HomeMy WebLinkAbout20240820_Application_Redacted SISUNROCK�
SUNROCK INDUSTRIES LLC
August 13, 2024
Tracy E Davis,PE
Director of Environmental Compluno
200 Horizon Drive,Suite 100
CERTIFIED AWL-RETURN RECEIPT REQUESTED Raleigh,NC 27615
70211970 0000 2819 8219
Mr.Adam Parr, PE
State Mining Engineer
NCDEQ—Division of Energy, Mineral and Land Resources
1612 Mail Service Center
Raleigh, NC 27699-1612
RE: Corporate Name Change to Sunrock Industries LLC
Dear Mr. Pam
This letter is to notify your office that Carolina Sunrock LLC has undergone a Corporate Name Change that became
effective July 31,2024. Our new Corporate Name is Sunrock Industries LLC. While our corporate address and phone
number remain unchanged,our Company Officer has changed to Zach Satterwhite, Chief Operating Officer. As we have
recently received the official legal paperwork documenting this name change,we are submitting the following
documentation to you per the guidance provided on Page 6-5 in the Surface Mining Manual so that you may update our
mining permit cover pages accordingly:
• This original and one copy of a letter outlining each mining permit number and mine name impacted by this
name change: Mining Permit Nos.39-06(Butner Cry),91-02(Kidrell Qy),17-02(Prospect Hill Cy), and 73-02
(Woodsdale Qy); NOTE: we are attaching an updated Page 1 of the mining permit application for each site
with Mr.Satterwhite's name and signature.
• A non-refundable processing fee of$100 per site,or$40 total in this case: See attached check.
• A new reclamation bond in the new company's name: See attached draft updated Letter of Credit for your
approval so that we may proceed with final execution/signatures.
• A new Land Entry Agreement(I-FA)for each permit See attached updated LEAK for each of the four permits.
Thank you for your time and consideration in this matter. Please contact Scott Martino or me by email or at IS19) 747-6400
if you have any questions or need additional information.
Sin re
T cy 'Y,
2vis, PE
Director of Environmental Compliance
Attachments
w . wmoclgwpaxn
NORTH CAROLINA MINING State of North Carolina 1612 Mail Service Center
PERMIT APPLICATION Department of Environmental Quality Raleigh,NC 27699-1612
Division of Energy,Mineral,and Land Resources (919) 707-9220
NOTE:It is recommended that you contact the appropriate Regional Office or the Raleigh Central Office for a PRE-
APPLICATION MEETING to discuss your intentions and address any questions.
1. Name of Mine Kittrell Quarry
County Vance River Basin Tar-Pamlico
Latitude(decimal degrees to four
places) 36.1746
Longitude(decimal degrees to four
places) -78.4419
2. Name of Applicant Sunrock Industries LLC
Applicant Contact Tracy Davis Consultant Contact
Applicant Email tdavis@thesunrockgroup.com Consultant Email
Telephone 919-747-6329 Telephone
Cell Phone 919-622-4215 Cell Phone
3. Permanent Address for Receipt of
Official Mail" 200 Horizon Drive Suite 100
Raleigh, NC 27615
4. Mine Office Address 214 Sunrock Road f
Kittrell, NC 27544
5. Mine Manager Ryan Emo
Mine Manager Email remo@thesunrockgroup.com
Telephone 919-747-6332 Cell Phone 919-632-1066
1 certify that all details contained in this permit application are true and correct to the best of our knowledge.We
fully understand that any willful misrepresentation of facts will be cause for permit revocation.
Signature' _�EDate
Print Name Zach Sa hite
Title Chief Operating Officer
*This will be the name that the mining permit will be issued to and the name that must be indicated on the reclamation bond,securit•;that
corresponds to this site.
'The Division of Energy,Mineral,and Land Resources must be notified of any changes in the permanent address or telephone number.
*"Signature of company officer required.
G.S.74-51 provides that the Department shall grant or deny an application for a permit within 60 days of receipt of a complete
application or,if a public hearing is held,within 30 days following the hearing and the filing of any supplemental information
required by the Department.All questions must be addressed,and all required maps provided before this application can
be considered complete.Attach additional sheets as needed.
Revised September 21, 2021 P a g e l
NORTH CAROLINA MINING State of North Carolina 1612 Mail Service Center
PERMIT APPLICATION Department of Environmental Quality Raleigh, NC 27699-1612
Division of Energy,Mineral,and Land Resources (919) 707-9220
G.LAND ENTRY AGREEMENT
We hereby grant to the Department or its appointed representatives the right of entry and travel upon our lands or operation
during regular business hours for the purpose of making necessary field inspections or investigations as may be reasonably
required in the administration of the Mining Act of 1971 pursuant to G.S.74-56.
We further grant to the Department or its appointed representatives the right to make whatever entries on the land as may be
reasonably necessary and to take whatever actions as may be reasonably necessary in order to carry out reclamation which the
operator has failed to complete in the event a bond forfeiture is ordered pursuant to G.S.74-59.
LANDOWNER: APPLICANT:
Signature Signature*
Print Name :Zacjatterwhie Print Name ZZach tterwhie
Title(if applicable) Chief Operating Officer Title
p 9 Chie Qperatina officer
Company(if applicable) SunrOck Industries LLC Company Sunrock Industries LLC
Address 200 Horizon Drive Suite 100 Mine Name Kittrell Quarry
Raleigh, NC 27615 Telephone 919-747-6439
Telephone g 19-747-6439 Date Signed
Date Signed / R"."t C I I
*Signature must be the same as the individual who signed Page 1 of this application.
One original and five 5,)copies of the com leted application,six(6)copies of all location maps,mine mans and
reclamation maps,and the appropriate Processing fee in the form a check or money order Payable to the North Carolina
Department of Environmental Quality must be sent to the Raleigh Central Office at the address listed on the front cover
of this aPD11cation form.
