NCG030127_COMPLETE FILE - HISTORICAL_20171121 (2)

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
N CC7 D 3 i'
DOC TYPE
HISTORICAL FILE
0 MONITORING REPORTS
DOC DATE
❑ �'O I % I I a-
YYYYMMDD

19 GRANGES
November 21, 2017
NC DEQ-Division of Energy, Mineral and band Resources
1612 Mail Service Center
Raleigh, NC 27699-1612
�s .Z017
Facility Permit: NCG030127
Re: Update Facility Address, Contact Names and Tel Numbers for Stormwater
NPDES Permit
Granges Amercas, Inc.-SRM
1709 Jake Alexander Blvd, S
Salisbury, North Carolina 28146-8365
Dear Sir/Madam:
Based on the NC DEQ- Division of Energy, Mineral and land Resources letter dated
October 17, 2017, we found several updates to the permit information were needed to
keep the permit status current. Please note the facility owners, operations and number
of outfalls at the site did not change since issuance of the new permit. However, a few
names and contact info has changed and they are as follows:
1. Facility Name
Granges Arm
2. Se Address
1709 Jake Alexander Blvd. S
Salisbury, North Carolina 28 46-8365
I
=er
itle, tel/fax numbers and Email
Site Manager
704-637-4514
Fax: [phone]
Email: ranges. corn
4. Site Contact Name, Title, tel/fax numbers and Email
Ms. Robin Tolliver
EHS/HR Manager
704-637-4546
Fax: [phone]
Email: [e-mail]

IV GRANGES
We did not find any suitable NC DEQ Form to update this information and based on our
conversations with Mooresville Regional Office Stormwater Section, attached please see
the Permit Name/Ownership Change Form for the changes in the permit application.
We appreciate your help and cooperation on the progress of this project. Please call
Ms. Robin Tolliver at 704-637-4546 or me at [phone] or Mr. Chalam Pakala at
704-541-4042 if you have any questions or comments on the stormwater permit names
and tel phone number updates.
Res/Joyner
b ed,
Jas
Site manager
CC: Mooresville Energy, Mineral & Land Resources Regional Supervisor

IV GRANGES
November 21, 2017
NC DEQ-Division of Energy, Mineral and land Resources
1612 Mail Service Center
Raleigh, NC 27699-1612
Facility Permit: ls( o30927
Re: eDMR Registration Form Submittal
Granges Amercas, Inc.-SRM
1709 Jake Alexander Blvd. S
Salisbury, North Carolina 28146-8365
Dear Sir/Madam:
Based on the NC DEQ- Division of Energy, Mineral and land Resources letter dated
October 17, 2017, attached please find the signed eDMR Registration Forms for your
approval.
We appreciate your help and cooperation on the progress of this project. Please call
Ms. Robin Tolliver at 704-637-4546 or me at [phone] or Mr. Chalam Pakala at
704-541-4042 if you have any questions or comments on this eDMR Registration
package.
Respectful
a
marraaer
CC: Mooresville Energy, Mineral & Land Resources Regional Supervisor

State of North Carolina
Water Resources Department of Environmental Quality
eHvigoHneNl�i UuaiTv
Division of Water Resources
EDMR REGISTRATION FORM
INSTRUCTIONS AND SUPPORTING DOCUMENTATION
This form is used to register NPDES wastewater permittees to use NCDWR's eDMR system for the purpose of
electronically submitting required monthly monitoring reports.
For more information on the eDMR system, visit the Division of Water Resources' eDMR website.
General — When submitting an application to the NCDWR's Information Processing Unit, please use the
following instructions as a checklist to ensure all required items are submitted. Adherence to these instructions
and checking the provided boxes will help produce a quicker review time and reduce the amount of requested
additional information.
eDMR Registration Application [FORM: NC eDMR Registration Form (Revision 4.1)]:
X❑ Submit the completed and appropriately executed eDMR registration application form [FORM: NC
eDMR Registration Form (Revision 4.1)].
X❑ Part A: Permit/Facility Information. Provide a permit number and the associated facility
information. Only a single permit number is needed for registration. If the Owner holds
multiple NPDES wastewater permits, then the permit number provided on the application
will be used to identify the Owner and all associated permits. All permits issued to the
Owner will be automatically registered for eDMR. NOTE: Owner is also known as the
Permittee and may be an individual or organization.
X❑ Part B: Owner User Information. Provide the Owner/Responsible Official information that
will be used to create the Facility Owner in eDMR. The Owner is the legal entity to which
the permit(s) have been issued and may be an individual or organization. For an
organization, the information provided for the Owner should be the designated Responsible
Official or the person with delegated signatory authority for the Owner as specified in Part
II, Section B.11 of the Standard Conditions for NPDES Permits and 40 CFR 122.22.
X❑ Part C: User Account Information. Provide the user details for each individual who will be
assigned Facility Administrators permission and/or Submitters permission.
1. Facility Administrator Permission. The Facility Administrator is the person
responsible for managing user information for the facility/permit. The Facility
Administrator user permission can be assigned by the Owner or can be assigned at
the time of registration by the NCDWR eDMR Administrator. If someone other than
the Owner will be responsible for managing facility users within eDMR and you
would like NCDWR to set up the permission at the time of registration, then provide
the user details for the individual who will need the user permission. Note: if this
person will be responsible for submitting eDMR reports, then you will also need to
request Submitter permission for this user.
2. Submitter Permission. The Submitter is the person who submits the electronic
report. This person may be the Owner or other delegated person that has signatory
authority for the permit. The Submitter user permission can only be assigned by the
NCDWR eDMR Administrator. The Owner specified within the application will be
given full eDMR permissions including Submitter user permission.
NC eDMR Registration Fonn (Revision 4.1) Instructions i

The Submitter is equivalent to the individual who signs the certification statement on
the back of the Discharge Monitoring Report. In most cases, the Submitter will be
the Owner but may be other delegated individuals. The Submitter must be an
individual with delegated signatory authority. If individuals other than the duly
authorized person for the Owner have been delegated signatory authority, the
Division of Water Resources must be notified in writing of such delegations as
specified in the signatory requirements in Part II, Section B.11 of the Standard
Conditions for NPDES Permits and 40 CFR 122.22. A delegation of authority form is
available from the eDMR website.
X❑ Responsible Official Authorization. Complete the Responsible Official Authorization and
identify the individual duly authorized to sign applications or reports for the Owner.
X❑ Registration Certification. Complete and sign the Registration Certification in accordance
with Part II, Section B.11 of the Standard Conditions for NPDES Permits and 40 CFR 122.22.
An alternate person may be designated as the responsible official if written authorization
(see paragraph III below) is provided from a person who meets the criteria in Part II, Section
B.11 of the Standard Conditions for NPDES Permits and 40 CFR 122.22.
eDMR Owner Verification Report:
X❑ Submit the eDMR Owner Verification Report verifying the facility permit information. Should the Owner
name, Facility information, or ORC Designation be incorrect, the Owner must notify the appropriate
NCDWR contact to resolve any discrepancies before continuing with the registration process. The report
is accessed using the Registration Verification link located on the eDMR User Registration web page.
The permit information related to all NPDES wastewater permits issued to the Owner will be returned in
a PDF report format. If the Owner has multiple NPDES permits, the Owner should verify that all permits
are returned in the report. If there are permits missing from the report, the Owner should conduct a
search for each missing permit and verify the Owner Name. Any discrepancies detected must be
resolved before registration.
III. Delegation of Signature Authority:
X❑ Complete and submit the Delegation of Signature Authority form (located on the eDMR Forms and
Reports web page) for each individual who has been authorized, as described in paragraph I above, to
sign reports for the Owner. This includes each individual who will be given Submitters permission. If a
delegation letter has been previously submitted to NCDWR, then include a copy with your application
package.
THE COMPLETED REGISTRATION FORM AND SUPPORTING DOCUMENTATION SHALL BE SUBMITTED TO THE
NORTH CAROLINA DIVISION OF WATER RESOURCES
Fax: or
[phone]
Email:
[e-mail]
or US Postal Mail:
Information Processing Unit
Attn: eDMR Registration
1617 Mail Service Center
Raleigh, NC 27699-1617
NC eDMR Registration Fonn (Revision 4.1) Instructions ii

State of North Carolina
Wafer Resources Department of Environmental Quality
EkVIRO-EkTAI OuALITr
Division of Water Resources
EDMR REGISTRATION FORM
Part A. PERMIT/FACILITY INFORMATION
1. NPDES Permit Number: N I C 10 1 3 1 0 1 1 1 2 1 7
2. Owner/Organization Name: Grammes Amercaslnc-Srm
3. Facility Name: Granges Americas, Inc.-Srm
4. Facility's Physical Address: 1709 Jale Alexander Blvd. S.
City: Salisbury State: NC Zip Code: 28146
Part B. OWNER USER INFORMATION
1. Responsible Official's Name: Jason Joyner Title: Site Manager
(Owner or duly authorized representative)
2. Mailing Address: 1709 Jale Alexander Blvd. S.
City: Salisbury State: NC Zip Code: 28146
3. Telephone Number: 704 - 637 - 4514
4. Email Address: [e-mail]
5. User ID (Assigned by NCOWR eDMR Administrator):
Part C. USER ACCOUNT INFORMATION
1. Facility Administrator Permission
The Facility Administrator user permission can be assigned at the time of registration by the NCDWR
eDMR Administrator. If someone other than the Owner will be responsible for managing facility users
within eDMR and you would like the Division to set up the permission at the time of registration, then
please provide the user details for the individual who will need the Facility Administrator user
permission. Note: If this person will be responsible for submitting eDMR reports, then you will also need
to request Submitter permission for this user.
In addition to the user details, please specify the permit number(s) to which the user will be associated.
If additional space is needed, please make additional copies of the Facility Administrator User Details
and complete as needed.
Facility Administrator User Details .:
Permit No. (s):
NCG030127
T
F
First Name:
Robin
Middle Name:`
Last Name:
Tolliver
Phone !Number:...
704 - 637 - 4546
Email:
[e-mail]
User,ID:
= _
(Assigned by DWR eDMR Administrator)
NC eDMR Registration Fonn (Revision 4. 1) 1

2. Submitter Permission
Provide the users, in addition to the Owner, who will need Submitter permission. The Submitter user
permission can only be assigned by the NCDWR eDMR Administrator. The Owner specified above will be
given full eDMR permissions including Submitter permission.
In addition to the user details, please specify the permit(s) to which each user will be associated for
eDMR submittal. Should additional space be needed for users and/or permits, please make additional
copies of this page and complete as needed.
NOTE: The Owner will be responsible for creating all facility users except those with Submitter
permissions.
In addition to the Owner and Submitter user groups, there are four user types identified by
user permission level: Facility Administrator, Certifier, Data Entry and View Only.
The Owner and Facility Administrator will have the ability to create and manage facility users.
The Facility User Management Guide, located on the eDMR User Documentation web page,
provides the appropriate procedures for facility user management.
Submitter User Details
Permit No. (s):
NCG030127
First Name:
Robin
Middle Name:
Last Name:
Tolliver
Phone Number:
704 - 637 - 4546
Email:
[e-mail]
user ID:
(Assigned by,DWR eDMR Administrator)
Submitter User Details
Permit No. [s):
First Name:
Middle Name:
Last Name:
Phone Number:
-
Email;
User ID: -
(Assigned by DWR eDMR Administrator)
NC eDMR Registration Form (Revision 4.1)

RESPONSIBLE OFFICIAL AUTHORIZATION
The Responsible Official, as identified in accordance with Part 11, Section B.11 of the Standard Conditions for
NPDES Permits and 40 CFR 122.22, is the appropriate individual with the authority to sign applications or reports
for the Owner/Organization.
I, Jason Joyner (printed name), have the authority to make this request for Granges Americas, Inc.-Srm
(Owner/Organization Name).
REGISTRATION CERTIFICATION
For the permit(s) associated with the Owner identified above, I request permission to submit DMR data using
the NCDWR eDMR system.
understand that electronic submittal of the DMR does not fully satisfy US EPA's electronic signature
requirements and as a result, I understand I will be required to print, sign, and submit hardcopies (one signed
original and a copy) of the eDMR to NCDWR under the same reporting requirements as paper -based DMRs as
specified in Part 11, Condition D (2) of the NPDES Permit.
I agree to protect the security of my user ID and password from compromise and shall take all necessary steps to
prevent its loss, disclosure, modification, or unauthorized use.
Jason Joyner Site Manager
Owner/Respon ' cial Name (type or print) Official Title (type or print)
11/21/2017
Owner esponsible Official Signature Date
North Carolina General Statute § 143-215.6B provides that:
Any person who knowingly makes any false statement, representation, or certification in any application, record, report,
plan, or other document filed or required to be maintained under this Article or a rule implementing this Article; or who
knowingly makes a false statement of a material fact in a rulemaking proceeding or contested case under this Article; or
who falsifies, tampers with, or knowingly renders inaccurate any recording or monitoring device or method required to be
operated or maintained under this Article or rules of the Commission implementing this Article, shall be guilty of a Class 2
misdemeanor which may include a fine not to exceed ten thousand dollars ($10,000). 18 U.S.C. Section 1001 provides a
punishment by a fine or imprisonment not more than 5 years, or both, for a similar offense.
NC eDMR Registration Form (Revision 4.1)

