and subject to Section 7.02 , on and after the Distribution, the AdvanSix LTD Employees shall be deemed to be employees of the Honeywell Group for purposes of this Agreement, including participation in the Honeywell LTD Plans.

SECTION 7.02.           Return to Work. To the extent required by applicable AdvanSix policies, as in effect from time to time, and applicable Law, AdvanSix shall, or shall cause its Subsidiaries to, employ any AdvanSix LTD Employee at such time, if any, as such AdvanSix LTD Employee is ready to return to active employment, and from and after such time, such employee shall no longer be deemed an employee of the Honeywell Group and shall be deemed an AdvanSix Employee for purposes of this Agreement; provided that, if such AdvanSix LTD Employee presents himself or herself for active employment and is not employed by a member of the AdvanSix Group due to applicable AdvanSix policies, and if such AdvanSix LTD Employee’s employment is terminated by a member of the Honeywell Group within a reasonable time thereafter, AdvanSix shall indemnify the Honeywell Group for all Liabilities incurred in connection with such termination.

ARTICLE VIII

DEFINED BENEFIT PENSION PLAN

SECTION 8.01.           Honeywell Defined Benefit Pension Plan. Notwithstanding Section 2.05 or any other provision of this Agreement to the contrary, following the Distribution, the Honeywell Group shall retain sponsorship of the Honeywell International Inc. Retirement Earnings Plan (the “ Honeywell Pension Plan ”) and all assets and Liabilities arising out of or relating to the Honeywell Pension Plan, including those relating to AdvanSix Employees, AdvanSix LTD Employees and Former AdvanSix Employees. Following the date of this Agreement, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering the Honeywell Pension Plan in connection with providing benefits to AdvanSix Employees and Former AdvanSix Employees in accordance with the terms of the Honeywell Pension Plan, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

ARTICLE IX

DEFINED CONTRIBUTION PLAN

SECTION 9.01.           AdvanSix 401(k) Plan. Effective as of the Distribution, AdvanSix shall establish a defined contribution plan that includes a qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code (the “ AdvanSix 401(k) Plan ”) providing benefits to the AdvanSix Employees participating in any qualified cash or deferred arrangement within the meaning of Section 401(k) of the Code sponsored by any member of the Honeywell Group (collectively, the “ Honeywell 401(k) Plans ”) as of the Distribution.

SECTION 9.02.           401(k) Rollover. As of the Distribution, the Honeywell Group shall permit each AdvanSix Employee to elect, and the AdvanSix Group shall cause the AdvanSix 401(k) Plan to accept, in accordance with applicable Law and the terms of the Honeywell 401(k) Plans and the AdvanSix 401(k) Plan, a rollover of the account balances (including earnings through the date of transfer and promissory notes evidencing all outstanding loans) of such AdvanSix Employee under the Honeywell 401(k) Plans, if such rollover is elected in accordance with applicable Law and the terms of the Honeywell 401(k) Plan and by such employee. Upon completion of a transfer of the account balances of any AdvanSix Employee, as described in this Section 9.02 , AdvanSix and the AdvanSix 401(k) Plan shall be responsible for all Liabilities of the Honeywell Group under the Honeywell 401(k) Plan with respect to any AdvanSix Employee or Former AdvanSix Employee whose account balance was transferred to the AdvanSix 401(k) Plan (and his or her respective beneficiaries), and the Honeywell Group and the Honeywell 401(k) Plan shall have no Liabilities to provide such participants (or any of their beneficiaries) with benefits under the Honeywell 401(k) Plan. In the event that the elections by AdvanSix Employees pursuant to this Section 9.02 in connection with the Distribution result in a mass rollover, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate to effect such mass rollover, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

SECTION 9.03.           Employer 401(k) Plan Contributions. The Honeywell Group shall remain responsible for making all employer contributions under the Honeywell 401(k) Plan with respect to any AdvanSix Employees or Former AdvanSix Employees relating to periods prior to the Distribution; provided that, prior to the rollover of any AdvanSix Employee’s or Former AdvanSix Employee’s account pursuant to Section 9.02 , the Honeywell Group shall make all employer contributions with respect to such AdvanSix Employee or Former AdvanSix Employee required under the Honeywell 401(k) Plan for periods of time prior to the Distribution. Any such contributions that are unvested as of the Distribution shall be treated in accordance with the terms of the Honeywell 401(k) Plan. On and after the Distribution, the AdvanSix Group shall be responsible for all employer contributions under the AdvanSix 401(k) Plan with respect to any AdvanSix Employees or Former AdvanSix Employees.