Inquiries regarding the status of the review of this application should be directed to the Mining Program staff at(919)707-9220,
Revised September 21,2021 P a g e 119
NORTH CAROLINA
Department of the Secretary of State
To all whom these presents shall come, Greetings:
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby
certify the following and hereto attached to be a true copy of
APPLICATION FOR AMENDED CERTIFICATE OF AUTHORITY
OF
SUNROCK INDUSTRIES LLC
the original of which was filed in this office on the 31 st day of July, 2024.
IN WITNESS WHEREOF,I have hereunto set my
hand and affixed my official seat at the City of
Raleigh,this 31st day of July,2024.
o �
scanm verify ovlioe.
Cettificetion#C202421300110-1 Refetence8 C202421300110.1 Page: l of g Secretary of State
Verify this cer ificete online at https://w .w .gav/vetifmfm
• File an Annual Report/Amend an Annual Report • Upload a PDF Filing • Order a Document Online•Add
Entity to My Email Notification List • View Filings • Print a Pre-Populated Annual Report form • Print an
Amended a Annual Report form
Limited Liability Company
Legal Name
Sunrock Industries LLC
Prev Legal Name
Carolina Sunrock LLC
Prev Legal Name
Carolina Sunrock LLC
Prev Legal Name
Carolina Sunrock LLC
Prev Legal Name
Carolina Sunrock LLC
Information
SOSId: 0719538
Status: Current-Active O
Date Formed: 4/5/2004
Citizenship: Foreign
State of Incorporation: DE
Annual Report Due Date: April 15th
Currentpnnual Report Status:
Registered Agent: Pfohl, Bryan M
Addresses
Mailing Principal Office Reg Office
200 Horizon Drive, Suite 100 200 Horizon Drive, Suite 100 200 Horizon Drive, Suite 100
Raleigh, NC 27615 Raleigh, NC 27615 Raleigh, NC 27615-4947
Reg Mailing
200 Horizon Drive, Suite 100
Raleigh, NC 27615.4947
Company Officials
All LLCs are managed by their managers pursuant to N.C.G.S. 57D•3.20.
Corporate Controller Authorized Signatory Chairman of the Board
Michael Callahan Jeff Codcman Bryan M. Pfohl
200 Horizon Drive Suite 100 200 Horizon Drive Suite 100 200 Horizon Drive,Suite 100
Raleigh NC 27615 Raleigh NC 27615 Raleigh NC 27615
«, Wr9 I Request for Taxpayer I Give form to Me
me,.NwhMen Identification Number and Certification re.,5,startar.Donot
PapameM of Ye T'NSuy (hoto wWWJI4.gpv/FNmW9ferinamlglonavN tlm boost MrormNbn. BeM to Me Ms.
name Pnnnw S[rvica
Before you bade.For guidishor mind to the purpose of Form W-S,are Puyore of Fume,babes.
t mmePrmoyawvmw.An emmwieaum.IFinaaw aaprkmrwa;wetwaatarey,mtatreowmnnawmkwl,roe mtxtre bua'eresvlielepawp
mays mawmnneaa
SUNROCK INDUSTRIES LLC
d eu6ernuMd'mewrdtl lrebrwe,YalYwwt ednakb'R.
MCMd Me apprm.Webox rm htlnYYvcNcslsWbn«lhewbM1AMdWMnnmmeb vlleM anYre l.CMek 4E[empEpr ieotl®ppMeKyta
mhvreof McMbdrnaevm hors. wn.mmes, n«esiaeh:
8 ❑ YawduauwN WOPWar ❑ cagm«eem 0 Sansomer ❑ PannoaBr ❑ Twdhsw. °C t^anoaen=«twwap
O atG.Enet®,urarwamnlc-cmrpwelbn.s=smmaalim P.P«exaNpl 5 aempt wreexoae awls
NOW.Cnecklaa YC"nareoow M,FIMeMryapace,enla Meepprog4tewhlC.9,wPJb Menx
cwaaifiee0.nMgeLLG.wIWaXiSatlwyaraN mlry.Amryadea mlbslm104WeepcnwktMaPPePaw fivraaar icon Fpp nA[aaNTatt
S wxmrde taawwlewammnwmr cgmptmr lFwTLQN rewmro
� ❑ahwlewlmneoem) «aearPhy)r�
M nmereas ruining thish re Ma aTnreeema:aware in m vaelmM•rssimrxem arleel'vl. (Ammer he amasms manrenwd
mares a.wadmra use tamaaPaMrwnb.rNa,IXwaleawen wu ranmonrearp xae xennx needs the tnMm.4an)
$" rob wxnyaatwemvtwWtwanemaamr«5.IwlaWtwsa;wtaaaw . . ❑
a Adbw to ,,must,a age or ease Fail Se.waYgaYaa t ushouea man ere wager musawn
200 HORIZON DRIVE SUITE 100
Y Cfly.elen bPa
RALEIGH,NC 27615
] wteamunnwr6ppfnwµmuwwt
MAIN Taxpayer Identification Number I
Enter your TN In the appropriate box.TM TIN povlUad must mattll tre name gem an the l to even SwW re'
backupaknaamg.Fa r.erm.miaregeeesabyma9o®i wsalaMraamer(same.Floweaer,fora
nefdent arlen,nbpitourr ,ar tliarebawktl emiw,war0edonothnstar PatI,War.Fa Diller
amities,it is your emPleya itlmdflcabn number�N4 Yyou m eta Mve a mrrr6ar,age Haw ro gate
Or
i1lY,Wa.