Division of Energy, Mineral & Land Resources
1'
Land Quality Section/Stormwater Permitting
NCDENR
National Pollutant Discharge Elimination System
NCHTH ClnallW. DEJMJiTMENT OF
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year
Month
Day
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N C S O N C G 0 3 0 i 2 7
H. Permit status rp for to requested change.
a. Permit issued to (company nature): GRANGES AMERICAS INC.-SRM
b. Person legally responsible for permit: Jason
First
Joynt
M 1 Last
Site Manaaer
Title
1709 JALE ALEXANDER BLVD. S.
Permit Holder Mailing Address
Salisbury NC 28146-8365
City State Zip
[phone] [phone]
Phone Fax
c.
Facility name (discharge):
GRANGES AMERICAS INC.-SRM
d.
Facility address:
1709 JALE ALEXANDER BLVD. S.
Address
Salisbury NC 28146-8365
City State Zip
e.
Facility contact person:
Robin Tolliver [phone]
First / MI / Last Phone
III. Please provide the following for the requested
change (revised permit).
a.
Request for change is a result of:
❑ Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain: CHANGE CONTACT NAMES AND ADDRESSES
b.
Permit issued to (company name):
GRANGES AMERICAS INC.-SRM
c.
Person legally responsible for permit:
Jason Joyner
First Ml Last
Site Manager
Title
1709 JALE ALEXANDER BLVD. S.
Permit Holder Mailing Address
Salisbury NC 28146-8365
City State Zip
[phone] jasoti.joyner a granges.com
Phone E-mail Address
d.
Facility name (discharge):
GRANGES AMERICAS INC.-SRM
e.
Facility address:
1709 JALE ALEXANDER BLVD. S.
Address
Salisbury NC 28146-8365
City State Zip
f.
Facility contact person:
Robin Tolliver
First M l Last
[phone] Rob in.To11iver c granges.coin
Phone E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2C14

NPD,E=S PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact:
)p
Robin
Tolliver
First M I Last
{�1� , Ehs/l-Ir Manager
Vti" T'itic
1709 JALE ALEXANDER BLVD. S.
Mailing Address
Salisbury NV 28146-8365
City State Zip
[phone] Robin."[e-mail]
Phone E-mail Address
Will the permitted facility continue to conduct the same industrial activities conducted prior
V. to this ownership or name change?
® Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, Jason Joyner, attest that this application for a name/ownership change has been reviewed and is accurate
and complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete
November 21, 2017
S d nature Date
APPLICANT CERTIFICATION
I, , attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Storrnwater Permitting; Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan 27, 2014

Energy, Mineral
and Land Resources
ENVIRONMENTAL QUALITY
Mr. Jason Joyner
Granges Americas, Inc.
1709 Jake Alexander Blvd.
Salisbury, NC 28145
Dear Mr. Joyner:
PAT MCCRORY
r "(11'L'f twj
DONALD R. VAN DER VAART
.,Ctrelo:'
TRACY DAVIS
;hr.rl0u'
November 21,2(tt'6ECEIVED
DEC 0 1 0111
CENTRAL FILES
DWR SECTION
Subject: NPDES Stormwater Permit NCG030127
Granges Americas, Inc.
Formerly Norandal USA, Inc.
Rowan County
Division personnel received your request to revise your stormwater permit Certificate of
Coverage to accurately reflect your new company and/or facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained
in the General Permit remain unchanged and in full effect. This revised Certificate of
Coverage is issued under the requirements of North Carolina General Statutes 143-215.1 and
the Memorandum of Agreement between North Carolina and the U.S. Environmental
Protection Agency.
If you have any questions or need further information, please contact the Stormwater
Permitting Program at [phone].
Sincerely;
for Tracy E. D is, P.E., CPM, Director
Division of Energy, Mineral and Land
Resources
cc: Mooresville Regional Office
Stormwater Permitting Program Files
Central Files
stale of North Carolina I Environmental Quality I Energy, Mineral and Land Resources
1612 Mail Service Center 1 512 North Salisbury Street I Raleigh, Norlh Carolina 27699-1612
919 707 9220 T

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCG030000
CERTIFICATE OF COVERAGE No. NCG030127
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Granges Americas, Inc.
is hereby authorized to discharge stormwater from a facility located at:
Granges Americas, Inc.
1709 Jake Alexander Blvd
Salisbury
Rowan County
to receiving waters designated as Crane Creek, a class C water in the Yadkin River Basin; in
accordance with the effluent limitations, monitoring requirements. and other conditions set forth
in Parts I, 11, 111, and IV of General Permit No. NCG030000 as attached.
This certificate of coverage shall become effective November 21, 2016.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day November 21 016.
for Tracy E. Dav`i�.E., Director '
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION
1. Stormwater Management Permit Number: NCG030127
2. Project Name: Norandal USA, Inc.
3. Current Permit Holder's Company Name/Organization: Norandal USA, Inc.
4. Signing Official's Name: Jason Joyner Title: Site Manager
5. Mailing Address:
1709 Jake Alexander Blvd. S.
City: Salisbury State: NC Zip
6. Phone.( 704) 637-4514
Fax: ( 704�
637-4582
28146
II. PROPOSED PERMITTEE I OWNER / PROJECT / ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
® Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
Qt ❑ Other (please explain):
1. Proposed permittee's company name/organization:7Gr4 ge m icas
2. Proposed permittee's signing official's name:
3. Proposed permittee's title:
4. Mailing Address:`I709JJake.—Alexander •Blvd.
City- Salisbuij7 State:Zip:r28145--�7
Phone: (704 ) 633-600_ _ Fax:
5. New Project Name to be placed on permit: Ganges Americas [nc.
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
❑ Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
® Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will be
granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4)
SSW N/O Change Rev24Sept2012 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. if the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. l further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
® Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
I, Jason Joyner , the current permittee, am submitting this application
for a transfer of ownership for permit # NCGO30127 . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. l have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as -built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments fisted above are not included, this application
package wikl be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Se i I nd V of this form. I understand that this transfer of
ownership cannot be approv Q unless and until the facility is in compliance with the
permit.
Signature:
day of
forgoing instrument.
Y
a Notary Public for the State of
County of , do hereby certify that
personally appeared before me this the
20_Lka, and acknowlWga hje due execution of the
and official seal,
try oignature
My Commission wwimll.Q oLol
SSW N/0 Change Rev24Sept2012 Page 2 of 4
ry Seal)
Aft
O �04� Ci
4 A, co�

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed PermfKee for all transfers of ownership)
I, Niclm Nelmm , hereby notify the DWO that I have acquired
through sale, lease or legal transfer, the r+esponsibifity for operating and maintaining the permitted
stormwater management system, and, It applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
®the most recent permit
the designer's certification for each 8MP
❑ any recorded deed restrictions, covenants, or easements
❑ the DWO approved plans and/or approved as -bulk plans
❑ the approved operation and maintenance agreement
epast maintenance records from the previous permittee (where required)
DWO stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed In the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that R all required parts
of this application are not comp! tact or if all required supporting Information and attachments listed
above are not includ p i anon package will be retumed as Incomplete.
Signature: _ ' - - Date: a vS u 4 t 22, 'Zo i 6
I, SUS L U" S i e% �' , a Notary Public for the State of
,0 to a a , County of _ CAV-ry f I _ , do hereby certIfy that
—Ni ( S N16 So n personally appeared before me this the
day of AUQ,�-S+ _ , 205k , and acknc:!A�&VpU@,&ecution of the
U •�
torgolpg instrument_ Witness my hand and official seat, ♦�� G' RFC! ;
tary 04
ignature -D r, G
J s
(C -•
Co U rs%0,11
Additions► copies of fire original permit and the approved Operation and ingV211noe agreement can
be obtained from the appropriate Regional Off ci? of the Division of Water Quality.
This completed fora, including ail supporting documents and recessing fee (if required), should be
sent to the appropriate Regional Office of lire North Carolina rtment of nvimnment and Natural
Resources, Division of Water Quality, as shown on the atta map.
Please note that if the Proposed Permittee listed above is not the properly owner, the properly owner
must coT#ete and sign page 4 of this document. Both the lessee / developer sW the property
owner will appear on the permit as permittees.
SSW N/O Change Rev24Sept2012 Page 3 of 4

BEAGLE ACQUISITION CORP.
ACTION TAKEN BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
IN LIEU OF AN ORGANIZATIONAL MEETING
Acting by unanimous written consent pursuant to applicable provisions of Delaware
law, the undersigned, being all of the members of the Board of Directors of Beagle
Acquisition Corp., a Delaware corporation (the "Corporation'), waive notice of the time,
place and purpose of a meeting and consent to and adopt the following resolutions as the
action of the Board of Directors in lieu of an organizational meeting and direct that this
written consent be delivered to the Corporation for filing with the minutes of proceedings
of the Board of Directors of the Corporation.
1.
CERTIFICATE OF INCORPORATION
RESOLVED, that the Certificate of Incorporation of the Corporation, filed with the
Secretary of State of Delaware on May 6, 2016, is approved and accepted, and the Secretary
of the Corporation is directed to place a certified copy thereof in the Corporation's minute
book.
2.
ACTIONS BY INCORPORATOR
RESOLVED, that all actions taken by the Incorporator are in all respects approved,
ratified and confirmed.
3.
INDEMNIFICATION OF INCORPORATOR
RESOLVED, that the Corporation shall indemnify and hold harmless, to the fullest
extent permitted by law, the Incorporator of the Corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred as a result of any action, suit or proceeding arising out of or in connection with
the organization of the Corporation.
4.
BYLAWS
RESOLVED, that proposed Bylaws for the regulation and management of the
affairs of the Corporation as attached hereto as Exhibit A are approved and adopted as the
Bylaws of the Corporation, and the Secretary of the Corporation is directed to note the date
of adoption of the Bylaws and to insert them in the Corporation's minute book.

A-LSTON&BI R :D ,.,
Brittany C. Raway
VIA OVERNIGHT DELIVERY
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax:[phone]
wwwalston.com
Direct Dial: 404-881-7674
August 22, 2016
Email: brittany.rawayaalston.com
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
Re: Stormwater Management Permit COC No. NCG030127
Dear Sir or Madam:
Enclosed please find the Ownership Change Form for the above -referenced
permit, along with the Sale Order approving the sale of these assets and the
documentation showing that the signatory for the proposed permittee (Niclas Nelson) is
authorized to act on behalf of Granges Americas Inc. Please feel free to reach out to me
or the permit contact for Granges Americas Inc. with any questions or concerns.
Sincerely,
-9 - C
Brittany C. q
way
Enclosures
Lf GAL02/36612055vl
Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York • Research Triangle • Silicon Valley • Washington, D.C.

5.
REGISTERED AGENT
RESOLVED, that The Corporation Trust Company, as the registered agent of the
Corporation in charge of the registered office in the State of Delaware and of the books
required by law to be kept in that office, and as agent upon whom process may be served,
shall act under the direction and supervision of counsel for the Corporation in all matters
arising out of and pertaining to such agency, including the forwarding of process served,
official notices and communications, and all service bulletins covering report and tax
requirements.
6.
OFFICERS
RESOLVED, that the following persons are elected to the offices set forth opposite
their names, to serve in such capacities until their successors are elected and qualified or
until their earlier death, resignation or removal:
Name Office
Johan Menckel President
Oskar Hellstrom Vice President
Niclas Nelson Secretary and Treasurer
RESOLVED, that the Board of Directors authorizes and empowers the President of
the Corporation to hire and employ, or to authorize other officers of the Corporation to hire
and employ, such other assistants of the Corporation, agents and employees for such duties
and on such terms and conditions as the President may deem necessary or desirable.
7.
CORPORATE BOOKS AND RECORDS
RESOLVED, that the Secretary of the Corporation is authorized to procure all
corporate books, books of account and share certificate books required by the statutes of
the State of Delaware or necessary or appropriate in connection with the business of the
Corporation.
8.
ORGANIZATIONAL EXPENSES
RESOLVED, that the President, the Treasurer or any Vice President of the
Corporation is authorized to pay all charges and expenses incident to or arising out of the
organization of the Corporation and to reimburse any person who has made any
disbursements therefor.