SECTION 9.04.           Stock Considerations. Following the Distribution, AdvanSix Employees and Former AdvanSix Employees shall not be permitted to acquire shares of Honeywell Common Stock in any stock fund under the AdvanSix 401(k) Plan.

SECTION 9.05.           Limitation of Liability. For the avoidance of doubt, Honeywell shall have no responsibility for any failure of AdvanSix to properly administer the AdvanSix 401(k) Plan in accordance with its terms and applicable Law, including any failure to properly administer the accounts of AdvanSix Employees, Former AdvanSix Employees and their respective beneficiaries, including accounts rolled over in accordance with Section 9.02 , in such AdvanSix 401(k) Plan.

ARTICLE X

NONQUALIFIED DEFERRED COMPENSATION

SECTION 10.01.           Honeywell Nonqualified Deferred Compensation Plans. The Honeywell Group shall retain all assets and all Liabilities arising out of or relating to the Honeywell Nonqualified Deferred Compensation Plans related to any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries) in connection with his or her service prior to the Distribution, including the obligation to make all payments or distributions in respect of such Liabilities in accordance with the terms of the applicable Honeywell Nonqualified Deferred Compensation Plan. The Parties hereto agree that none of the transactions contemplated by the Separation Agreement or any of the Ancillary Agreements, including this Agreement, will trigger a payment or distribution of compensation under the Honeywell Nonqualified Deferred Compensation Plans to any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries) and, consequently, that the payment or distribution of any compensation to which any AdvanSix Employee or Former AdvanSix Employee (and their respective beneficiaries) is entitled under the Honeywell Nonqualified Deferred Compensation Plans will occur upon the time or times provided for under the applicable Honeywell Nonqualified Deferred Compensation Plans and such AdvanSix Employee’s or Former AdvanSix Employee’s deferral elections. Following the payment or distribution of such amounts to the AdvanSix Employees, Former AdvanSix Employees or their respective beneficiaries, the members of the Honeywell Group shall have no actual or potential Liabilities relating to, arising out of or resulting from the participation of the AdvanSix Employees and Former AdvanSix Employees in the Honeywell Nonqualified Deferred Compensation Plans. Following the date of this Agreement, Honeywell and AdvanSix shall use commercially reasonable efforts to cooperate in administering the Honeywell Nonqualified Deferred Compensation Plans for purposes of satisfying any obligations relating to the participation of any AdvanSix Employee or Former AdvanSix Employee, including by exchanging any necessary participant records and engaging recordkeepers, administrators, providers, insurers and other third parties.

ARTICLE XI

VACATION

SECTION 11.01.           Vacation. Upon the Distribution, the AdvanSix Group shall assume and be solely responsible for all Liabilities for vacation accruals and benefits with respect to each AdvanSix Employee; provided , however , that (a) for purposes of determining the number of vacation days to which such employee shall be entitled following the Distribution, AdvanSix and its Subsidiaries shall assume and honor all vacation days accrued or earned but not yet taken by such employee, if any, as of the Distribution, and (b) to the extent such employee is entitled under any applicable Law or any policy of his or her respective employer that is a member of the Honeywell Group, as the case may be, to be paid for any vacation days accrued or earned but not yet taken by such employee as of the Distribution, AdvanSix shall assume and be solely responsible for the Liability to pay for such vacation days.

ARTICLE XII

LONG-Term Incentive COMPENSATION AWARDS

SECTION 12.01.           AdvanSix Long-Term Incentive Plan. Prior to the Distribution, Honeywell shall cause AdvanSix to adopt a long-term incentive plan or program, to be effective immediately prior to the Distribution (the “ AdvanSix Long-Term Incentive Plan ”) and Honeywell shall approve the AdvanSix Long-Term Incentive Plan as the sole stockholder of AdvanSix.

SECTION 12.02.           Equity Award Adjustments. Each outstanding equity award granted under the Honeywell Equity Plans held by any individual as of the Distribution shall be adjusted in accordance with the resolutions adopted by the Management Development and Compensation Committee of Honeywell in connection with the Distribution. Equity awards that are covered by this Section 12.02 shall not be exercisable and/or settled during a period beginning on a date prior to the Distribution Date determined by Honeywell in its sole discretion, and continuing until the adjustments made pursuant to such resolutions are completed, as determined by Honeywell in its sole discretion.