Nuber To amount h in man Yon uid name,an
the irwMagnsht Yne 1.Sn Mso What Nair am'
Numbw To Oha ar Rnussfe.fo.guidelines n ornate numbm name.
airam Certification
UntlapeneXia ofperPlry,1 code Mai:
1,The numbershown an Me form crtrycarttt texpaya nntllkatan rosnherinl em waiarg is a rwmberw be'Issuetl to met:antl
2.1 met rant autJtt9 b DmkuPwXhtoning rewuwle)I w axemplhom backupwiYMobeg,IXry)I revs rot Icon Irotifwtl bYfhe Imemal Revenge
Service gP aE,bm ted to 1 backup sket withholding;no
3.1 am a U.S.cY¢m or Other U.S.person idef nsd tweet,and
C.The FATCA axles)emend on the town lit any)indenting that I are ewmG from FATCA entering b cmreG.
Cerritos on wtswtions.You must arose out hear 2 ewe a We here ban redfied by its IRS that you are currmtN sapacl to bambp w MDMP
hones you ease tailed to need at interert and divbenls nWia tar mhnn,For real estae reservations.hem2 does not early.For mortgage interest Wed,
acquisition or arendonn rs ofaevretl pmpnty,cemelatm ofllebt camtiwtpm b niMewusef retiremem arnnganrw M,and,gateregy.pe fords
xXer ran interest end Guide You she not / to ' Me caY& OM by must erne yoamrtMt TH.Smthe nSWmipna far Pat 1,Wa.
Here uUALppturaw esen / _ �l� rot. / /S ( /�,y
General Instructions New the Se hw horn adder b Mbbm.a Mw.Mmxgn.mi y;a
squired ro compete Mls 6ne ter hadam eMat it hasdFect amarect
Section reareuues are to the Inform Raaenue Code unless othmNw foreign pothers,owner,or berefciadw when It proddw Me Form W-g
Wed. to another Yow-through entity to which It has an ownership Interest.Thla
Future devnepmerrs,For the latest Wormagn shout dwebpnleres change he Waded to prodde eflovrMrough amity with Information
reigned to Fmro W-9eM as eSWciems,sun as lagisialien woad retarding the status of Us brothers foreign garters,xYmem,or
offer they were publishn.go to wwwfn.nv/FarmlM. benefdlaries,so teal it then satisfy any eradicable nportig
mquiremnls.For camisole.a partnership that haul ary;nhe;ent foreign
What's New - Penns returns regdrea to compmte ScredwasK-z era KS.Sesine
Partnership earNns far Standen K-2 and KS(Fam 1065).
tMe 3a nit burn moddietltx Gaity now a daregmtlM emily nmplelea
m;s fine An uc mat ilea regam:a mhry snoun check the Purpose of Form
aPPromWebw i«the ease art enter I Psboreate tax w,it An lnde ua at wdty g7one W4 requesNd who b requbel to ne an
aMWd conk dro"tI.G"Ixtt ad enter its epProPlMa faX Cb5shW911pn. inf«nolin rave Win the IRS he gINng You ibis lotto nose"trey
are.W.Imaix Form W-s;tar.a-2Y]q
awma
Standby Letter of Credit Amendment Request
Date:08/01/2024
To: Capital One,N.A.
802 Delaware Avenue
Department Ildemal Zip 18056-0500
Wilmington,DE 19801
Attention:Trade Finance Services
This amendment request is subject to the agreement as slated in the Application and Agreement for a letter of credit R is
understood that this amendment is subject to acceptance by the benefldary.All other terms and conditions of the Credit remain
unchanoad.
We request you to amend via: ®Courier ❑SWIFT
Letter of Credit Reference: Amount $1,000,000.00
Please amend the above-mentioned L/C reference as follows:
❑Extend Expiration Date To:
❑Increase L/C Amount By:
❑Decrease L/C Amount By:
❑New L/C Balance:
AmowtdNew L/CBatahrce In Words:
Am®dmmtNe¢eave A liable
1. Amend applicant name to:Shmrock Industries LLC per legalname change and provided secretary of state
documentation
2. Amend applicant address to: 200 Horizon Drive,Suite 100,Raleigh,NC 27615 USA
o0w.
Sunrock Industries LLC
(NAME OF APPLICANT COMPANY OR CORPORATION)
(AUTIiORIZED SIGNATURE)
To be oom p leted by Loan Administration Department _
Olfiuer's Authorization
Name: Officer No.: Initials:
LADIPOST CLOSING APPROVAL: LJ ACBS I Ll ALS
Disbursement I Reviewed By:
Number
per: Ezta�imn:
R M4-EW
Capita'
Continuing Agreement for Irrevocable Standby Letters of Credit
DEFINED TERMS
"Account Party"means any party other than the Applicant for whom Credits are issued.
"Agreement" means this Continuing Agreement for Standby Letters of Credit.
"Applicant"means any party and all parties signing this Agreement or the Application.
"Application" means any and all applications submitted to the Bank by the Applicant for issuance of
a Credit as such applications may be amended or modified from time to time with the written or oral
consent of the Applicant.
"Bank" means Capital One, National Association and its successors and assigns.
"Credit" means any and all letters of credit issued by Bank by order of Applicant pursuant to the
Application.
"Instrument" means any draft, receipt, acceptance, tele-transmission (including, but not limited to.
SWIFT message)or other written demand for payment.
'Property"means goods and merchandise and any and all documents relative thereto, securities,
funds, chooses in action, and any and all other forms of property, whether real, personal, or mixed
and any right or interest therein.
"Uniform Customs and Practice' means the International Standby Practices ("ISPSW), or, if
specified in the Credit issued by the Bank for the Applicant the Uniform Customs and Practice for
Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 or
any subsequent revision thereof adhered to by the Bank on the date the Credit is issued.
