DuPont 2012 Annual Report Download - page 121

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Outstanding Permits pursuant to Section 5.29(c)(vii) above, after which time DuPont shall have no further obligations with respect to
any Outstanding Permits.”
SECTION 1.11 Operating Cash Amount; ATA Notes.
(a) Section 5.5 of the Agreement is hereby amended by inserting the following new subsection (c) immediately
following subsection (b) thereof:
"Exhibit HH attached hereto sets forth aggregate principal and interest that will be outstanding under each of the existing
notes that constitute DPC Indebtedness (each such existing note, an “ ATA Note
”) as of the Effective Time (after giving
effect to all prepayments of such ATA Notes planned to occur after 5 p.m. EST on January 29, 2013 but prior to the
Effective Time (each a “Planned Prepayment”)). DuPont hereby agrees that except for Planned Prepayments,
following 5 p.m. EST on January 29, 2013 it shall not, and shall cause its Subsidiaries not to, pay down or incur any
additional principal amount or pay down any accrued but previously unpaid interest under any ATA Note, or incur any
new indebtedness between any Transferred DPC Company or its Subsidiaries, on the one hand, and DuPont and its
Affiliates that are not Transferred DPC Companies or their Subsidiaries, on the other hand (it being understood that this
covenant shall be given retroactive effect from and after such time notwithstanding the fact that this Amendment is
being entered into after such time). Except to the extent expressly provided in the immediately preceding sentence, the
foregoing shall in no way restrict the right of DuPont or any of its Subsidiaries or Joint Ventures to declare and pay
dividends or distributions of, or otherwise transfer or advance (other than by payment of ATA Notes), Cash as permitted
pursuant to the Purchase Agreement, including for the avoidance of doubt, the last paragraph of Section 5.1.
(b) Annex A of the Agreement is hereby amended by amending and restating the definition of “ Operating Cash
Amount” as follows:
"Operating Cash Amount" shall mean, with respect to any Transferred DPC Company or Subsidiary thereof or Joint
Venture or Subsidiary thereof, the sum of (i) the amount set forth opposite the name of such entity on Section A(30) of
the Seller's Disclosure Schedule and (ii) the aggregate amount in United States Dollars of any outstanding principal and
accrued but unpaid interest as of the Effective Time (the “ATA Note Amount”) under any ATA Note to which such
entity is a party as set forth on Exhibit II. For purposes of clause (ii) above, the applicable ATA Note
9