SECTION 12.03.           Treatment of Incentive Awards Upon Distribution. Notwithstanding anything in this Agreement, the Honeywell Equity Plans or an award agreement to the contrary, any awards under the Honeywell Equity Plans held by AdvanSix Employees (including GPUs) shall remain outstanding through the following applicable date (each, a “ Vesting Date ”): (a) in the case of stock options, through March 2017; (b) in the case of restricted stock units, through the end of July 2017; and (c) in the case of GPUs, to the end of March 2017. Such awards shall otherwise remain subject to the terms of the applicable Honeywell Equity Plan and the applicable award agreement; provided , however , that service with the AdvanSix Group through such vesting date shall count as service with the Honeywell Group for purposes of vesting under such awards. Any award, or portion of any award, that does not become vested on or prior to the applicable Vesting Date shall be forfeited.

SECTION 12.04.           Incentive Award Reimbursement. Following the Distribution, Honeywell may, from time to time, deliver to AdvanSix a summary (a “ Reimbursement Invoice ”) of all Reimbursement Events that have occurred on or after the date of the previous Reimbursement Invoice or, in the case of the first Reimbursement Invoice delivered to AdvanSix, the Distribution Date. Such Reimbursement Invoice shall also include an amount equal to the aggregate value of all expenses incurred on or after the Distribution by the Honeywell Group, as determined by Honeywell in its reasonable discretion and consistent with past practice, with respect to the Reimbursement Awards identified in such Reimbursement Invoice, and within ten (10) days following the delivery of such Reimbursement Invoice, AdvanSix shall make a cash payment to Honeywell equal to such aggregate value.

SECTION 12.05.           Cooperation. For so long as any equity award in respect of Honeywell Common Stock is outstanding and held by an AdvanSix Employee or Former AdvanSix Employee, the Honeywell Group and the AdvanSix Group shall reasonably cooperate in the exchange of information and take any action necessary to administer such equity awards following the Distribution, including the following: (i) AdvanSix shall notify Honeywell in writing within five (5) days of any change in employment status (including but not limited to termination of employment), (ii) the Parties shall exchange any information necessary to satisfy their obligations under Section 12.04 , (iii) the Parties shall take any steps necessary to ensure that the employee-paid portion of any Taxes (including any Employment Taxes) required to be withheld upon the exercise or vesting of any such equity award is withheld by or paid over to, as applicable, the applicable Party responsible for remitting such amount to the appropriate Taxing Authority as promptly as reasonably practicable, (iv) AdvanSix will provide payroll information to Honeywell in respect of AdvanSix Employees and Former AdvanSix Employees, including year-to-date amounts withheld for Federal Insurance Contribution Act Taxes, Medicare Taxes and supplemental compensation, (v) other than with respect to the Reimbursement Awards, any U.S. Federal, state and local income Tax deduction arising as a result of the exercise, vesting or settlement of any equity award held by an AdvanSix Employees or Former AdvanSix Employee adjusted pursuant to Section 12.02 will be claimed by a member of the Honeywell Group; provided , however , that if a deduction claimed by a member of the Honeywell Group pursuant to this Section 12.05 is disallowed by a Taxing Authority for any reason, a member of the AdvanSix Group shall amend its Tax Return to claim such deduction and pay to Honeywell an amount equal to the tax benefit actually realized by the AdvanSix Group resulting from such deduction; provided further that Honeywell, upon the request of AdvanSix, shall repay any amount paid to Honeywell under the immediately preceding proviso (plus any interest imposed by the relevant Taxing Authority) in the event AdvanSix is required to surrender such tax benefit and (vi) the Parties will cooperate following the Distribution, so that the value of any tax benefit actually realized by any member of the Honeywell Group in connection with the vesting, settlement or exercise of any Reimbursement Award will be transferred to AdvanSix following the Distribution.

SECTION 12.06.           Treatment of Reimbursements . Any cash payment made by AdvanSix to Honeywell in respect of any award settled in or exercised for Honeywell Common Stock pursuant to this Article XII shall be treated by Honeywell and

AdvanSix for all Tax purposes as purchase price or partial purchase price for the shares of Honeywell Common Stock equal to the value of any such cash payment, and not as a distribution from AdvanSix to Honeywell immediately prior to the Distribution or as consideration for any property contributed to AdvanSix in connection with the transactions contemplated by the Separation Agreement. Any cash payment made by Honeywell to AdvanSix pursuant to this Article XII shall be treated for all Tax purposes as a contribution from Honeywell to AdvanSix immediately prior to the Distribution.