AGREEMENT FOR IRREVOCABLE STANDBY LETTERS OF CREDIT
In consideration of the issuance by the Bank of each Credit substantially as requested in the
Application, the Applicant hereby agrees with the Bank as follows with respect to such Credit:
1. Reimbursement Obligations.
a. No later than the first business day after Applicant receives notice from the Bank that
payment has been made under such Credit, the Applicant will pay the Bank on demand at
the Bank's principal office or such other office as is designated by the Bank, in immediately
available funds, the amount required to pay each Instrument presented in connection with
such Credit. Such payment shall be made with interest, if any, payable pursuant to Section
2(b)(I) below from the date of the Bank's payment of such Instrument to the date of
reimbursement. If the Instrument is in a foreign currency, such payment shall be in United
States currency at the higher of the Bank's or the Bank's comespondent's selling rate of
exchange for cable transfers to the place of payment of the Instrument current on the date of
payment or the Bank's settlement of its obligation or the date of demand as the Bank may
require. If, for any cause, on the date of payment or settlement, as the case may be, there Is
no selling rate or other rate of exchange generally current in New York for effecting such
transfers, the Applicant will pay the Bank on demand an amount in United States currency
equivalent to the Bank's actual cost of settlement of its obligation however or whenever the
Bank shell make such settlement, with interest from the date of settlement to the date of
payment. The Applicant will comply with all governmental exchange regulations now or
hereafter applicable to the Credit or Instrument or payments related thereto and will pay the
Bank, on demand, in United States currency, such amount as the Bank may be or may have
been required to expend on account of such regulations.
b. The Bank may debit the Applicant's demand deposit account referred to in the Application,
and any other account or accounts maintained by the Applicant with any office of the Bank,
or any subsidiary or affiliate thereof(now or in the future), excluding any escrow, trust or
other special accounts, and apply the proceeds to the payment of any and all amounts owed
by the Applicant to the Bank hereunder. The Applicant shall during the life of all Credit
maintain the account referred to In the ApPlicaton.
2. Fees Expenses. Etc. In addition to the reimbursement obligations above, the Applicant will pay
the Bank the following amounts:
a. on demand, the Bank's reasonable costs and expenses paid or Incurred by the Bank and the
Bank's correspondents in connection with the Credit, including, but not limited to,
reasonable fees and charges of counsel in connection with the performance or enforcement
of this Agreement or the Credit;
b. unless otherwise agreed in wining by the Bank,on demand:
I. Bank's standard fees and charges (or if agreed in writing by the Bank, such other fees
and charges) in respect of letters of credit and related services; and
it. Interest on amounts not paid when due, at the rate of the teaser of (i)the maximum rate
permissible under applicable law, or(ii) the Prime Rate, which shall mean the highest
rate of interest from time to time published in The Wall Street Journal as the prime rate,
plus 4% per annum.
c. on demand, such amounts as the Bank in its sole discretion determines are necessary to
compensate it for any costs, expenses, or loss of income attributable to its issuing or having
outstanding such Credit resulting from the application of any law or regulation applicable to
the Bank regarding any reserve, assessment, capital adequacy or similar requirement
relating to letters of credit or related liabilities or assets of the Bank whether existing at the
time of issuance of the Credit or adopted thereafter, and the Applicant agrees that the
Bank's allocation for purposes of determining the costs referred to above shall be conclusive
and binding upon the Applicant provided such allocation is made in good faith.
3. Financial Information During the time any Credit issued by Bank on Applicant's behalf remains
outstanding, to the extent such financial statements are not filed publicly with the United States
Securities & Exchange Commission, Applicant shall supply Bank with financial statements and
such financial and other information as reasonably requested by Bank from time to time.
4. Other Agreements Obligations Absolute. The Uniform Customs and Practice shall be binding
on the Applicant and the Bank except to the extent it is otherwise expressly agreed In writing. It
is also agreed that:
a) user(s) of the Credit shall not be deemed agents of the Bank;
b) none of the Bank, its affiliates, subsidiaries. or Its corespondents shall be responsible for
and neither Bank's powers and rights hereunder nor Applicant's obligations shall be affected
by:
I. failure of any Instrument to bear any reference to the Credit or inadequate reference in
any Instrument to the Credit, or failure of documents (other than documents expressly
required to be presented under the Credit) to accompany any Instrument at negotiation,
or failure of any person to note the amount of any Instrument on the reverse of the
Credit, or to surrender or take up the Credit or to forward documents apart from
Instruments as required by the terms of the Credg, each of which provisions, if contained
in the Credit itself, it is agreed may be waived by the Bank; or
Rev. 11-03-2022 Page 2 of 11
ii. errore, omissions, interruptions or delays In transmission, or delivery of any messages,
by mail, courier facsimile, electronic or other tale transmission or by oral instructions,
whether or not they may be in cipher;
Ill. any acts or omissions of any beneficiary of the Credit or assignee of the Credit, if
assignable;
iv. the existence, nature, amount, condition, or delivery of the property purporting to be
represented by documents or any variance from descriptions therein;
V. the nature, validity, form, sufficiency, genuineness or collectability of any documents
(including insurance), or Instruments, or of any endorsement thereon, or the relationship
of any issuer thereof of the property, even if such Instruments, documents or
endorsement should In fact prove to be in any or all respects invalid, inaccurate,
fraudulent or forged (and notwithstanding that Applicant shall have notified Bank
thereof);
vi. any irregularity in connection with shipment, including any default, oversight, or fraud by
the shipper and or any other in connection with the property or documents or the
shipment, non-shipment or transmittal thereof, or delay in arrival thereof, failure to
arrive, or failure to give notice of shipment or arrival thereof;
vii. any act or omission pursuantto Applicant's instructions;
vill. any other act or omission of Bank or its affiliates, subsidiaries, correspondents or agents
other than any such act or omission arising from its a their gross negligence or willful
misconduct (each as determined in a final, non-appealable judgment by a court of
competent jurisdiction);
ix. any act or omission, whether rightful or wrongful, of any present or future de jure or de
facto government or governmental authority, "governmental acts", or any other cause
beyond the control of the Bank, Its correspondents, and agents.