9.
FORM OF STOCK CERTIFICATE
RESOLVED, that the form of certificate for the Common Stock of the Corporation
as attached hereto as Exhibit B is adopted as the certificate to represent fully paid and non -
assessable shares of the Common Stock of the Corporation.
10.
INITIAL ISSUANCE OF STOCK
RESOLVED, that the Board of Directors authorizes and approves the offer and sale
of one hundred (100) shares of the Corporation's Common Stock to Granges AB (publ), a
Swedish public limited company, for$0.01 per share, and determines that the consideration
to be received for the shares is adequate.
RESOLVED, that any officer of the Corporation is authorized and directed to
execute, deliver and accept a stock subscription agreement with respect to the stock
purchase.
RESOLVED, that upon receipt of the consideration for the shares by the
Corporation, the shares shall be validly issued, fully paid and non -assessable.
RESOLVED, that the Board of Directors authorizes and directs the officers of the
Corporation to execute and deliver to the subscriber a certificate for the number of shares
purchased upon receipt of the payment for the shares.
11.
CORPORATE DOCUMENTS, INSTRUMENTS AND WRITINGS
RESOLVED, that the officers of the Corporation (whether now in office or
hereafter elected to office) are authorized to execute, deliver and perform on behalf of the
Corporation all agreements, deeds, contracts, covenants, proxies, securities, checks, drafts,
bills of exchange, notes, acceptances, endorsements, evidences of indebtedness, and other
documents, instruments or writings of any nature whatsoever entered into in, or arising out
of, the ordinary course of the Corporation's business.
12.
CORPORATE BANK ACCOUNTS
RESOLVED, that the President, the Treasurer or any Vice President of the
Corporation is authorized and directed, in the name and on behalf of the Corporation, to
take any and all action that such officer may deem necessary or advisable in order to
establish bank accounts for the efficient conduct of the business of the Corporation, and
the Board of Directors adopts the form of any and all resolutions required by any such
banks to be adopted in connection with the opening of any such accounts if (a) in the
opinion of the President, the Treasurer or any Vice President of the Corporation, the

adoption of such resolution or resolutions is necessary or advisable, and (b) the Secretary
or any Assistant Secretary of the Corporation evidences adoption by filing with this written
consent copies of such resolutions which shall thereupon be deemed to be adopted by the
Board of Directors and incorporated as a part of this resolution.
13.
FISCAL YEAR
RESOLVED, that the fiscal year of the Corporation initially shall be the year
ending December 31; provided, however, that the Board of Directors may change the fiscal
year at any time.
14.
ENDORSEMENTS AND EXECUTION OF CERTAIN DOCUMENTS
RESOLVED, that each of the officers of the Corporation is authorized and
empowered for and on behalf of the Corporation to endorse its name on any certificate or
certificates of stock in, or bonds of, any corporation or any certificate of deposit or other
security, owned by or issued to or standing in the name of the Corporation, and to sign in
the name of the Corporation, and to deliver any instrument assigning or transferring any
stock, bond or other security or evidence of indebtedness or any interest therein or part
thereof owned by or issued to or standing in the name of the Corporation, and such
endorsement or signature shall constitute a valid endorsement or execution of such
certificates, bonds, securities or instruments for all purposes.
15.
GENERAL OFFICER AUTHORIZATION
RESOLVED, that the officers of the Corporation are authorized and directed, in the
name and on behalf of the Corporation, to make all arrangements, to do and perform all
such acts and things, to execute, file and deliver all documents, instruments and other
papers and to take any and all other action as they shall, in their judgment, deem necessary,
proper or advisable to carry into effect the purpose and intent of the foregoing resolutions.
ESignalures on following page]

IN WITNESS WHEREOF, the undersigned consent to the actions described in this written
consent to be effective as of the 31 st day of May, 2016.
Johan Menckei�
[Signature Page to Beagle Acquisition Corp. Organizational Resolutions]

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 1 of 174
UNITED STATES BANKRUPTCY COURT
EASTERN DISTRICT OF MISSOURI
SOUTHEASTERN DIVISION
In re:
NORANDA ALUMINUM, INC., et aL,
Debtors.
Chapter 11
Case No. 16-10083-399
Jointly Administered
ORDER (I) APPROVING THE SALE FREE AND CLEAR OF LIENS, CLAIMS,
INTERESTS, AND ENCUMBRANCES; (II) APPROVING THE ASSUMPTION AND
ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS
AND UNEXPIRED LEASES, AND (III) GRANTING RELATED RELIEF
Upon the motion [Docket No. 270, re -docketed as Docket No. 272] (the
"Motion' )2 of the Debtors dated February 29, 2016 for, among other things, entry of an order
(the "Order") (1) authorizing the sale (the "Sale") of the flat rolled products business owned and
operated by Norandal USA, Inc. (the "Downstream Business") at the rolling mills in (a)
Huntingdon, Tennessee, (b) Newport, Arkansas, and (c) Salisbury, North Carolina, together with
the assets, facilities, real property, personal property, plants, equipment, inventory, and accounts
receivable associated therewith and further described in the Motion (collectively, the "Subieet
Assets") free and clear of liens, claims, interests, and encumbrances to the bidder(s) with the
highest or otherwise best bid(s) in accordance with the Bidding Procedures; (II) authorizing the
assumption and assignment of certain executory contracts and unexpired leases in connection
The Debtors in these cases, along with the last four digits of each Debtor's federal tax identification number and
state of incorporation, are: Noranda Aluminum, Inc. (Del.; 5285), Gramercy Alumina Holdings Inc. (Del.;
1941), Gramercy Alumina Holdings 11, Inc. (Del.; 2806), NHB Capital, LLC (Del.; 0777), Noranda Alumina
LLC (Del.; 4769), Noranda Aluminum Acquisition Corp. (Del.; 8458), Noranda Aluminum Holding Corp.
(Del.; 8550), Noranda Bauxite Ltd. (Jamaica), Noranda Bauxite Holdings Ltd. (St. Lucia), Noranda
Intermediate Holding Corp. (Del.; 3238) and Norandal USA, Inc. (Del.; 6477). The address of the Debtors'
corporate headquarters is 801 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067.
Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in the Asset
Purchase Agreement (as defined below) and, if not defined therein, in the Motion or the Bidding Procedures
Order (as defined below), as applicable.

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg3of174
B. The Motion requested, among other things, that the Court approve bidding
and notice procedures for the Sale of the Debtors' Downstream Business. Following a hearing
(the "Bidding Procedures Hearing'') on March 21, 2016, the Court entered an order [Docket
No. 471 ] (the "Bidding Procedures Order"), which, among other things, (i) approved the
Bidding Procedures, (ii) authorized the Assumption and Assignment Procedures, (iii) approved
the form and manner of notice of the Sale, the notice of assumption and assignment of executory
contracts and unexpired leases and the other notices set forth therein, and (iv) scheduled the Sale
Hearing to consider approval of the Sale. The Bidding Procedures Order established a process in
which interested parties had a full, fair and reasonable opportunity to make an offer to purchase
the Subject Assets. In accordance with the Bidding Procedures Order, the Debtors noticed for
adjournment each of the Bid Deadline, the Auction Date and the Sale Hearing [Docket Nos. 790,
879, 1026, 1032].
C. The Bidding Procedures were substantively and procedurally fair to all
parties and potential bidders and afforded notice and a full, fair and reasonable opportunity for
any person to make a Qualified Bid to purchase the Subject Assets and to participate in the
Auction.
D. The relief granted herein is in the best interests of the Debtors, their estates
and creditors, and other parties in interest.
E. The Debtors have articulated good, sufficient and sound business purpose
and justification for the Court to authorize (i) the Sale free and clear of all liens, claims, interests
and Encumbrances (other than Permitted Encumbrances and Assumed Liabilities) to the
bidder(s) with the highest or otherwise best bid(s) in accordance with the Bidding Procedures;
3

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg5of174
creditors and other parties in interest and prospective purchasers were afforded a reasonable and
fair opportunity to bid for the Subject Assets.
H. As part of its post -petition efforts to market the Subject Assets, the
Debtors' advisors contacted sixty-four (64) potential bidders. The Debtors received signed non-
disclosure agreements from twenty-nine (29) potential bidders, eleven (I1) letters of intent and
two (2) Qualified Bids for all or substantially all of the Subject Assets, including the Stalking
Horse Bid and the Designated Back -Up Bid (each as hereinafter defined).
1. On June 23, 2016, the Court entered an order (the "Stalking Horse
Approval Order") [Docket No. 898] approving the Seller's entry into a stalking horse Asset
Purchase Agreement (the "Stalking Horse Agreement") with Granges AB and Beagle
Acquisition Corp. (the "Purchaser") in the form attached as Exhibit A to the Stalking Horse
Approval Order (the "Stalking Horse Bid")
J. As more than one Qualified Bid was received, the Debtors commenced an
Auction for the Subject Assets on July 7, 2016 as contemplated by the Bidding Procedures.
K. At the conclusion of the Auction and after reviewing all Qualified Bids,
the Debtors determined in a valid and sound exercise of their business judgment and in
consultation with the Consultation Parties that the highest or otherwise best Qualified Bid for all
or substantially all of the Subject Assets was that of the Purchaser as set forth in the Stalking
Horse Agreement, as modified by Amendment No. I thereto, a copy of which is attached hereto
as Exhibit A (the Stalking Horse Agreement, as amended, together with all exhibits and
schedules thereto, the "Asset Purchase Agreement"), to reflect, among other things, the
increase in the purchase price procured at the Auction. The Asset Purchase Agreement provides
for the purchase of the Acquired Assets (as defined therein). The purchase price includes cash
5

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 7 of 174
O. Subject to the entry of this Order, the Seller and the Debtors, to the extent
party thereto: (i) have full power and authority to execute the Asset Purchase Agreement and all
other documents contemplated thereby; (ii) have all of the power and authority necessary to
consummate the transactions contemplated by the Asset Purchase Agreement; and (iii) have
taken all corporate action necessary to authorize and approve the Asset Purchase Agreement and
the other Transaction Documents, and all other actions required to be performed by the Debtors
in order to consummate the transactions contemplated in the Asset Purchase Agreement and the
other Transaction Documents. No consents or approvals, other than those expressly provided for
in, or contemplated by, the Asset Purchase Agreement or this Order, are required for the Debtors
to consummate the Sale.
P. The Asset Purchase Agreement was negotiated and is undertaken by the
Debtors and the Purchaser at arm's length without collusion or fraud, and in good faith within
the meaning of Bankruptcy Code section 363(m). The Purchaser is not an "insider" of any of the
Debtors as that term is defined by Bankruptcy Code section 101(31). The Purchaser recognized
that the Debtors were free to deal with any other party interested in acquiring the Acquired
Assets, complied with the Bidding Procedures Order, and agreed to subject its bid to the
competitive Bidding Procedures approved in the Bidding Procedures Order. All releases and
payments to be made by the Purchaser and other agreements or arrangements entered into by the
Purchaser in connection with the Sale have been disclosed. The Purchaser has not violated
Bankruptcy Code section 363(n) by any action or inaction, and no common identity of directors
or controlling stockholders exists between the Purchaser and the Debtors. As a result of the
foregoing, the Purchaser is entitled to the protections of Bankruptcy Code section 363(m),
7

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 9 of 174
R. The Purchaser would not have entered into the Asset Purchase Agreement
if the sale of the Acquired Assets to the Purchaser were not free and clear of all claims, liens,
interests and Encumbrancess (other than Permitted Encumbrances and Assumed Liabilities)
pursuant to Bankruptcy Code section 363(f) or if the Purchaser would, or in the future could, be
liable for any of such claims, liens, interests and Encumbrances, and the Purchaser is a good faith
purchaser under section 363(m) of the Bankruptcy Code, and, as such, is entitled to all of the
protections afforded thereby. Unless expressly included in the Assumed Liabilities and
Permitted Encumbrances, the Purchaser shall not be responsible for any claims, liens, interests
and Encumbrances, including in respect of the following: (i) any labor or employment
agreements; (ii) any mortgages, deeds of trust and security interests; (iii) any intercompany loans
and receivables between the Seller and any other Debtor; (iv) any pension, multiemployer plan
(as such term is defined in Section 3(37) or Section 4001(a)(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA")), health or welfare, compensation or other
employee benefit plans, agreements, practices and programs, including, without limitation the
Noranda Aluminum Group Retirement Plan and any other pension plan of any of the Debtors or
any multiemployer plan to which the Debtors have at any time contributed to or had any liability
or potential liability; (v) any other employee, worker's compensation, occupational disease or
unemployment or temporary disability related claim, including, without limitation, claims that
might otherwise arise under or pursuant to (a) ERISA, (b) the Fair Labor Standards Act, as
amended (the "FLSA" ), (c) 'Title VII of the Civil Rights Act of 1964, (d) the Federal
s As used herein and defined in the Asset Purchase Agreement, "Encumbrance" means any "interest" as that
term is used in section 363(f) of the Bankruptcy Code, mortgage, deed of trust, pledge, security interest,
encumbrance, easement, condition, reservation, lien (statutory or otherwise), mechanics lien, Claim, covenant,
encroachment, lease, right of use or possession, or other similar third party interest, or other survey defect,
charge, hypothecation, deemed trust, action, easement, right-of-way or covenant on real property, other than any
non-exclusive license of Intellectual Property, whether imposed by Contract, Legal Requirement, equity or
otherwise.
E

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 11 of 174
more of the standards set forth in Bankruptcy Code section 363(f)(1)-(5) has been satisfied.
Those holders of claims, liens, interests or Encumbrances who did not object or who withdrew
their objections to the Sale are deemed to have consented to the Motion as it relates to the Sale
pursuant to Bankruptcy Code section 363(f)(2). Those holders of claims, liens, interests or
Encumbrances who did object fall within one or more of the other subsections of Bankruptcy
Code section 363(f). Notwithstanding the foregoing, the Acquired Assets are being sold subject
to the Permitted Encumbrances and the Assumed Liabilities.
T. Neither the Debtors nor the Purchaser engaged in any conduct that would
cause or permit the Asset Purchase Agreement or the consummation of the Sale to be avoided, or
costs or damages to be imposed, under Bankruptcy Code section 363(n) or under any other law
of the United States, any state, territory, possession thereof, or the District of Columbia, or any
other applicable law.
U. The Asset Purchase Agreement, which constitutes reasonably equivalent
value and fair consideration, was not entered into, and the Sale is not consummated, for the
purpose of hindering, delaying or defrauding creditors of the Debtors under the Bankruptcy Code
or under any other law of the United States, any state, territory, possession thereof, or the District
of Columbia, or any other applicable law. Neither the Seller, any Debtor nor the Purchaser has
entered into the Asset Purchase Agreement or is consummating the Sale with any fraudulent or
otherwise improper purpose.
V. Upon the Closing, the Purchaser shall not, and shall not be deemed to: (i)
be the successor of or successor employer (as described under the FLSA, ERISA and COBRA
and applicable regulations thereunder or any other law) to the Seller, including without
limitation, with respect to any collective bargaining agreements and any benefit plans (including