ARTICLE XIII

COOPERATION; ACCESS TO INFORMATION; LITIGATION; CONFIDENTIALITY

SECTION 13.01.           Cooperation. Following the date of this Agreement, the Parties shall, and shall cause their respective Subsidiaries to, use commercially reasonable efforts to cooperate with respect to any employee compensation or benefits matters that either Party reasonably determines require the cooperation of the other Party in order to accomplish the objectives of this Agreement. Without limiting the generality of the preceding sentence, (a) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in connection with any audits of any Benefit Plan with respect to which such Party may have Information, (b) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in connection with any audits of their respective payroll services (whether by a Governmental Authority in the U.S. or otherwise) in connection with the services provided by one Party to the other Party and (c) Honeywell, AdvanSix and their respective Subsidiaries shall cooperate in good faith in connection with the notification and consultation with labor unions and other employee representatives of employees of the Honeywell Group and the AdvanSix Group. With respect to each Benefit Plan, the obligations of the Honeywell Group and the AdvanSix Group to cooperate pursuant to this Section 13.01 or any other provision of this Agreement shall remain in effect until the later of (i) the date all audits of such Benefit Plan with respect to which a Party may have Information have been completed, (ii) the date the applicable statute of limitations with respect to such audits has expired and (ii) the date the Honeywell Group discharges all obligations to AdvanSix Employees, Former AdvanSix Employees and their respective beneficiaries under such Benefit Plan.

SECTION 13.02.           Access to Information; Litigation; Confidentiality. Except as would be inconsistent with Section 13.01 or any other provision of this Agreement relating to cooperation, Article VII of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi .

ARTICLE XIV

TERMINATION

SECTION 14.01.           Termination. This Agreement may be terminated by Honeywell at any time, in its sole discretion, prior to the Distribution; provided , however , that this Agreement shall automatically terminate upon the termination of the Separation Agreement in accordance with its terms.

SECTION 14.02.           Effect of Termination. In the event of any termination of this Agreement prior to the Distribution, none of the Parties (or any of its directors or officers) shall have any Liability or further obligation to any other Party under this Agreement.

ARTICLE XV

MISCELLANEOUS

SECTION 15.01.           Incorporation of Indemnification Provisions of Separation Agreement. In addition to the specific indemnification provisions in this Agreement, Article VI of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi .

SECTION 15.02.           Benefit Plan Indemnification. If the Parties determine that AdvanSix is unable to establish any AdvanSix Benefit Plan as of the Distribution Date that it is required under this Agreement to establish by the Distribution Date, then, to the extent provided on Schedule 15.02, AdvanSix shall indemnify, defend and hold harmless each of the Honeywell Indemnitees from and against any and all Liabilities of the Honeywell Indemnitees relating to, arising out of or resulting from participation by any AdvanSix Employee or Former AdvanSix Employee on or after the Distribution Date in any such Honeywell Benefit Plan set forth on Schedule 15.02 due to the failure to timely establish such AdvanSix Benefit Plan or Plans, subject to any other terms and conditions set forth on such Schedule.

SECTION 15.03.           Further Assurances. Article X of the Separation Agreement is hereby incorporated into this Agreement mutatis mutandi.

SECTION 15.04.           Administration. AdvanSix hereby acknowledges that Honeywell has provided or will provide administration services for certain AdvanSix Benefit Plans and AdvanSix agrees to assume responsibility for the administration and administration costs of such plans and each other AdvanSix Benefit Plan. The Parties shall cooperate in good faith to complete such transfer of responsibility on commercially reasonable terms and conditions effective no later than the Distribution or the applicable Welfare Plan Date or Workers’ Compensation Plan Date.

SECTION 15.05.           Third-Party Beneficiaries. Except as otherwise may be provided in the Separation Agreement with respect to the rights of any Honeywell Indemnitee or AdvanSix Indemnitee, (a) the provisions of this Agreement are solely for the benefit of the Parties hereto and are not intended to confer upon any Person except the Parties hereto any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.

SECTION 15.06.           Employment Tax Reporting Responsibility. To the extent applicable, the Parties hereby agree to follow the alternate procedure for U.S.