c) the Bank shall not be responsible for any act, error, neglect or default, omission, insolvency
or failure In business of any of its correspondents;
d) the occurrence of any one or more of the contingencies or events referred to in the Uniform
Customs and Practices or in the preceding clauses of subparagraphs (b) and (c) shall not
affect, Impair, or prevent the vesting of any of the Bank's rights or powers hereunder or the
Applicant's obligation to make payment;
e) the Applicant will promptly examine:
i. the copy of the Credit (and of any amendments thereof) sent to it by the Bank;
and
ii. all Instruments and documents delivered to it from time to time and, in the event
Applicant has any claim of non-compliance with the instructions provided to Bank
or of any discrepancy or other irregularity or any objection to any action taken by
Bank with respect to any Credit, Applicant will notify Bank thereof in writing
within two business days after Applicant's receipt of a copy of such Credit (or
amendment thereto), or other instrument or document, as applicable, and
Applicant will conclusively be deemed to have waived any such claim against
CONA and its subcontractors, servicers and agents unless such notice is given
as aforesaid. This Section 3(a) is intended to substitute two business days for
the "not unreasonable"time period set forth in Rule 5.09 of ISP98;
Rev. 11-03-2022 Page 3 of 11
f) Without limiting the generality of the foregoing, Bank may (1) receive, accept or pay as
complying with the terms of a Credit any Instruments or other documents, otherwise in
order, which are signed by or Issued to any person or entity acting as the representative of,
or in the place of, the party in whose name such Credit provides that any Instrument or other
documents should be drawn or issued, (2) waive its stipulation that the bank nominated in
the applicable Credit shall accept or pay the Instruments, and Bank may then accept
presentations of Instruments and documents for payment directly, (3) honor any
presentation under such Credit that appears on its face to substantially comply with the
terms and conditions of such Credit even if it does not appear to strictly comply, (4) replace
a purportedly lost, stolen or destroyed original Credit with a replacement marked as such or
waive a requirement for its presentation, (6) select any bank to act as advising, transferring,
confirming and/or nominated bank with respect to any Credit under the law and practice of
the place where it is located (if the application for such Credit requested or authorized such
advice, transfer, confirmation andfor nomination, as applicable), and (6) amend any Credit to
reflect any change of address or other contact Information of Bank or any beneficiary;
g) The Applicant on behalf of itself and each Account Party agrees to hold the Bank, each
affiliate and subsidiary of the Bank, and the correspondents of any of them indemnified and
harmless against any and all claims, loss, liability or damage, including, but not limited to,
reasonable and documented counsel fees, howsoever arising from issuance of the Credit or
any act or omission (other than any such act or omission arising from its or their gross
negligence or willful misconduct)pursuant to instructions or otherwise in connection with the
Credit including, without limitation, any such claim, loss, liability or damage arising out of
any transfer, sale, delivery, surrender or endorsement of any document at any time held by
the Bank or any of its affiliates or subsidiaries, or held for the account of them by any
correspondent of any of them or arising out of any action for Injunctive or other judicial or
administrative relief and affecting, directly or indirectly, the Bank or such affiliate or
subsidiary. The occurrence of any event set forth above shall not affect or Impair the rights
or powers of the Bank or Applicant's obligation to reimburse the Bank;
h) Notice from the Bank's correspondent of payment, acceptance or other action under the
Credit shall be conclusive evidence of the Applicants liability to reimburse the Bank as
provided herein;
1) The Applicant has not relied on the Bank in any manner in connection with the wording of
the Credit, including, but not limited to the drawing conditions or the structuring of the
underlying transaction, the same being Applicants responsibility undertaken with
opportunity to consult counsel; and
j) Bank shall not be under any obligation to issue, amend or renew any Credit hereunder
except in its sole discretion.
5. Claims and Proceedings.
a) The Applicant on behalf of itself and each Account Party agrees not to initiate or acquiesce
in any judicial, administrative, or other proceeding for any injunctive or declaratory relief to
block the Bank from paying the Credit. This prevision shall apply notwithstanding any fraud
covered by Section 5-109 of the Uniform Commercial Code (or successor section). The
Applicant on behalf of itself and each Account Party acknowledges that remedies for all
such fraud related risks have been adequately considered in the agreements between the
beneficiaries of the Credit and the Applicant and/or the Account Party.
Rev. 11-03-2022 Page 4 of 11
b) Any claim against the Bank shall be limited to actual damages with no liability for
consequential, incidental, special or punitive damages. Any action for damages by the
Applicant against the Bank must be commenced within one year after the claim arises.
c) The Applicant on behalf of itself and each Account Party requests that the Bank accept and
act upon instructions, to issue Credit and to amend existing Credit upon the Bank's reoelpt
of written instructions by facsimile and/or electronic or other tele-transmission. In the event
the Bank honore such instructions (and the Bank need not so honor)the Applicant on behalf
of itself and each Account Party Indemnities and holds harmless the Bank from and against
any claims, actions, suits, liability, costs, expenses, and damages including, but not limited
to, attorney fees, arising out of the Bank's honoring such request, so long as the instructions
are given by anyone purporting to be authorized to give such instructions for the Applicant
or the Account Party. All such instructions must contain such information as determined by
the Bank in its sole discretion and shall be governed by this Agreement, Including, but not
limited to, Section 9 hereof.