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 13 of 174
facto merger or substantial continuity, whether known or unknown as of the Closing Date,
whether asserted or unasserted, fixed or contingent, liquidated or unliquidated, in each case, with
respect to the Downstream Business, the Acquired Assets or any Liabilities, whether now
existing or hereinafter arising, of Seller (or any of its predecessors or any of the other Debtors),
in each case, other than Assumed Liabilities and Permitted Encumbrances. The Purchaser would
not have acquired the Acquired Assets but for the foregoing protections against potential claims
based upon "successor liability" theories.
W. Entry into the Asset Purchase Agreement and consummation of the Sale
constitutes the exercise by the Seller and the other Debtors of sound business judgment, and such
acts are in the best interests of the Seller and the other Debtors, their estates and creditors, and all
parties in interest. The Debtors have articulated good and sufficient business reasons justifying
the Sale of the Acquired Assets to the Purchaser. Additionally: (i) the Asset Purchase
Agreement constitutes the highest or otherwise best offer for the Subject Assets; (ii) the Asset
Purchase Agreement and the closing of the Sale will present the best opportunity to realize the
value of the Subject Assets and avoid a decline and devaluation of the Subject Assets; (iii) there
is risk of deterioration of the value of the Subject Assets if the Sale is not consummated
promptly; and (iv) the Asset Purchase Agreement and the Sale will provide greater value to the
Debtors' estates than would be provided by any other presently available alternative.
X. Good and sufficient reasons for approval of the Asset Purchase Agreement
and the Sale have been articulated by the Debtors. The Debtors have demonstrated compelling
circumstances and a good, sufficient and sound business purpose for the Sale outside: (a) the
ordinary course of business, pursuant to Bankruptcy Code section 363(b); and (b) a plan of
reorganization, in that, among other things, the immediate consummation of the Sale is necessary
13

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 15 of 174
restricting or conditioning, assignment of any Assumed Contracts has been satisfied or is
otherwise unenforceable under Bankruptcy Code section 365.
AA. Upon the payment of the Cure Amount to the relevant counterparty to an
Assumed Contract, there will be no outstanding default under each such Assumed Contract.
BB. The Purchaser has demonstrated adequate assurance of future performance
of all Assumed Contracts within the meaning of Bankruptcy Code section 365.
CC. Upon the assignment to the Purchaser and the payment of the relevant
Cure Amounts, each Assumed Contract shall be deemed valid and binding and in full force and
effect in accordance with its terms, and all defaults thereunder, if any, shall be deemed cured,
subject to the provisions of this Order.
DD. An injunction against creditors, government agencies, and third parties
pursuing claims against, and liens, interests and Encumbrances on, the Acquired Assets is
necessary to induce Purchaser to close the Sale, and the issuance of such injunctive relief is
therefore necessary to avoid irreparable injury to the Debtors' estates and will benefit the
Debtors' creditors.
EE. Good faith negotiations between the Purchaser and the Debtors'
management or key employees regarding compensation or future employment are ongoing, and
the Purchaser anticipates that agreements regarding employment and compensation will be
reached. With respect to any agreements entered into between the Purchaser and the Debtors'
management or key employees regarding compensation or future employment, if any exist, the
Purchaser has disclosed the material terms of such agreements. The Purchaser is under no duty
to employ or compensate former employees of Seller except as specifically set forth in the Asset
1IR

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 17 of 174
Purchase Agreement together with all additional instruments and documents that may be
reasonably necessary or desirable to implement the Asset Purchase Agreement and the other
Transaction Documents, the terms and conditions of which are hereby approved. The Seller and
each other party to the Asset Purchase Agreement and any other Transaction Documents, are
hereby authorized and directed to perform each of their covenants and undertakings as provided
in the Asset Purchase Agreement and the other Transaction Documents, prior to or after the
Closing Date without further order of the Court. The Purchaser and the Debtors shall have no
obligation to close the Sale except as is contemplated and provided for in the Asset Purchase
Agreement.
4. Pursuant to Bankruptcy Code section 365(f), notwithstanding any
provision of any Assumed Contract or applicable non -bankruptcy law that prohibits, restricts or
conditions the assignment of the Assumed Contracts, the Seller and any other relevant Debtor is
authorized to assume the Assumed Contracts and to assign the Assumed Contracts to the
Purchaser, which assignment shall take place on and be effective as of the Closing or as
otherwise provided herein, in the Asset Purchase Agreement or by other order of this Court (as
applicable, the "Assumption Date"). Any provision in any Assumed Contract(s) that purports to
declare a breach, default or termination as a result of a change of control of the Acquired Assets
or requires the consent of any non -debtor party for the assumption or assignment thereof is
hereby deemed unenforceable under section 365(f) of the Bankruptcy Code. There shall be no
accelerations, assignment fees, increases or any other fees charged to the Purchaser or the
Debtors as a result of the assumption and assignment of the Assumed Contracts. Pursuant to the
Asset Purchase Agreement, the Purchaser shall be permitted until the Closing Date (or such later
17

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 19 of 174
Assets. Unless otherwise expressly included in the Assumed Liabilities and Permitted
Encumbrances, including with respect to the Norandal USA Inc. Pension Plan for Hourly
Employees of the Newport Rolling Mill, the Norandal USA Inc. Pension Plan for Hourly Paid
Employees at the Salisbury, NC plant, and the Newport Retiree Medical Plan as well as the
CBAs, the Purchaser shall not be responsible for any claims, liens, interests and Encumbrances,
including, but not limited to, the following: (i) any labor or employment agreements; (ii) any
mortgages, deeds of trust and security interests; (iii) any intercompany loans and receivables
between the Seller and one or more of the other Debtors, or any subsidiary, parent, or affiliate of
any Debtor; (iv) any pension, multiemployer plan (as such term is defined in Section 3(37) or
Section 4001(a)(3) of ERISA), health or welfare, compensation or other employee benefit plans,
agreements, practices and programs, including, without limitation, any pension plan (including,
without limitation, the Noranda Aluminum Group Retirement Plan) of any of the Debtors or any
multiemployer plan to which the Debtors have at any time contributed to or had any liability or
potential liability; (v) any other employee, worker's compensation, occupational disease or
unemployment or temporary disability related claim, including, without limitation, claims that
might otherwise arise under or pursuant to (a) ERISA, (b) the FLSA, (c) Title VII of the Civil
Rights Act of 1964, (d) the Federal Rehabilitation Act of 1973, (e) the National Labor Relations
Act, (f) the Age Discrimination and Employee Act of 1967 and Age Discrimination in
Employment Act, as amended, (g) the Americans with Disabilities Act of 1990, (h) COBRA, (i)
state discrimination laws, 0) state unemployment compensation laws or any other similar state
laws, or (k) any other state or federal benefits or claims relating to any employment with the
Debtors or any of their predecessors; (vi) any claim or cause of action for ERISA controlled
group liability, or for termination premiums or any other obligation owing or payable to the
U

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 21 of 174
Final DIP Order)6 and (ii) pay or cause to be paid to the ABL DIP Agent (for the benefit of itself
and other the ABL DIP Credit Parties), from the net proceeds (the "ABL Priority Collateral
Proceeds") of the Sale constituting proceeds of ABL Priority Collateral (as defined in the ABL
DIP Loan Agreement), an amount in cash (the "ABL DIP Payment Amount") necessary to
repay all outstanding Obligations under (and as defined in) the ABL DIP Loan Agreement,
including to Cash Collateralize (as defined in the ABL DIP Loan Agreement) any letters of
credit or any other known contingent Obligations, at which time the Commitment Termination
Date under (and as defined in) the ABL DIP Loan Agreement shall be deemed to have occurred.
For the avoidance of doubt, in no event shall any ABL Priority Collateral Proceeds remitted to
and held by the ABL DIP Agent to Cash Collateralizc any letters of credit or other contingent
obligations under the ABL DIP Loan Agreement be deemed to be part of the Acquired Assets.
The balance of the ABL Priority Collateral Proceeds, together with any proceeds that are held to
Cash Collateralize letters of credit or other contingent Obligations and that remain after full
drawing, expiration, or termination of such letters of credit or other contingent Obligations, shall
be treated as set forth in Paragraph 9 below. The ABL Carve -Out Amount shall be available to
the Debtors for the payment of estate professionals on the terms and conditions set forth in a
stipulation and order amending the Final DIP Order on terms and conditions mutually acceptable
to the Debtors and the Pre -Petition Term Agent (acting on behalf of the Pre -Petition Term
Lenders) and otherwise consistent with the terms thereof described at the Sale Hearing (the
"Amended Final DIP Order'), which Amended Final DIP Order will modify, supplement and
6 Capitalized terms used in paragraphs 8, 9 and 10 of this Order, to the extent not otherwise defined in this Order,
shall have the meanings ascribed to such terms in the Final Order Granting Debtors' Motion to (1) Authorize
Debtors in Possession to Obtain Post-Pelition Financing Pursuant to 11 U.S.C. §§ 105, 361, 363, and 364; (11)
Grant Liens and Superpriority Claims to Post -Petition Lenders Pursuant to I U.S.C. §§ 364 and 507; (III)
Provide Adequate Protection to Pre -Petition Credit Parties; (IV) Alodify Automatic Slay Pursuant to 11 US.C.
§§ 361, 362, 363, 364, and 507; and (V) Grant Related Relief [Docket No. 392] (the "Final DIP Order").
21

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 23 of 174
to the Debtors and available to them on the terms set forth in the Amended Final DIP Order)s to
the Term DIP Agent, which NBL Payment and Net Proceeds shall be permanently applied by the
Term DIP Agent to the indefeasible payment of the Term DIP Obligations pursuant to the Term
DIP Loan Agreement and the Final DIP Order (with the NBL Payment to be applied to repay the
Term DIP Obligations prior to the application of Net Proceeds, but with no further obligation of
the Term Credit Parties to marshal or apply any similar doctrine with respect to any Net
Proceeds). In connection with repayment of the Term DIP Obligations, the Debtors shall be
authorized to enter into a payoff letter agreement with the Term DIP Agent that will, among
other things, specify the amount of the Term DIP Obligations being repaid, provide for the
release of claims against the Term DIP Credit Parties and provide for the payment by the Debtors
of the fees and expenses of the Term DIP Agent in connection with the foregoing. After hull
Payment of all Term DIP Obligations, on the Closing Date, the remaining balance of Net
Proceeds shall be delivered to the Pre -Petition Term Agent for the benefit of the Pre -Petition
Term Lenders. After such receipt of the remaining Net Proceeds as provided above, the Pre -
Petition Term Agent shall deposit $7,500,000 of such proceeds into an escrow account, which
escrow account shall be subject to an escrow agreement reasonably acceptable to the Debtors,
the Pre -Petition Term Agent, the Committee and a majority of the Pre -Petition Term Lenders,
and which escrowed amount shall be released to a trust (the "Creditors' Trust") to be established
for the benefit of the Debtors' creditors at the time and in the manner described on the record at
the Sale Hearing and documented in the manner described in the next paragraph (the
a The "Set -Aside Amount" is the Term Funding Amount less the sum of (x) the aggregate amount of cash held by all
Debtors on the Closing Date (other than the NBL Payment and the ABL Carve -Out Amount), (y) the ABL
Carve -Out Amount and (z) subject to the rights, if any, of any senior lien holder thereon, all insurance proceeds
in the Debtors' possession on the Closing Date. The "Term Funding Amount" is $29,000,000, which shall be
decreased or increased, as the case may be, by the principal amount by which the balance of the Debtors' cash
borrowings under the ABL DIP Facility on the Closing Date less the aggregate amount of cash held by all
Debtors on the Closing Date (inclusive of the NBL Payment but exclusive of the ABL Carve -Out Amount), is
greater or less, as the case may be, than $10,000,000.
23

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 25 of 174
the Closing Date. To the extent any funds of the Debtors that do not constitute Acquired Assets
are held in accounts transferred to the Purchaser (or one or more of its subsidiaries), such funds
shall be promptly returned to the appropriate Debtor, and such funds shall remain subject to any
and all liens of the Debtors' lienholders thereon. Likewise, to the extent that any funds that
constitute Acquired Assets are held in accounts maintained by one or more Debtors after the
Closing, such funds shall be promptly transferred to the Purchaser free and clear of any lien,
Claim, cause of action, or Encumbrance, or right of setoff,, including, but not limited to any lien,
Claim, cause of action, or Encumbrance that arose in connection with, or is related to, the Final
DIP Order, the Amended Final DIP Order or any DIP Agreements, as those terms are defined in
the Asset Purchase Agreement. The applicable Debtors and the Purchaser (and/or one or more of
its subsidiaries, as applicable), may execute any agreement, assignment, novation, instrument or
other document the parties deem necessary or appropriate to effectuate the transfers described in
this paragraph.
12. None of the Purchaser or its affiliates, successors, assigns, equity holders,
employees or professionals shall have or incur any liability to, or be subject to any action by any
of the Debtors or any of their estates, predecessors, successors or assigns, arising out of the
negotiation, investigation, preparation, execution, delivery of the Asset Purchase Agreement and
the entry into and consummation of the Sale, except as expressly provided in the Asset Purchase
Agreement, related instruments and agreements and this Order.
13. All amounts, if any, to be paid by Debtors' pursuant to the Asset Purchase
Agreement or Transition Services Agreement shall constitute administrative expenses pursuant
to sections 503(b) and 507(a)(2) of the Bankruptcy Code and shall be due and payable if and
when the Debtors' obligations arise under the Asset Purchase Agreement without further order of
25

