DEQ-CFW_00065478

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Mr. George Avdey
President and CEO - Kuraray America, Inc.
2625 Bay Area Blvd., Suite 600, Houston, Texas 77058
May 28, 2014
Mr. William J. Harvey
President - DuPont Packaging & Industrial Polymers
E. I. du Pont de Nemours and Company
1007 Market Street, Wilmington, Delaware 19898
RE: Fayetteville Air Emissions Permit Agreement
This Fayetteville Air Emissions Permit Letter Agreement (this "Letter Agreement") is
entered into this 28th day of May, 2014, by and between E.I. du Pont de Nemours and Company
("DuPont") and Kuraray America, Inc. ("KAI") in connection with the acquisition by Kuraray
Co., Ltd. ("Kuraray") of DuPont's Glass Laminating Solutions/Intermediate business (the
"Business") (the acquisition of which shall be referenced as the "Transaction"). This Letter
Agreement shall be effective as of the Effective Time. Capitalized terms not defined herein shall
have the meanings ascribed to them in that certain Amended and Restated Purchase Agreement,
dated as of May 22, 2014, by and between DuPont and Kuraray (the "Purchase Agreement")
This Letter Agreement relates to the air emissions permit associated with the Business for
its operations that take place at 22828 NC Highway 87W, Duart Township, Bladen County, NC,
28306-7332 (the "Fayetteville Works Site"). DuPont is currently operating the Business at the
Fayetteville Works Site under NCDENR Air Quality Permit No. 03735T37 (the "Air Permit").
The Facility ID is 0900009 and the Air Permit expires January 31, 2015.
Representatives of DuPont and KAI met with NCDENR to discuss the Air Permit on
April 3, 2014. Because only certain of the air emissions units.covered by the Air Permit will be
transferred to KAI in connection with the Transaction, NCDENR indicated that a transfer of the
Air Permit is not possible. KAI must therefore apply for a new permit for the air emissions units
that will be transferred as a part of the Transaction. As KAI's new permit will not be issued
prior to the Effective Time, NCDENR agreed that KAI may operate the Business at the
Fayetteville Works Site after the Effective Time under the Air Permit but NCDENR's recourse
for any alleged non-compliance by KAI during the time period in which KAI is operating at the
Fayetteville Works Site under the Air Permit would be against DuPont as the holder of the Air
Permit.
DuPont hereby agrees that KAI may operate the Business at the Fayetteville Works Site
under the Air Permit while KAI applies for a separate air emissions permit from NCDENR (the
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"New Air Permit") until NCDENR issues a New Air Permit for the Business, which time period
shall not exceed six (6) months after the Effective Time unless extended by written agreement of
the parties hereto (such time period, the "Temporary Period"). KAI agrees that it will submit the
application for the New Air Permit no later than July 15, 2014. KAI's operations of the Business
at the Fayetteville Works Site during the Temporary Period will be substantially the same as the
operations currently conducted there by DuPont and KAI will comply with all the terms, limits
and conditions of the Air Permit that are applicable to the Business at the Fayetteville Works Site.
DuPont will submit compliance certification filings, including information on any deviations
from the Air Permit requirements, in accordance with North Carolina laws and regulations, in
particular the recordkeeping and reporting requirements specified in the Air Permit. KAI will
submit to DuPont a draft of such filing, certified as required by North Carolina laws and
regulations as if KAI were the party submitting the final version, at least ten (10) Business Days
prior to the applicable filing deadline. In addition, KAI will facilitate DuPont's access to
information relevant for such reporting and recordkeeping requirements that may be maintained
by KAI following the Effective Time. DuPont agrees to take, or cause to be taken, all
commercially reasonable action necessary and within its control to keep the Air Permit in effect,
to comply with its terms and to permit KAI to operate the Business at the Fayetteville Works Site
under the Air Permit during the Temporary Period. DuPont and KAI will coordinate to fulfill
reporting responsibilities associated with the Air Permit during the Temporary Period. KAI
agrees to work diligently and without delay to acquire the New Air Permit.
Notwithstanding the provisions of Section 8.9 of the Purchase Agreement that allocate
sole responsibility for post -closing operations at the Shared Facilities to Buyer, each of (i)
DuPont and (ii) KAI shall be responsible for, and shall indemnify and hold the other harmless
against any Losses resulting from that party's breach of this Agreement, and any indemnification
obligation under this Agreement will be treated as an obligation to indemnify for Losses arising
under Environmental Law under Section 8.8 of the Purchase Agreement.
This Letter Agreement shall serve as the chosen method of the parties hereto for
addressing the absence of a New Air Permit for the Business at the Fayetteville Works Site, and
the parties hereto acknowledge and agree that Section 2.10 of the Purchase Agreement is
inapplicable with respect thereto. This Agreement supersedes all previous negotiations,
discussions, understandings, and conversations conducted in connection with producing this
Letter Agreement.
The parties hereto hereby acknowledge and agree that this Letter Agreement does not affect in
any manner the provisions of the Purchase Agreement or any Ancillary Agreements, except in
either case as expressly set forth herein.
This Letter Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which shall be considered one and the same instrument.
Section 9.11 (Governing Law) of the Purchase Agreement shall be incorporated herein by
reference; provided, however, that references therein to "Agreement" shall be deemed to be
references to "Letter Agreement".
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Please confirm that the foregoing is in accordance with your understanding of our
agreement by signing and returning to us a copy of this Agreement.
Very truly yours,
Kuraray America, Inc.
By: 99�//
Name: 66D41
Title:ry�xl7 C
Accepted and agreed:
E.I. du Pont de Nemours nd Company
By:
William 7. Harvey
President — DuP t Pa aging & Industrial Polymers
DEQ-CFW 00065480