7. Events of Default.
a) Any and all obligations and liabilities of the Applicant to the Bank, whether now existing or
hereafter incurred (Including the future obligation to pay hereunder), shall become and be due
and payable forthwith without notice or demand, which Applicant hereby waives, as follows (an
"Event of Default"):
1. If the Bank shall in good faith deem itself insecure at any time;
ii. upon death, dissolution, winding up or cessation of business of the Applicant;
iii. if any obligation and/or liability of the Applicant to the Bank or any of its affiliates or
subsidiaries shall not be paid or performed when due, or any event of default as such is
defined under any material agreement to which the Applicant is a party remains uncured
after any appropriate cure period thereunder.
iv. if Applicant shall become insolvent (however such insolvency may be evidenced or
defined), file or have fled against it any petition in bankruptcy or insolvency, make a
general assignment for the benefit of creditors, suspend the transaction of its usual
business, or be expelled or suspended from any exchange, or if an application is made
by any judgment creditor of Applicant for an order directing Bank to pay over money or
to deliver other property, if a petition is filed by or against Applicant, or any proceeding is
instituted by or against Applicant for any relief under any bankruptcy or insolvency laws
or any law relating to the relief of debtors, readjustment of indebtedness, reorganization,
composition or extensions, or if any governmental authority, or any court at the instance
of any governmental authority, shall take possession of any substantial part of the
property of Applicant or shall assume control over the affairs or operations of Applicant,
or if a receiver or custodian shall be appointed of, or a writ or order of attachment or
garnishment shall be issued or made against any of the property or assets of Applicant;
V. if any material provision of this Agreement or any security documentation executed in
connection herewith shall for any reason cease to be valid and binding on or enforceable
against Applicant or any affiliate thereof, or any Applicant or affiliate thereof shall so
state in writing or bring an action to limit Its obligations or liabilities thereunder; or this
Agreement ar any such security documentation shall cease to create a valid perfected
security interest in the applicable collateral;
vi. if the Applicant fails to comply with any material provision of this Agreement;
Rev. 11-03-2022 Page 5 of 11
vii. or tl any representation or warranty made to obtain credit or extension thereof is not true
and correct in all material respects.
b) It is further agreed that;
I. in the event of any of the foregoing, the Applicant shall, on demand of the Bank, deliver,
convey, transfer or assign to the Bank collateral of a value and character satisfactory to
the Bank, or make such payment as the Bank may require, and
It. If a temporary order, an injunction (preliminary or permanent) or any similar order is
Issued in connection with the Credit or any Instrument or documents relating thereto,
which order, injunction or similar order may apply, directly or indirectly, to the Bank, the
Applicant shall, on demand of the Bank, deliver, convey, transfer or assign to the Bank
collateral of a value and character satisfactory to the Bank, or make such payment as
the Bank may require.
c) Upon the occurrence of an Event of Default, in addition to the foregoing, the Bank shall have
all of the rights and remedies provided for herein and at law and including, but not limited to,
those under the Uniform Commercial Code.
8. Walvers and Acknowledgments. The Applicant agrees that all of the Bank's rights and liens
hereunder shall continue unimpaired, and the Applicant shall be and remain obligated In
accordance with the terms and provisions hereof, notwithstanding any release or substitution of
any property pledged as security, or any interest therein, and notwithstanding any delay,
extension of time, renewal, compromise, or other indulgence which may occur or be granted by
the Bank, including without limitation the release or modification of the obligations of any person
or entity obligated to the Bank hereunder. No delay, extension of time, renewal, compromise or
other indulgence which may occur or be granted by the Bank, shall impair the Bank's rights or
powers hereunder. The Applicant further agrees that the Bank shall not be deemed to have
walved any of its rights hereunder unless the Bank, by its authorized agent, shall have expressly
waived such rights in writing; and its obligations hereunder shall continue in force and shall be
binding upon the Applicant and the Applicant's heirs, executors, administrators, successors and
assigns notwithstanding any change in the composition of any entities which are parties hereto
or users of the Credit, whether such change occurs by the accession, secession, or death of
one or more partners or otherwise. If the Applicant is a partnership, Its obligations hereunder
shall continue in force and apply, notwithstanding any change in the membership of such
partnership, whether arising from the death or retirement of one or more partners or the
accession of one or more new partners. If the Applicant is a banking institution, the Applicant
hereby appoints the Bank its agent to issue the Credit in accordance with, and subject to this
Agreement and the Application. If more than one entity and/or persons sign this Agreement,
each of them shall be jointly and severally liable hereunder and all the terms and provisions
regarding liabilities, obligations and Property of such entities and/or persons shall apply to any
liabilities, obligations and Property of all of them. The rights of the Bank under this Agreement,
the Credit, the Application and any related documents shall be cumulative, and the exercise of
partial exercise of any such right or remedy shall not preclude the exercise of any other right or
remedy.
9. Instructions to the Bank. Apparent Authoritv Instructions hereunder(whether by oral, telephone,
facsimile, electronic or other means) may be honored by the Bank when received from anyone
purporting to be authorized to give such Instructions for the Applicant. The Applicant agrees to
furnish the Bank with written confirmation of each such Instruction signed by the person giving
such instruction, or other authorized officer, but the Bank's responsibility with respect to any
instruction shall not be affected by its failure to receive or the content of such confirmation, and
in the event of any such discrepancy the original instructions shall govern. The Bank shall have
no responsibility to notify the Applicant of any discrepancies between the Applicant's
instructions and its written confirmation. The Bank shall be fully protected in, and shall incur no
Rev. 11-0.9-2022 Page 6 of 11
liability to the Applicant for, acting upon any oral, telephone, teleprocess or other instructions
which the Bank in good faith believes to have been given by any authorized person, and in no
event shall the Bank be liable for special, consequential or punitive damages. The Bank may,
but need not at its option, use any means of verifying any instructions received by it. The Bank
also may, at its option, but need not, refuse to act on any oral,telephone, teleprocess or other
instruction or any part thereof, without incurring any responsibility for any loss, liability or
expense arising out of such refusal. Except Insofar as written instructions may be given by a
person purporting to be an authorized representative of the Applicant expressly to the contrary
prior to the Bank's issuance of Credit, the Bank may honor as complying with the terms of the
Credit, any Instrument or other document otherwise In order signed or issued by a person
purporting to be an administrator, executor, trustee in bankruptcy, debtor in possession,
assignee for the benefit of creditor, liquidator, receiver or other legal representative of the party
authorized under the Credit to draw or issue such Instrument or other documents.