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26.52 Main Document
Pg 27 of 174
affiliates, successors, assigns, equity holders, employees or professionals (the "Protected
Parties"), against any Protected Party's assets or properties, including, without limitation, the
Acquired Assets; (b) the enforcement, attachment, collection or recovery, by any manner or
means, of any judgment, award, decree or order against the Protected Parties or any properties or
assets of the Protected Parties, including, without limitation, the Acquired Assets; (c) creating,
perfecting or enforcing any encumbrance of any kind against the Protected Parties or any
properties or assets of the Protected Parties, including, without limitation, the Acquired Assets;
(d) asserting any setoff, right of subrogation or recoupment of any kind against any obligation
due to the Protected Parties; or (e) taking any other action, in any manner or in any place
whatsoever that does not conform to or comply with the provisions of this Order. Following the
Closing, no holder of a claim, lien, interest or Encumbrance against the Debtors shall interfere
with the Purchaser's title to or use and enjoyment of the Seller's interests in the Acquired Assets
based on or related to such claim, lien, interest or Encumbrance, and, except as otherwise
provided in the Asset Purchase Agreement or this Order, all such claims, liens, interests or
Encumbrances, if any, shall be, and hereby are transferred and attached to the proceeds from the
Sale in the order of their priority, with the same validity, force and effect which they have
against such Acquired Assets as of the Closing Date, subject to any rights, claims and defenses
that the Seller's estate and the Debtors, as applicable, may possess with respect thereto. All
persons are hereby enjoined from taking action that would interfere with or adversely affect the
ability of the Seller to transfer the Acquired Assets in accordance with the terms of the Asset
Purchase Agreement and this Order.
15. Upon assumption of the Assumed Contracts by the Seller (or the
applicable Debtor) and assignment of same to the Purchaser, the Assumed Contracts shall be
27

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 29 of 174
365(c)(1)(8) and 365(f)(1) to the assumption of such Assumed Contract by the Debtors or the
assignment of such Assumed Contract to the Purchaser.
17. Notwithstanding anything herein to the contrary, the Debtors and the
Purchaser agree that if the Debtors, the Purchaser or any third party need to use any programs
licensed or services provided by Oracle America, Inc. ("Oracle") to the Debtors (the "Oracle
Aereements"), including any Oracle Agreement to be assumed and assigned to the Purchaser
pursuant to the Asset Purchase Agreement, the Debtors, the Purchaser or such third party must
first enter into a separate agreement with Oracle providing the terms of use, if any, of any such
Oracle programs and/or services. Additionally, the Debtors, the Purchaser and Oracle agree to
enter into assignment documentation acceptable to such parties.
18. The Asset Purchase Agreement has been entered into by the Purchaser in
good faith and the Purchaser is a good faith purchaser of the Subject Assets as that term is used
in Bankruptcy Code section 363(m). The Purchaser is entitled to all of the protections afforded
by Bankruptcy Code section 363(m). Accordingly, the reversal or modification or appeal of the
authorization provided herein to consummate the Sale shall not affect the validity of the Sale to
the Purchaser, unless such authorization is duly stayed pending such appeal prior to the Closing
Date.
19. No bulk sales law or any similar law of any state or other jurisdiction shall
apply in any way to the Sale. Except as otherwise provided in the Asset Purchase Agreement, no
obligation or liability, contingent or otherwise, for brokerage or finders' fees or agents'
commissions or other similar payment is due to any person in connection with the Asset
Purchase Agreement, the other Transaction Documents or the transactions contemplated hereby
or thereby for which the Purchaser is or will become liable.
29

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 31 of 174
any other similar federal or state laws; (iii) have, de facto, or otherwise, merged or consolidated
with or into Seller; (iv) be a mere continuation or substantial continuation of Seller or the
enterprise(s) of Seller; or (v) be liable for any acts or omissions of Seller in the conduct of the
Downstream Business or arising under or related to the Acquired Assets other than as set forth in
the Asset Purchase Agreement. Without limiting the generality of the foregoing, and except as
otherwise provided in the Asset Purchase Agreement, the Seller and Purchaser intend, and the
Court hereby orders, that the Purchaser shall not be liable for any Encumbrance or Liability
(other than Assumed Liabilities and Permitted Encumbrances) against the Seller, any of its
predecessors or any of the other Debtors, and the Purchaser shall have no successor or vicarious
liability of any kind or character, including, but not limited to, whether known or unknown,
whether fixed or contingent, in each case, with respect to the Downstream Business or the
Acquired Assets arising prior to the Closing Date or any Liabilities of the Seller, Debtors, or any
parent or subsidiary thereof (the "Seller Parties") (other than Assumed Liabilities and Permitted
Encumbrances), including any debt incurred as a result of any obligations owing under the
Debtors' debtor -in -possession financing facilities; claims held by any person, governmental unit,
or entity against any Debtor under Bankruptcy Code section 503(b)(9), except to the extent
constituting an Assumed Liability; other than with respect to any Assumed Liabilities, any post -
closing claims hereinafter incurred or arising or owed by the Seller Parties and brought by or
owed to the Pension Benefit Guaranty Corporation as a result of any termination by the Debtors
of an employee pension plan, including, but not limited to, any Claims brought or obligations
owed under § 4006(a)(7) of ERISA or any other law; or any claims based on any theory of
antitrust, successor or transferee liability, labor, employment or benefits law, de facto merger or
substantial continuity, whether known or unknown as of the Closing Date, whether fixed or
31

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 33 of 174
24. If any person or entity which has filed statements or other documents or
agreements evidencing liens, interests or Encumbrances on, or claims in, the Acquired Assets
shall not have delivered to the Debtors before the Closing Date, in proper form for filing and
executed by the appropriate parties, termination statements, instruments of satisfaction, releases
of liens and easements, and any other documents necessary for the purpose of documenting the
release of all claims, liens, interests or Encumbrances (other than Permitted Encumbrances)
which the person or entity has or may assert with respect to the Acquired Assets, the Debtors and
the Purchaser are hereby authorized to execute and file such statements, instruments, releases
and other documents on behalf of such person or entity with respect to the Acquired Assets.
25. All counterparties to the Assumed Contracts shall cooperate and
expeditiously execute and deliver, upon the reasonable requests of the Purchaser, and shall not
charge the Debtors or the Purchaser for any instruments, applications, consents or other
documents which may be required or requested by any public or quasi -public authority or other
party or entity to effectuate the applicable transfers in connection with the Sale.
26. Each and every federal, state and governmental agency or department, and
any other person or entity, is hereby authorized to accept any and all documents and instruments
in connection with or necessary to consummate the Sale contemplated by the Asset Purchase
Agreement,
27. With respect to the Business Bank Accounts (as defined in the Asset
Purchase Agreement), (a) pursuant to and in accordance with Section 8.3 of the Asset Purchase
Agreement and this Order, Purchaser is hereby granted a perfected, first -priority lien and security
interest in, and collateral assignment of (referred to herein as the "Lien"), the Business Bank
Accounts, together with all products and proceeds of the Business Bank Accounts including all
33

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 35 of 174
shall, on each Business Day (as defined in the Asset Purchase Agreement), sweep all monies on
deposit in such applicable Business Bank Account and deliver all such monies via wire, ACH or
other transfer in a manner reasonably acceptable to the Purchaser to an account directed by the
Purchaser.
28. Nothing in this Order or the Asset Purchase Agreement releases, nullifies,
precludes, or enjoins the enforcement of any environmental liability to a governmental unit that
any entity would be subject to as the owner or operator of property after the Closing Date.
Nothing in this Order or the Asset Purchase Agreement authorizes the transfer or assignment of
any governmental (a) license, (b) permit, (c) registration, (d) authorization or (c) approval, or the
discontinuation of any obligation thereunder, without compliance with any applicable legal
requirements under environmental law.
29. Without limiting the provisions of paragraph 28 above, but subject to
Bankruptcy Code section 525(a), no governmental unit may revoke or suspend any right, license,
trademark or other permission relating to the use of the Acquired Assets sold, transferred or
conveyed to the Purchaser on account of the filing or pendency of these Chapter 11 Cases or the
consummation of the Sale.
30. Nothing in this Order or the Asset Purchase Agreement shall be construed
to limit any independent obligation of the Purchaser arising after the closing pursuant to the
National Labor Relations Act, 29 U.S.C. § 145 et seq. Furthermore, nothing in this Order or the
Asset Purchase Agreement shall be construed to limit or modify any independent obligation of
the Purchaser arising upon the Closing pursuant to any collective bargaining agreement to which
the Purchaser is a party or has agreed to be bound.
35

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 37 of 174
under sections 503(b) and 507(a)(2) of the Bankruptcy Code, and (b) shall be paid by the
Debtors in the time and manner provided for in the Asset Purchase Agreement (and such related
agreements) without further Court order.
35. JW Aluminum Company, the Designated Back -Up Bidder, is hereby
approved as the Back -Up Bidder and the Designated Back -Up Bid is hereby approved and
authorized as the Back -Up Bid. The Designated Back -Up Bid shall remain open through
September 20, 2016 as per the terms of the Designated Back -Up Bid. In the event the Asset
Purchase Agreement is terminated pursuant to its terms and the sale of the Acquired Assets to the
Purchaser is not consummated, then the Designated Back -Up Bidder will be deemed the
Successful Bidder in accordance with the Bidding Procedures and all references herein to the
Purchaser and the Asset Purchase Agreement shall be to the Designated Back -Up Bidder and the
Designated Back -Up Bid, respectively, without further order of this Court. In such case the
findings and other provisions of the Order shall apply to the Designated Back -Up Bidder and the
Designated Back -Up Bid to the same extent that they apply to the Purchaser and the Asset
Purchase Agreement,
36. To the extent there is any inconsistency between the terms of this Order
and the terms of the Asset Purchase Agreement, the terms of this Order shall govern. To the
extent this Order is inconsistent with any prior order or pleading filed in these Chapter I I Cases
related to the Motion, the terms of this Order shall govern.
37. Except as expressly provided in the Asset Purchase Agreement, nothing in
this Order shall be deemed to waive, release, extinguish or estop the Debtors or their estates from
asserting, or otherwise impair or diminish, any right (including, without limitation, any right of
37

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 39 of 174
42. The failure specifically to include or make reference to any particular
provisions of the Asset Purchase Agreement in this Order shall not diminish or impair the
effectiveness of such provision, it being the intent of the Court that the Asset Purchase
Agreement is authorized and approved in its entirety.
43. The Court retains jurisdiction with respect to all matters arising from or
related to the implementation of this Order, including, without limitation, the authority to:
(1) interpret, implement and enforce the terms and provisions of this Order (including the
injunctive relief provided in this Order) and the terms of the Asset Purchase Agreement, all
amendments thereto and any waivers and consents thereunder; (ii) protect the Purchaser, or the
Acquired Assets, from and against any claims, liens, interests or Encumbrances; (iii) compel
delivery of all Acquired Assets to the Purchaser; (iv) compel the Purchaser to perform all of its
obligations under the Asset Purchase Agreement; and (v) resolve any disputes arising under or
related to the Asset Purchase Agreement or the Sale.
44. The Asset Purchase Agreement and any related agreements, documents or
other instruments may be modified, amended or supplemented through a written document
signed by the parties thereto in accordance with the terms thereof without further order of the
Court; provided, however, that any such modification, amendment or supplement is neither
material nor materially changes the economic substance of the transactions contemplated hereby.
45. This Order constitutes a final order within the meaning of
28 U.S.C. § 158(a). Notwithstanding any provision in the Bankruptcy Rules to the contrary,
including but not limited to Bankruptcy Rule 6004(h), the Court expressly finds there is no
reason for delay in the implementation of this Order and, accordingly: (i) the terms of this Order
shall be immediately effective and enforceable upon its entry; (ii) the Debtors are not subject to
39

Case 16-10083 Doc 1053 Piled 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 41 of 174
[Exhibit A]
[Amendment No. E to Asset Purchase Agreement]