Employment Tax withholding as provided in Section 5 of Rev. Proc. 2004-53, I.R.B. 2004-35. Accordingly, except as otherwise provided in Sections 12.04 or 12.05 , the members of the Honeywell Group shall not have any Employment Tax reporting responsibilities, and the members of the AdvanSix Group shall have full Employment Tax reporting responsibilities, for AdvanSix Employees on and after the Distribution.

SECTION 15.07.           Data Privacy. The Parties agree that any applicable data privacy laws and any other obligations of the AdvanSix Group and the Honeywell Group to maintain the confidentiality of any Information relating to employees in accordance with applicable Law shall govern the disclosure of Information relating to employees among the Parties under this Agreement. Honeywell and AdvanSix shall ensure that they each have in place appropriate technical and organizational security measures to protect the personal data of the AdvanSix Employees and Former AdvanSix Employees. Additionally, each Party shall sign any documentation as may be required to comply with applicable data privacy Laws.

SECTION 15.08.           Section 409A. Honeywell and AdvanSix shall cooperate in good faith and use reasonable best efforts to ensure that the transactions contemplated by the Separation Agreement and the Ancillary Agreements, including this Agreement, will not result in adverse tax consequences under Section 409A of the Code to any AdvanSix Employee or Former AdvanSix Employee (or any of their respective beneficiaries), in respect of their respective benefits under any Benefit Plan.

SECTION 15.09.           Confidentiality. (a) Each of Honeywell and AdvanSix, on behalf of itself and each Person in its respective Group, shall, and shall cause its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives to, hold, in strict confidence and not release or disclose, with at least the same degree of care, but no less than a reasonable degree of care, that it applies to its own confidential and proprietary Information pursuant to policies in effect as of the Distribution, all Information concerning the other Group or its business that is either in its possession (including Information in its possession prior to the Distribution) or furnished by the other Group or its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives at any time pursuant to this Agreement and shall not use any such Information other than for such purposes as shall be expressly permitted hereunder, except, in each case, to the extent that such Information is (i) in the public domain through no fault of any member of the Honeywell Group or the AdvanSix Group, as applicable, or any of its respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives, (ii) later lawfully acquired from other sources by any of Honeywell, AdvanSix or its respective Group, employees, directors or agents, accountants, counsel and other advisors and representatives, as applicable, which sources are not themselves bound by a confidentiality obligation to the knowledge of any of Honeywell, AdvanSix or Persons in its respective Group, as applicable, regarding such Information (iii) independently generated without reference to any proprietary or confidential Information of the Honeywell Group or the AdvanSix Group, as applicable, or (iv) required to be disclosed by applicable Law; provided , however , that the Person required to disclose such Information gives the applicable Person prompt, and to the extent reasonably practicable,

prior notice of such disclosure and an opportunity to contest such disclosure and shall use commercially reasonable efforts to cooperate, at the expense of the requesting Person, in seeking any reasonable protective arrangements requested by such Person. In the event that such appropriate protective order or other remedy is not obtained, the Person that is required to disclose such Information shall furnish, or cause to be furnished, only that portion of such Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such Information. Notwithstanding the foregoing, each of Honeywell and AdvanSix may release or disclose, or permit to be released or disclosed, any such Information concerning the other Group (A) to their respective directors, officers, employees, agents, accountants, counsel and other advisors and representatives who need to know such Information (who shall be advised of the obligations hereunder with respect to such Information) and (B) to any nationally recognized statistical rating agency as it reasonably deems necessary, solely for the purpose of obtaining a rating of securities upon normal terms and conditions; provided , however , that the Party whose Information is being disclosed or released to such rating agency is promptly notified thereof.

(b)          Without limiting the foregoing, when any Information concerning the other Group or its business is no longer needed for the purposes contemplated by this Agreement, each of Honeywell and AdvanSix shall, promptly after request of the other Party, either return all Information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or certify to the other Party, as applicable, that it has destroyed such Information (and used commercially reasonable efforts to destroy all such Information electronically preserved or recorded within any computerized data storage device or component (including any hard-drive or database)).

SECTION 15.10.           Additional Provisions. Sections 12.01 to 12.14 of the Separation Agreement are hereby incorporated into this Agreement mutatis mutandi.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

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.

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.

[ * * * ]

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:

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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.

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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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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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 .

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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.

3.2.       Purchase Orders; Acceptance .

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

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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 .

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

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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”):

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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 .

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

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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

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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.

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

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 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