10. Account Parties. Applicant, and by the issuance of a Credit on its behalf, each Account Party
agrees that such Account Party may appear in a Credit as 'applicant,'"account party,"
'customer,winstructing Party' or the like but that (i)Applicant has the right to Issue all
instructions on any and all matters relating to such Credit, including, without limitation,
instructions as to disposition of documents and any unutilized funds, and waivers of
discrepancies, and to consent to any amendments, modifications, extensions, renewals, or
increases in such Credit or any other matter relating to this Agreement, and Bank has no
obligation to consult the Account Party in any such matter or act on any instructions therefrom,
(ill the Applicant shall provide a copy of this Agreement to each Account Party, (III) such
Account Party and each Credit issued for its account shall be subject to the terms, conditions,
waivers under this Agreement and (iv) any notice delivered to the Applicant shall be effective as
to each Account Party and each other Applicant.
11. Grant of Security, Remedies.
a)As security for the performance of all Applicant's obligations of every kind to Bank, present or
future, due or to become due, absolute or contingent, arising hereunder or otherwise
(hereinafter called "Applicant's obligations"), the Applicant hereby assigns, pledges and gives
the Bank a security interest in and a lien upon, and the right of set-off, possession, and disposal
Of.,
I. all documents or Instruments accompanying or relative to drafts under the Credit all
Property shipped, stored or otherwise disposed of in connection with the Credit or in any
way relating thereto, and, accounts or general intangibles arising therefrom or relating
thereto, and all proceeds of the foregoing;
it. all the Applicant's rights and causes of action against all parties arising from or in
connection with the contract of sale or purchase of the property covered by the Credit, or
any guarantees, agreements or other undertakings (including those in effect between
the Applicant and any account party named in the Credit), credits, policies of insurance
or other assurances In connection therewith; and
ill. Applicant's demand deposit account referred to in the Application, and any other
account or accounts maintained by the Applicant with any office of the Bank, and all
cash, securities and other property credited to such accounts now or hereafter existing,
and all other property, rights, chores in action, claims and demands of every kind now or
hereafter existing and belonging to the Applicant and which may now or hereafter be in
the possession, custody or control of, or in transit to or set apart for, the Bank, the
Bank's agents or correspondents for any purpose, whether or not for the express
purpose of being used by the Bank as collateral security or for any other or different
purpose.
Rev. 11-03-2022 Page 9 of 11
b) After the occurrence of an Event of Default, the Bank may at any time transfer into the
Bank's or the Bank's nominee's name all or part of such security, before or after maturity of
any of the Applicant's obligations and without any notice to the Applicant or any other
person. After the occurrence of an Event of Default, the Bank may,without regard to such
maturity, realize upon (by sale, assignment, settoft, application or otherwise) all or any part
of such security in each case without advertisement, notice to, tender, demand or call of any
kind upon the Applicant or any other person. Any such sale or assignment may be public,
private or upon any broker's board or exchange, for cash, on credit or for future delivery,
and at such price and upon such terms and conditions as the Bank deems appropriate. The
Bank may acquire all or any part of such security and any purchaser shall hold same free
from any equity of redemption or other claim or right on the Applicant's part, which are
hereby specifically waived and released. The Bank may discount, settle, compromise or
extend any obligations constituting such security, and sue thereon In the Bank's or the
Applicant's name. Any demands, tenders, call or notices to the Applicant shall be deemed
duly made or given as of the time left at the Applicant's last known address, or mailed
telegraphed, telephoned, or otherwise sent to such address. No advertising, notice, tender,
demand or call at any time given or made shall be a waiver of the Bank's right to proceed in
the same or other instances without any further action.
c) Proceeds of any such security shall be applied, without any marshaling of assets, in such
manner or order as the Bank may deem proper, to any one or more of the Applicant's
obligations, whether or not due, and the Bank may retain any amounts necessary, in the
Bank's sole judgment; to meet any contingent obligations. The Applicant shall remain liable
for any deficiency.
d) No receipt of, realization upon, release or substitution of, or other dealing with, any such
security shall affect the Bank's rights or liens hereunder and the Bank need not realize upon
any security prior to seeking payment from the Applicant.
e) The Bank shall not be liable for failure to collect or demand payment of, or for failure to
protest or give notice of protest or nonpayment of any obligation or relating to any part of the
collateral or for any delay. The Bank shall not be under any obligation to take any action
with respect to the collateral.
Q In addition to and not in limitation of the foregoing, the Bank shall have all the rights and
remedies of a secured party under the Uniform Commercial Code.
g) The right is expressly granted to the Bank, at the Bank's discretion, to file one or more
financing statements under the Uniform Commercial Code naming the Applicant as debtor
and the Bank as secured party and covering any property which is or becomes collateral
security under the terms of this Agreement or each other agreement or document executed
and delivered by it in connection herewith.
12. Representations and Warranties of Applicant. As of the dale hereof and on each date on which
a Credit is issued, extended or amended, the Applicant represents and warrants that: (a) the
execution and delivery of this Agreement and the Application, and the performance of the
obligations they impose, do not violate any law, conflict with any Agreement by which it is
bound, or require the consent or approval of any governmental authority or any third party; and
(b) this Agreement and the Application are valid, binding and enforceable according to their
terms; (c)all balance sheets, profit and loss statements, and other financial statements
furnished to the Bank or filed publicly with the United Stales Securities & Exchange Commission
are accurate and fairly reflect the financial condition of the organizations and persons to which
they apply on their effective dates in all material respects, including contingent liabilities of every
type, which financial condition has not changed materially and adversely since those dates. In
addition, if not a natural person, the Applicant further represents that(x) it is duly organized,
Rev. 1143-2022 Page a 0 11
existing and in good standing under the laws where it is organized; and (y) the execution and
delivery of this Agreement and such Application, and the performance of the obligations they
impose, (1) are within its powers(li) have been duly authorized by all necessary action of its
governing body; and (ill)do not contravene the terms of its articles of incorporation or
organization, or by-laws, or any agreement governing its affairs.