Case 16-10083 Doc 1053 Fifed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 43 of 174
Auction, the "Outside Date" shall be sixty (60) days from entry of the Sale Order;
provided, further, that if the Closing has not occurred by such date, but on such date all of
the conditions set forth in Article 9 and Article 10 have been satisfied or waived (to the
extent such conditions may be waived) other than the conditions set forth in Sections 9.4
and 10.4, then the Outside Date shall automatically be extended until twenty (20) days
after such initial Outside Date (and such extended date shall be deemed to be the
"Outside Date" for all purposes hereunder); provided, further, that the terminating Party
under this Section 11.1{b O, is not (at such time of termination) in breach of any
representation, warranty, covenant or other agreement in this Agreement which breach is
the proximate cause of the failure of the Closing to occur on or prior to the Outside Date.
2. Continuing Effect. Except as expressly provided in the preceding
Section 1 (Amendments), nothing contained herein shall constitute an amendment, modification
or waiver of any provision of the Agreement and the Agreement shall remain in full force and
effect.
3. Other Provisions. The provisions of Article 1 (Definitions) and Article 13
(General Provisions) of the Agreement are incorporated herein by reference and shall apply to
the terms and conditions of this Amendment and the Parties mutatis mutandis.
[Remainder of page intentionally left blank]
2

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 45 of 174
IN WITNESS WHEREOF, the Parties have caused this Amendment to Asset
Purchase Agreement to be executed and delivered by their duly authorized representatives, all as
of the date first written above.
BEAGLE ACQUISITION CORP.
By: ,
Name:
Title:
By:
Name:
Title:
GRANGES AB (PUBL)
By: —
Name:
Title:
By:
Name:
Title:
NORANDAL USA, INC.
By.
Name:("Gail E. Lehman
Title: General Counsel
[Signature Page to Amendment to Asset Purchase Agreement]

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 47 of 174
TRANSITION SERVICES AGREEMENT
BY AND BETWEEN
BEAGLE ACQUISITION CORP.
AND
NORANDA INTERMEDIATE HOLDING CORPORATION
DATED AS OF [ • 1, 2016

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 49 of 174
8.3
Sole and Exclusive Remedy...................................................................................13
ARTICLE 1X.
FORCE MAJEURE............................................................................................._
13
9.1
Force Maj cure......................................................................................................
-13
9.2
Termination on Force Majeure...............................................................................14
ARTICLEX.
MISCELLANEOUS................................................................................................14
10.1
Incorporation By Reference...................................................................................14
10.2
Escrow Amount and Administrative Expense Priority..........................................14
10.3
Binding Effect of Agreement; Third Party Transferee...........................................15
10.4
Assignment and Delegation...................................................................................15
10.5
Independent Contractor..........................................................................................16
10.6
Performance...........................................................................................................16
10.7
Severability............................................................................................................16
10.8
No Recourse...........................................................................................................16
10.9
Amendment............................................................................................................16
10.10
Waiver....................................................................................................................16
10.11
No Third -Party Beneficiaries.................................................................................17
10.12
Consent..................................................................................................................17
10.13
Entire Agreement; Conflict....................................................................................17
10.14
Execution of Agreement........................................................................................17
10.15
Data Protection.......................................................................................................17
111

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26:52 Main Document
Pg 51 of 174
NIHC (the "Service Fee") and upon the other terms and conditions contained in this Agreement
(including Exhibit A).
1.2 Buyer Services. NIHC hereby engages Buyer to provide, and Buyer hereby
agrees to provide or cause to be provided, to the Seller Parties the services set forth on Exhibit B,
attached hereto and made a part hereof (as amended, modified or supplemented from time to
time in accordance with this Agreement, the "Buyer Services" and, together with the Seller
Services, the "Services"), in cacti case for the period of time for such Service (also, a "Service
Period'), in consideration of the amounts owed to Buyer (also, a "Service Fee") and upon the
other terms and conditions contained in this Agreement (including Exhibit B).
1.3 Service Provider and Service Recipient. Any Party providing Services pursuant
to this Agreement (whether through its own resources, the resources of its Affiliates or by
contracting with reputable third party contractors) shall be referred to herein as a "Service
Provider," and any Party (whether itself or one or more of its Affiliates) receiving Services
pursuant to this Agreement shall be referred to herein as a "Service Recipient."
1.4 Later-ldentified Services. In the event a Party (in its capacity as a Service
Recipient) (a) desires to modify a Service being provided hereunder, or (b) identifies any service
material to the operation of its business that was previously provided to Service Recipient or the
business of Service Recipient by Service Provider (or, if Service Recipient is a Seller Party,
through Acquired Assets), in each case that is reasonably necessary in order for Service
Recipient to operate its business following the Effective Date substantially as such business was
conducted since the Petition Date (and which Service is not contemplated hereby), the Parties
shall negotiate in good faith to modify the Seller Services or the Buyer Services (as applicable)
or add such new Service to this Agreement such that Service Provider will provide (or arrange
for the provision oo such Service to Service Recipient and its Affiliates, with the Service Fee
and the Service Period for such new or modified Service being mutually agreed by the Parties in
good faith.
1.5 Services Standards.
(a) Subject to the terms and conditions of this Agreement, each Service
Provider shall use its reasonable best efforts to provide or cause to be provided each of the
Services required to be provided hereunder by such Service Provider (i) with the priority,
standards of care, quality, skill and diligence in respect of such Service consistent with what such
Service Provider would provide to its own business, and on a non-discriminatory basis as
compared to Service Provider's other business units, or in the case of NIHC as Service Provider,
consistcnt with what NIHC has historically provided to the businesses of Service Recipient since
the Petition Date, but in no event less than reasonable volumes, priority, standards, degrees, and
levels in order to assist in the transition of the business in a manner that minimizes any adverse
impact on the operation of the business of Service Recipient (and, in the case of NIHC, its
Affiliates), and (ii) in accordance with any additional services standards, terms, and conditions
for such Service as specified on Exhibit A or Exhibit B, as applicable, including, without
limitation, the provision of the Services by the individuals identified in Exhibit A and Exhibit B
as providing the applicable Services to the extent employed by Service Provider. 'rhe foregoing
standards shall be referred to herein and in the Exhibits hereto as the "Services Standards."

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 53 of 174
matters and facilities relating to the provision and receipt of Services. Notwithstanding anything
to the contrary in this Agreement, Service Provider shall not be liable for any impairment of any
Service caused by its not receiving information or access, either timely or at all, or by its
receiving inaccurate or incomplete information from Service Recipient or its Affiliates regarding
that Service.
ARTICLE II.
TERM AND TERMINATION
2.1 Term of Services.
(a) The Seller Services to be provided under this Agreement shall commence
as of the Effective Date and, with respect to each Seller Service, shall continue until the duration
of the applicable Service Period (or such later or earlier time the Parties mutually agree in
writing); provided, however, that any Seller Service provided hereunder may be terminated in
accordance with Section 2.3 or extended in accordance with Section 2.4.
(b) The Buyer Services to be provided under this Agreement shall commence
as of the Effective Date and, with respect to each Buyer Service, shall continue until the duration
of the applicable Service Period (or such later or earlier time the Parties mutually agree in
writing); provided, however, that any Buyer Service provided hereunder may be terminated in
accordance with Section 2.3 or extended in accordance with Section 2.4.
2.2 Term of Agreement. This Agreement shall remain in full force and effect until
the earlier of (a) the expiration or termination of all of the Services provided hereunder, and (b)
the termination of this Agreement in accordance with Section 2.3 (the "Term").
2.3 Termination.
(a) Any Service Recipient may terminate, in whole or in part, one or more of
the Services provided to such Service Recipient pursuant to this Agreement upon thirty (30) days
(or for Service Periods that are one year or less, ten (10) days) prior written notice to Service
Provider. Without limiting the generality of the foregoing, at Service Recipient's reasonable
request, Service Provider agrees to use commercially -reasonable efforts to revise, modify, and
amend any Service to separate, unbundle, and/or disaggregate ("Unbundle") such Service,
including, without limitation, with respect to a particular country or other geographic region, to a
particular facility or group of facilities, to a particular set of employees or service providers, to a
particular set of customers, vendors, or suppliers, to a particular division, affiliate, or other
business group of Service Recipient, or any other reasonable division or separation so that
Service Recipient may terminate a portion of the Unbundled Service (a "Service Portion"),
provided that (i) the obligation of Service Provider to Unbundle any Service shall be subject to
Service Recipient's agreement to bear all reasonable costs incurred by Service Provider for such
Unbundling and to such modifications to the terms of such Service, and (ii) Service Provider
shall have no obligation to Unbundle a Service to the extent that such action would violate third
party agreements (subject to Service Provider's obligation to undertake commercially -reasonable
efforts to seek modifications or amendments to such third party agreements) or applicable law to
which such Service is subject. Following any request by Service Recipient pursuant to this
Section 2.3(a) to Unbundle a Service, the Parties shall comply with Section 3.6 with respect to
4

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 55 of 174
ARTICLE Ill.
COMPENSATION
3.1 Compensation. Each Party agrees, in consideration for the Services rendered to
such Party and any of its Affiliates pursuant to this Agreement, to pay (i) the applicable Service
Fees set forth for such Services on Exhibit A or Exhibit B, if any, plus (ii) any and all reasonable
and documented out-of-pocket third -party costs, fees, assessments or expenses identified for
such Services on Exhibit A or Exhibit B, or for which Service Recipient has provided its prior
written approval, and has been actually paid or incurred by any Service Provider and its
Affiliates in connection with the performance of such Services {clauses (i) and (ii), "Fees"). To
the extent reasonably feasible, the Parties agree to cooperatively prepare, review, and approve
periodic budgets for the Services to facilitate the advance approval of the costs, expenses, fees,
and other amounts anticipated to be incurred by Service Provider in providing the Services.
3.2 Billiniz. For those Services for which payments are due, Services shall be billed
bi-weekly (i.e. every two weeks) in arrears by the applicable Service Provider in such amounts
and in accordance with the applicable Fees for such Services. Where Fees for Services are based
on hourly rates by person, such invoice shall identify the applicable individuals and include a
daily accounting of hours spent and tasks performed by such individuals. Each Service
Recipient shall pay any invoiced and billed Fees due to the applicable Service Provider within
forty-five (45) calendar days after such Service Recipient's receipt of such invoice or bill,
provided that Service Recipient may withhold from its payment of such invoice the amount of
any Invoice Dispute (as defined below). Each billing invoice shall set forth in reasonable detail
the applicable Service provided during such period and the corresponding Fees owed for each of
the Services. If requested, Service Provider will provide Service Recipient with reasonable
documentation regarding out-of-pocket costs or expenses included in an invoice. Service
Recipient will pay Service Provider a late payment fee equal to the lesser of one percent (1 %)
per month or the maximum amount permissible by applicable Legal Requirements (the "Late
Fee") on all payments that are more than twenty (20) Business Days past due, to the extent that
such payments are not subject to an Invoice Dispute.
3.3 Invoice Disputes. If Service Recipient discovers an error or omission in any
invoice or otherwise disputes any amount set forth in any invoice in good faith (each, an
"Invoice Dispute"), Service Recipient shall provide prompt written notice to Service Provider of
such Invoice Dispute for resolution in accordance with Section 1.6 of this Agreement.
3.4 Extension Fee. Service Provider will have no obligation to provide any Services
after expiration of the applicable Service Period; provided, however, that in the event the Service
Period for any Service is extended pursuant to the terms and conditions of this Agreement
(including, without limitation, Section 2.4), each Service Fee payable by Service Recipient for
such Service shall be increased by an amount equal to three percent (3%) of such Service Fee
(i.e., the new Service Fee would be an amount equal to 103% of the old Service Fee).
3.5 Early Termination. In the event the Service Period for any Service or Service
Portion is terminated pursuant to the terms and conditions of this Agreement (including, without
limitation, Section 2.3(a) of this Agreement), Service Recipient shall pay to Service Provider the
applicable Fees for such Service or Service Portion (determined in accordance with Section 3.6)
6

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 57 of 174
reasonably required. The Parties shall provide each other with any information reasonably
requested in order to comply with applicable Legal Requirements or in connection with the
reporting of any taxes payable pursuant to this Agreement or any audit relating to any such taxes,
where such information is connected with the tax treatment or position with the Service Fees to
be paid by Service Recipient, or its designated Affiliate, to Service Provider.
3.8 Records. The Parties will at all times during the term of this Agreement maintain
materially complete and accurate accounting records with regard to the Services provided under
this Agreement. Service Recipient shall have the right, no more than once per calendar quarter
during the term hereof, upon five (5) days prior written notice to Service Provider to inspect
during normal business hours the relevant accounting records of Service Provider and its
Affiliates and any relevant documents, materials and records related to the Services provided
under this Agreement in order to determine whether Service Provider and its Affiliates complicd
with their obligations under this Agreement, it being understood that such inspection shall be
conducted in such a manner that will not unreasonably interfere with the ordinary course of
business of Service Provider or its Affiliates. Such inspection shall be subject to the provisions
and limitations of Section 7.1 of the Purchase Agreement, applied mutatis mutandis, except that
requests for inspections shall be made to each of the Parties hereto rather than PJT Partners as
identified in Section 7.1 of the Purchase Agreement.
ARTICLE IV.
INTELLECTUAL PROPERTY
4.1 Ownership and Licensing of Intellectual Property.
(a) if in connection with its provision or receipt of the Services a Party or any
of its Affiliates (collectively, the "Licensor Party") provides, or provides access to, the other
Party or any of its Affiliates (collectively, the "Licensee Party") any documents or anything else
containing or comprising any intellectual property owned by such Licensor Party, such Licensor
Party hereby grants to the Licensee Party, during the applicable Service Period, a non-exclusive,
revocable, non -transferable, non-sublicensable, royalty -free, fully paid -up license to copy,
display, perform, transmit, create derivative works from and otherwise modify, make, use and
otherwise exploit such documents or other things containing or comprising such intellectual
property, solely to the extent necessary to provide or receive the applicable Services in
accordance with this Agreement. Notwithstanding the foregoing, the Licensor Party does not,
through this Agreement, grant the Licensee Party any right or license in any trade names,
trademarks, service marks, trade dress, logos or similar intellectual property owned by the
Licensor Party.
(b) Subject to the terms and conditions of this Agreement and any applicable
intellectual property license under which a Licensor Party obtains rights to intellectual property
as licensee, the Licensor Party hereby grants the Licensee Party, during the applicable Service
Period, a non-exclusive, revocable, non -transferable, non-sublicensable, royalty -free, fully paid -
up sublicense under the Licensor Party's sublicensable rights in the third party intellectual
property to copy, display, perform, transmit, create derivative works from and otherwise modify,
make, use documents and other things containing or comprising such third party intellectual
property and otherwise exploit such documents and other things that are provided or otherwise
made available by the Licensor Party to the Licensee Party, solely to the extent necessary to
E3

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 59 of 174
any intellectual property of the other Party. All rights and licenses not expressly granted in this
Agreement or the Purchase Agreement are expressly reserved by the relevant Party.
ARTICLE V.
NO WARRANTY
EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR IN THE PURCHASE
AGREEMENT, OR IN ANY OTHER AGREEMENT, INSTRUMENT, CERTIFICATE, OR
OTHER DOCUMENT MADE IN CONNECTION WITH THE TRANSACTIONS
DESCRIBED IN THE PURCHASE AGREEMENT, EACH OF THE PARTIES, ON BEHALF
OF ITSELF AND EACH OF ITS AFFILIATES, EXPRESSLY DISCLAIMS, AND
ACKNOWLEDGES SUCH DISCLAIMER BY THE OTHER PARTY, (A) ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE
OF MERCHANTABILITY, WORKMANSHIP, DESIGN, FITNESS FOR A PARTICULAR
PURPOSE AND INFRINGEMENT; AND (B) THAT THE SERVICES PROVIDED
HEREUNDER WILL YIELD ANY GIVEN OR STATED ECONOMIC, FINANCIAL, PROFIT
OR BUSINESS RESULT TO A SERVICE RECIPIENT OR WILL RESULT IN A SERVICE
RECIPIENT HAVING ANY GIVEN STANDING OR POSITION IN ANY BUSINESS,
MARKET OR PRODUCT.
ARTICLE V1.
CONFIDENTIAL INFORMATION
6.1 Confidential Information. As it is used in this Agreement, the term "Confidential
Information" shall mean, with respect to any Party, all confidential and non-public information
of such Party and its Affiliates (including information that is subject to confidentiality
obligations to third parties), whether in written, oral, electronic or other tangible or intangible
forms, stored in any medium, including studies, reports, books and records, contracts,
instruments, surveys, discoveries, ideas, concepts, know-how, techniques, designs,
specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data,
computer data, disks, diskettes, tapes, computer programs or other software, marketing plans,
customer names, memos, and other technical, financial, employee or business information or
data. Notwithstanding the foregoing, the term "Confidential Information" shall not include, with
respect to the information of any Party or its Affiliates, any information that: (a) is or becomes
available to the general public, other than as a result of a disclosure by a member of the other
Party or any of its Affiliates or any of its or their directors, officers, employees, agents,
accountants, counsel or other advisors or representatives (collectively, "Representatives") in
violation of this Agreement or other confidentiality obligations owed to the disclosing Party;
(b) is or becomes available to the other Party or any of its Affiliates on a non -confidential basis
from a third party; provided, that the source of such information was, to the knowledge of the
other Party, not bound by a confidentiality obligation with respect to such information or
otherwise prohibited from transmitting such information by a contractual, fiduciary or other legal
obligation or (c) was or is independently developed by a Party or any of its Affiliates without the
use of any Confidential Information.
6.2 Nondisclosure Obli atg ions. Except as otherwise permitted by this Article V1,
each Party shall, and shall cause its Affiliates and its and their respective Representatives to,
(a) hold in strict confidence, with at least the same degree of care it applies to its own
Ef

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 61 of 174
a Party of its obligations under this Article VI would be difficult or impossible to ascertain and
that there would be no adequate remedy at law available to the non -breaching Party in the event
of such breach. Consequently, in the event of a breach by a Party of its obligations under this
Article VI, the non -breaching Party, in addition to receiving damages for the breach, shall be
entitled to enforce any or all of the covenants contained in this Article VI by preliminary and
permanent injunctive or other equitable relief without the necessity of posting a bond or proving
actual damages.
ARTICLE VI1.
COMPLIANCE WITH LAWS AND REGULATIONS
7.1 Compliance.
(a) Each Party shall comply in all material respects with all applicable Legal
Requirements governing the Services to be provided hereunder.
(b) If a Service results in a Party or any of its Affiliates being given notice
from a Governmental Authority that it is in violation of a Legal Requirement, the Parties will
exercise reasonable best efforts to provide the Service in a manner that is not in violation of such
Legal Requirement. In the event that the Parties are unable to do so, any Party may immediately
terminate such Service upon written notice to the other Party; provided, however, that such Party
shall first provide written notice to the other Party of the basis for its determination that certain
Services are unlawful for it to provide, and the Parties will thereafter promptly work together in
good faith and use their reasonable best efforts to arrange a substitute means of providing, or
obtaining a replacement or substitute for, such Service that would not be unlawful. As of the
Effective Date, Service Provider represents and warrants to Service Recipient that, to its
knowledge, it will not be unlawful for it to provide the Services required of it under this
Agreement.
ARTICLE VIII.
INDEMNITY AND LIMITED LIABILITY; FORCE MAJEURE
8.1 Indemnification.
(a) Subject to Section 8.2, each Party (in its capacity as Service Recipient)
agrees to release, discharge, defend, indemnify, save and hold harmless the other Party (in its
capacity as Service Provider), its Affiliates and its and their respective directors, officers,
employees, advisors and agents, and each of the foregoing's respective heirs, executors,
successors and permitted assigns (collectively, the "Service Provider Indemnified Parties") from
and against any and all losses, damages, liabilities, Proceedings and out-of-pocket costs and
expenses (including reasonable attorneys' fees) ("Loss es ") imposed on, sustained by, incurred
or suffered by, or asserted against, any of the Service Provider Indemnified Parties, whether in
respect of third -party claims, claims between the Parties, or otherwise, directly or indirectly
arising from or related to the performance of this Agreement by such Party or its Affiliates (in
their capacity as Service Recipient), except to the extent such Losses are caused by the gross
negligence, fraud or willful misconduct of any of the Service Provider Indemnified Parties.
12

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 63 of 174
impossibility due to operation of law (including without limitation by decree of a court of
competent jurisdiction), or by reason of any other causes whatsoever not reasonably within the
control of such Party or such Party's Affiliates, including, but not limited to, acts of God, civil or
military authority, war, acts of a public enemy, terrorism, riot, insurrection, civil violence or
disobedience, blockages, embargoes, sabotage, accidents, epidemics, fire, earthquakes, floods,
the elements, strikes, lock -outs or other industrial or labor disturbances and labor disputes
occurring with respect to the Services being provided hereunder, lightning, hurricanes,
explosions, disruption of supplies or transportation and delay of carriers (all of the foregoing
referred to hereinafter as a "Force Majeure"). Upon the occurrence of a Force Majeure, the Party
whose performance or Affiliates' performance is so prevented (the "Declaring Pang") shall
notify the other Party promptly in writing of the cause of the Force Majeure, and the estimated
time that such Force Majeure shall continue. The Declaring Party shall thereafter use its
commercially reasonable efforts to overcome the Force Majeure; provided, however, that the
settlement of strikes, lock -outs and other industrial or labor disturbances shall be entirely within
the discretion of the Declaring Party, and the Declaring Party shall not be required to make
settlement of strikes, lock -outs and other industrial or labor disturbances by acceding to the
demands of any opposing third party or parties when such course is unfavorable in the Declaring
Party's reasonable judgment. No Party shall be required to pay for any disrupted Services during
the period in which neither it nor any of its Affiliates is being provided such Services. Each Party
agrees that if it or any of its Affiliates experiences any shortage, interruption, delay, inadequacy
or limitation in the availability of any of the Services (by reason of Force Majeure or otherwise)
and is unable to fulfill the applicable Service Recipient's requirements for such Services, such
Party shall ensure that the applicable Service Recipient is treated no less favorably than any other
business of the applicable Service Provider in the allocation by the applicable Service Provider
between such businesses and the applicable Service Recipient of such affected Services.
9.2 Termination on Force Majeure. If a Service Provider's performance of any
Service under this Agreement is suspended or rendered impractical by reason of Force Majeure
for a period in excess of ten (10) Business Days during the Term, the applicable Service
Recipient shall have the right to terminate this Agreement with respect to any such disrupted
Service immediately upon written notice to such Service Provider or extend, by written notice to
Service Provider, the Service Period for such disrupted Service equal to the time period of such
disruption. An event of Force Majeure shall not operate to limit amounts payable for Services
rendered on or prior to the actual date of the event of Force Majcurc.
ARTICLE X.
MISCELLANEOUS
10.1 Incorporation By Reference. The following sections of the Purchase Agreement
are incorporated herein by this reference, mutatis mutandis: Section 1.2 (Other Definitions and
Interpretive Matters), Section 13.4 (Notices), Section 13.10 (Governing Law; Consent to
Jurisdiction and Venue; Jury Trial Waiver);
10.2 Escrow Amount and Administrative Expense Priority. Without limiting any of
the other rights or remedies available to Buyer or its Affiliates under this Agreement or
otherwise, the Escrow Amount, as that term is defined in the Purchase Agreement and in the
Specified Escrow Agreement attached as Exhibit D to the Purchase Agreement, shall and hereby
does secure all of NIHC's and its Affiliates' duties, obligations, and commitments under this
14

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 65 of 174
10.5 Independent Contractor. Each Service Provider is and shall remain at all times an
independent contractor of the applicable Service Recipient in the performance of all Services
hereunder; and all persons employed by a Service Provider or under contract or agreement with a
Service Provider to perform such Services shall be and remain employees or contractors solely of
such Service Provider and subject only to the supervision and control of such Service Provider's
supervisory personnel.
10.6 Performance. Subject to Article VIII, each Party shall cause to be performed, and
hereby guarantees the performance of, all actions, agreements and obligations set forth herein to
be performed by any Affiliate of such Party.
10.7 Severability. The provisions of this Agreement shall be deemed severable, and
the invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof. If any provision of this Agreement, or the application thereof to any
Person or any circumstance, is determined to be invalid or unenforceable by a court of competent
jurisdiction, (a) the Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in an acceptable manner in order that the
transactions contemplated hereby are consummated as originally contemplated to the greatest
extent possible; and (b) the remainder of this Agreement and the application of such provision to
other Persons or circumstances shall not be affected by such invalidity or unenforceability.
10.8 No Recourse. Notwithstanding anything that may be expressed or implied in this
Agreement, each Party covenants, agrees and acknowledges that no recourse under this
Agreement or any documents or instruments delivered in connection with this Agreement shall
be had against any of the Parties' or any of their respective Affiliates' former, current or future
direct or indirect equity holders, controlling persons, stockholders, directors, officers, employees,
agents, members, managers, general or limited partners or assignees (each a "Related Party" and
collectively, the "Related Parties"), in each case other than Buyer, NIHC or any of their
respective successors and permitted assigns under this Agreement, whether by the enforcement
of any assessment or by any legal or equitable proceeding, or by virtue of any applicable Legal
Requirement, whether based on contract, tort, fraud, strict liability, other Legal Requirements or
otherwise and whether by piercing the corporate veil, by a claim by or on behalf of a Party or
another Person or otherwise, it being expressly agreed and acknowledged that no personal
liability whatsoever shall attach to, be imposed on or otherwise be incurred by any of the Related
Parties, as such, for any obligation or liability of Buyer, NIHC or any of their Affiliates or
contractors under this Agreement or any documents or instruments delivered in connection
herewith for any claim based on, in respect of or by reason of such obligations or liabilities or
their creation; provided, however, nothing in this Section 10.8 shall relieve or otherwise limit the
liability of Buyer or NIHC for any breach or violation of its (or its Affiliates' or contractors')
obligations under such agreements, documents or instruments.
10.9 Amendment, This Agreement may not be amended, modified or supplemented in
any manner, whether by course of conduct or otherwise, except by an instrument in writing
signed on behalf of each Party and otherwise as expressly set forth herein.
10.10 Waiver. No failure or delay of either Party in exercising any right or remedy
hereunder 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
II