13. Law, Jurisdiction Service of Process. This Agreement shall be governed by and construed in
accordance with federal law and to the extent not preempted thereby, by the Internal laws of the
State of New York without reference to principles of conflict of laws. APPLICANT AGREES
THAT ALL ACTIONS AND PROCEEDINGS RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR ANY CREDIT SHALL BE LITIGATED ONLY IN COURTS LOCATED WITHIN
NEW YORK COUNTY, STATE OF NEW YORK AND THAT SUCH COURTS ARE CONVENIENT
FORUMS THEREFOR, AND APPLICANT SUBMITS TO THE PERSONAL JURISDICTION OF
SUCH COURTS AND WAIVES ANY OBJECTION TO VENUE OF SUCH COURTS. Service of
process in any action or suit arising out of or in connection with this Agreement or the Credit
may be made upon the Applicant by mailing a copy of the summons to the Applicant at the last
address specified for notices hereunder or at the Applicant's last address appearing in the
Bank's records. In any such action or any other action between the Bank and the Applicant or
any claim by the Bank against the Applicant, Applicant agrees to pay the Bank's reasonable
attorneys' fees whether at the trial or appellate court or bankruptcy court.
APPLICANT ALSO WAIVES:
a. THE RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION TO WHICH THE
BANK AND THE APPLICANT ARE PARTIES IN RESPECT OF ANY MANNER ARISING
UNDER THE CREDIT (INCLUDING, BUT NOT LIMITED TO, THIS AGREEMENT AND THE
APPLICATION), WHETHER OR NOT SUCH LITIGATION HAS BEEN COMMENCED IN
RESPECT OF THE CREDIT(INCLUDING, BUT NOT LIMITED TO, THIS AGREEMENT
AND THE APPLICATION)AND WHETHER OR NOT OTHER PERSONS ARE ALSO
PARTIES THERETO; and
b. any claim against the Bank for consequential, incidental, special or punitive damages.
14. No Waiver. It is expressly recognized and acknowledged by the Applicant that notwithstanding
anything to the contrary contained herein, the Bank does not waive its common law or statutory
rights of set-off or any other rights generally available to creditors. Further, the Bank shall not be
deemed to have waived any of Its rights hereunder, unless the Bank or its authorized agent shall
have signed such waiver in writing. No such waiver, unless expressly as stated therein, shall be
effective as to any transaction which occurs subsequent to the date of such waiver, nor as to
any continuance of a breach after such waiver. All rights and remedies provided herein shall be
cumulative and not exclusive of any rights or remedies provided by law.
15. Notices Notice from the Bank to the Applicant, or vice-versa, relating to this Agreement shall
be deemed effective if made in writing (including telecommunications) and delivered to the
recipient's address (including He facsimile number or email address) set forth on the signature
page hereof(or such other address as may hereafter be furnished to the other party by notice)
as long as delivery to the recipient's address is by any one of the following means; (p hand
delivery, (it) registered or certified mail, postage prepaid, with return receipt requested, (it!)
Federal Express or like overnight courier service, or (iv) facsimile or email with request for
receipt; provided that if an email notice is returned as undeliverable, the party providing the e-
mail notice shall provide such notice in writing as otherwise provided for in this paragraph.
Notice made in accordance with this section shall be deemed delivered on receipt.
16. Termination. Either Bank or the Applicant may terminate this Agreement and the services
described herein with or without cause upon written notice of its intent to terminate this
Agreement delivered to the other party hereto in accordance with Section 15 hereof(a
'Termination Notice"). The Applicant agrees, upon delivery of a Termination Notice, to
Rev. 11-03-2M2 Page 9 of 11
promptly (but in any event within 60 days of delivery of such Termination Notice), cause each
Credit to be returned to Bank(the date of such delivery of all such Credits, the 'Terminatlon
Date-).
17. Miscellaneous. This Agreement and any security or other documentation executed in
connection herewith represent the entire understanding of the parties and there are no other
agreements, representations, or understandings. Any prior continuing agreement between the
parties Is superseded by this Agreement. This Agreement may be changed or amended only by
an instrument in writing signed by the party against which enforcement is sought. This
Agreement and all rights, obligations and liabilities arising hereunder shall be binding upon and
inure to the benefit of the Bank and the Applicant and their respective successors and permitted
assigns but may not be assigned by the Applicant without the prior written consent of the Bank.
Any provision hereof which may prove unenforceable shall not affect the validity of any other
provision. Headings are for convenience only and shall not Influence construction or
interpretation of this Agreement. This Agreement may be executed in any number of separate
counterparts, each of which shall collectively and separately constitute one instrument. The
parties consent to the use of electronic signatures and delivery of an executed counterpart of
this Agreement and any other document or Instrument executed in connection herewith
(including in connection with any Credit) by electronic transmission (including in "pdf' format)
each of which shall have the same legal effect, validity, or enforceability as a manually executed
and delivered counterpart hereof or thereof.
[SIGNATURE PAGE FOLLOWS)
Rev. 11-03-2022 Page to Or 11
Bank: Applicant:
CAPITAL ONE, NATIONAL ASSOCIATION SUNROCK INDUSTRIES LLC
By: By:
Name: Benjamin Lucas Name: Bryan M. Plohl
Title: Duly Authorized Signatory Title: Manager
Date:
Address for Bank notices: Address for Applicant notices'
Trade Finance Services Sunrock Industries LLC
Department Internal Zip 18056.0500 200 Horizon Drive, Suite 100
Capital One, National Association Raleigh, NC 27615
802 Delaware Avenue
Wilmington, DE 19801
Phone: 877-225-7309
Email: trade.serylceel7e caolialOne com
With copy to:
Capital One, National Association
Attn: Benjamin Lucas
Email: Benjamin.Lucasocapitalone.com
Rev. 1143-2022 Page 11 Df 11