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 67 of 174
Affiliate of Service Provider on behalf of Service Recipient or any Affiliate of Service Recipient
in connection with this Agreement.
(a) The Parties agree that with respect to any Personal Data: (i) Service
Recipient is a data controller (or equivalent term under applicable Legal Requirements) and
Service Provider is acting only as a data processor (or equivalent term under applicable Legal
Requirements); (ii) Service Provider shall only undertake processing of Personal Data to the
extent reasonably necessary or advisable to enable it to perform its obligations under this
Agreement; and (iii) Service Provider shall ensure that all personnel with access to or involved in
the processing of Personal Data arc bound by appropriate confidentiality obligations.
(b) Unless otherwise required by applicable Legal Requirements and subject
to Sections 10.15(c), (d) and (f) below, Service Provider will obtain the prior written approval of
Service Recipient to disclose Personal Data to, or allow access to Personal Data by, any third
party (other than employees, directors, officers, representatives, agents, subcontractors or
professional advisers of Service Provider as may be reasonably necessary or advisable to enable
Service Provider to perform its obligations under this Agreement) and, in such an event, Service
Provider shall: (1) impose privacy and security requirements on any such third party which are
the same in all material respects to those to which Service Provider is subject under this Section
10.15; and (ii) remain responsible for any such third party's actions with respect to Personal
Data. Upon written request of Service Recipient, Service Provider shall provide a list detailing
the name and address of third parties to which Service Provider discloses Personal Data and shall
obtain a list of the locations of such third party's servers that host or process Personal Data.
(c) If a Data Subject makes a written request to Service Provider or any
Affiliate of Service Provider for access to any relevant Personal Data, Service Provider or its
Affiliate (as applicable) shall promptly notify Service Recipient of that request, and respond to
that request in accordance with the instructions of Service Recipient.
(d) Service Provider shall notify Service Recipient promptly of any request,
complaint, claim, or other communication received by Service Provider or any Affiliate of
Service Provider from any Governmental Authority (including a Governmental Authority with
responsibility for privacy or data protection ("Privacy Authority")) regarding Personal Data (a
"Data Request"), and shall only disclose any data in response to such Data Request if required to
comply with applicable Legal Requirements and only after providing prior written notice to
Service Recipient (unless such notice is prohibited by applicable Legal Requirements) to permit
it to contest the Data Request; and cooperate with and assist Service Recipient in responding to
any such Data Request (including reasonable access to applicable systems, records and
supporting documentation).
(e) Service Provider shall, and shall procure that its Affiliates involved in the
provision of the Services shall, maintain organizational, administrative, technical and physical
safeguards that (i) provide for the confidentiality, security, integrity, and availability of Personal
Data; (ii) protect against unauthorized or unlawful access to, processing of, accidental loss of, or
destruction of, or damage to, Personal Data in accordance with applicable Legal Requirements
and at a level that is at least the same in all material respects as the level generally provided by
Service Provider and its Affiliates to their own businesses. Such safeguards shall be described in
10

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 69 of 174
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day
and year first above written.
NORANDA INTERMEDIATE HOLDING
CORPORATION
By:
Name:
Title:
[Signature Page to Transition Services Agreement]

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 71 of 174
[Exhibit C]
[Designated Back -Up Bid]

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 73 of 174
TABLE OF CONTENTS
ARTICLE 1
DEFINITIONS
1.1 Definitions...................................................
1.2 Other Definitions and Interpretive Matters............................................................20
ARTICLE 2
PURCHASE AND SALE
2.1 Purchase and Sale..................................................................................................22
2.2 Excluded Assets.....................................................................................................24
2.3 Assumed Liabilities...............................................................................................26
2.4 Excluded Liabilities...................................................... .........................................27
2.5 Assignment and Assumption of Contracts.............................................................29
2.6 Further Assurances.................................................................................................32
ARTICLE 3
PURCHASE PRICE
3.1 Consideration.........................................................................................................33
3.2 Purchase Price Adjustment....................................................................................33
3.3 Allocation of Purchase Price .........................................
3.4 Withholding...........................................................................................................36
3.5 Specified Escrow Account.................36
....................................................................
ARTICLE 4
CLOSING AND DELIVERIES
4.1 Closing Date....................................................................................... ....................
36
4.2 Buyer's Deliveries.................................................................................................37
4.3 Seller's Deliveries ......................................
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF SELLER
5.1
Organization and Good Standing...........................................................................38
5.2
Authority; Validity; Consents ................... ...........................................................
..39
5.3
No Conflict.......................................................
5.4
Real Property.........................................................................................................40
5.5
Environmental Matters ...........................................
5.6
Title to Acquired Assets.........................................................................................42
4893065t6v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 75 of 174
ARTICLE 8
ADDITIONAL AGREEMENTS
8.1 Taxes......................................................................................................................64
8.2 Bulk Sales..............................................................................................................65
8.3 Payments Received................................................................................................65
8.4 Assumed Contracts: Adequate Assurance and Performance.................................66
8.5 Employee Matters..................................................................................................66
8.6 Post -Closing Books and Records; Properties; and Personnel................................69
8.7 Use of Name; Retained Intellectual Property........................................................70
8.8 No Successor Liability...........................................................................................71
8.9 Real Property Matters, Segregation and Removal of Excluded Assets.................71
8.10 Bankruptcy Process................................................................................................71
8.11 Additional Bankruptcy Matters..............................................................................72
ARTICLE 9
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER TO CLOSE
9.1 Accuracy of Representations.................................................................................72
9.2 Seller's Performance..............................................................................................72
9.3 No Order................................................................................................................73
9.4 Governmental Authorizations....... . ........................................................................ 73
9.5 Seller's Deliveries..................................................................................................73
9.6 Sale Order..............................................................................................................73
9.7 Assumed Contracts................................................................................................73
9.8 Material Adverse Effect.........................................................................................73
ARTICLE 10
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE
10.1
Accuracy of Representations.................................................................................74
10.2
Buyer's Performance.............................................................................................74
10.3
No Order................................................................................................................74
10.4
Governmental Authorizations................................................................................74
10.5
Buyer's Deliveries.................................................................................................74
10.6
Sale Order..............................................................................................................75
ARTICLE 11
TERMINATION
11.1 Termination Events................................................................................................75
11.2 Good Faith Deposit ...............................................
11.3 Termination Fee.....................................................................................................77
98830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 77 of 174
SCHEDULES
Schedule l . l (a)
Seller's Knowledge Persons
Schedule l . l (b)
Excluded Employees
Schedule 1.1(c)
Current Asscts/Current Liabilities
Schedule 1.1(d)
Specified Employees
Schedule 2.1(f)
Transferred Permits
Schedule 2.1(h)
Transferred IT Assets
Schedule 2.1(m)
Claims and Causes of Action
Schedule 2.1(r)
Certain Acquired Assets
Schedule 2.2(a)
Certain Excluded Assets
Schedule 2.3(e)
Employee Liabilities
Schedule 2.5(a)(1)
Available Contracts
Schedule 2.5(a)(2)
Retained Contracts
Schedule 2.5(a)(3)
Assumed Contracts
Schedule 3.3(b)
Allocation of Purchase Price
Schedule 5.2(b)
Required Consents
Schedule 5.3
Conflicts
Schedule 5.4(a)(1)
Owned Real Property
Schedule 5.4(a)(11)
Options and Rights of First Refusal
Schedule 5.4(b)
Lessor Leases
Schedule 5.4(c)
Leases (for Leased Real Property)
Schedule 5.5
Environmental Matters
Schedule 5.7
Taxes
Schedule 5.8
Legal Proceedings
Schedule 5.9(a)
Permits
Schedule 5.9(b)
Compliance with Legal Requirements, Orders and Permits
Schedule 5.9(c)
Adverse Environmental Actions
Schedule 5.10(a)
Collective Bargaining Agreements and Other Contracts
Schedule 5.10(b)
Labor Matters
Schedule 5.10(c)
WARN Act and Other Proceedings
Schedule 5.11(a)
Title IV Plans
Schedule 5.11(b)
Reportable ERISA Event
Schedule 5.11(c)
Termination of Title 1V Plans
Schedule 5.11(g)
Benefit Plans
Schedule 5.12(a)
Patents, Trademarks and Copyrights
Schedule 5.13(i)
Material Contracts
Schedule 5.13(ii)
Effectiveness of Material Contracts
Schedule 5.13(iii)
Breaches and Defaults
Schedule 5.14
Brokers or Finders
Schedule 5.16(c)
Certain Changes
Schedule 5.17
Financial Statements
Schedule 5.19(i)
Customer and Suppliers
Schedule 5.19(ii)
Customer Volumes
Schedule 6.2
Buyer Consents
Schedule 7.2
Operations Prior to Closing
Schedule 7.8(b)(11)
Financial Information
v
H8830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 79 of 174
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of July 8, 2016
(the "Execution Date"), is made and entered into by and between JW Aluminum Company, a
Delaware corporation ("Buyer"), and Norandal USA, Inc., a Delaware corporation
Capitalized terms used herein and not otherwise defined herein have the meanings set forth in
Article 1.
RECITALS
WHEREAS, on February 8, 2016, Seller and certain of its Affiliates (collectively,
the "Debtors") filed voluntary petitions (the "Bankruptcy Case") under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri (the
"Bankruptcy");
WHEREAS, in accordance with the Bidding Procedures and subject to the terms
and conditions set forth in this Agreement and the entry of the Sale Order, Seller desires to sell to
Buyer all of the Acquired Assets and to assign to Buyer all of the Assumed Liabilities, Buyer
desires to purchase from Seller all of the Acquired Assets and assume all of the Assumed
Liabilities, and the Parties intend to effectuate the transactions contemplated by this Agreement,
upon the terms and conditions hereinafter set forth;
WHEREAS, the Acquired Assets and Assumed Liabilities shall be purchased and
assumed by Buyer pursuant to the Sale Order, free and clear of all Encumbrances (other than
Permitted Encumbrances), pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and
Rules 6004 and 6006 of the Federal Rules of Bankruptcy Procedure;
WHEREAS, Seller's ability to consummate the transactions set forth in this
Agreement is subject to, among other things, the entry of the Sale Order by the Bankruptcy Court;
Now, THEREFORE, in consideration of the premises and the mutual promises
herein made, and in consideration of the foregoing and of the representations, warranties,
covenants, agreements and conditions herein contained, the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Definitions.
For purposes of this Agreement, the following terms have the meanings specified
or referenced below.
"ABL DIP Agent" means BofA, together with its successors, in its separate
capacities as administrative and collateral agent under the ABL DIP Agreement.
#8830N516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg81of174
"Assumed Contracts" has the meaning set forth in Section 2.5(a)(i).
"Assumed Liabilities" has the mcaning set forth in Section 2.3.
"Assumption Agreement" means an Assignment and Assumption Agreement in
customary form reasonably acceptable to the Parties.
"Auction" has the meaning assigned to that term in the Bidding Procedures Order.
"Available Contracts" has the meaning set forth in Section 2.5(a)(i).
"Avoidance Action" means any claim, right or cause of action of Seller, or any
Debtor affiliate of Seller, arising under Chapter 5 of the Bankruptcy Code and any analogous
state law claims.
"Bankruptcy Case" has the meaning set forth in the recitals.
"Bankruptcy Code" means Title 1 1 of the United States Code, Sections 101 et seq.
"Bankruptcy Court" has the meaning set forth in the recitals.
"Bankruptcy Rules" means the Federal Rules of Bankruptcy Procedure.
"Benefit Plan" means any (1) "employee benefit plan" within the meaning of
Section 3(3) of ERISA or (ii) other employee benefit plans, agreements, programs, policies,
arrangements or payroll practices, whether or not subject to ERISA (including any funding
mechanism therefor now in effect or required in the future as a result of the transactions
contemplated by this Agreement or otherwise), including any plan, program, arrangement or
agreement that is a pension, profit-sharing, savings, retirement, employment, consulting,
severance pay, termination, executive compensation, incentive compensation, deferred
compensation, bonus, stock purchase, stock option, phantom stock or other equity -based
compensation, change in control, retention, salary continuation, vacation, sick leave, disability,
death benefit, group insurance, hospitalization, medical, dental, life (including all individual life
insurance policies as to which Seller is the owner, the beneficiary, or both), Code Section 125
"cafeteria" or "flexible" benefit, employee loan, educational assistance or fringe benefit plan,
program, arrangement or agreement, whether written or oral, in each case, that (x) is sponsored,
maintained or contributed to by the Company or Seller, or for which the Company or Seller has
any obligation to sponsor, maintain or contribute to, or for which the Company or Seller has any
direct or indirect liability, whether contingent or otherwise and (y) under which any Specified
Employee or current or former officer, director, employee, consultant (or their respective
beneficiaries) of Seller has any present or future right to benefits, except for any Multiemployer
Plan.
"Bidding Procedures" means the bid procedures attached as Exhibit A to the
Bidding Procedures Order.
"Bidding Procedures Order" means the Order of the Bankruptcy Court, dated
March 21, 2016, approving the Bidding Procedures.
3
#8830H51607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 83 of 174
"Contract" means any legally binding agreement, contract, obligation,
undertaking, lease (including Leases and Lessor Leases), sublease, purchase order, arrangement,
license, commitment, or other binding arrangement or understanding (in each case whether
written or oral), and any amendments, modifications or supplements thereto.
"Copyrights" means any and all United States and foreign copyright rights in any
original works of authorship, whether registered or unregistered, including all copyright
registrations and applications, including all derivative works, moral rights, renewals, extensions,
reversions or restorations associated with such copyrights.
"Cortland" means Cortland Capital Market Services LLC
"Cure Costs" means all monetary liabilities, including pre -petition monetary
liabilities, of Seller that must be paid or otherwise satisfied to cure all of Seller's monetary
defaults under the Assumed Contracts pursuant to Section 365 of the Bankruptcy Code at the
time of the assumption thereof and assignment to Buyer as provided hereunder as such amounts
are determined by the Bankruptcy Court or approved pursuant to the assignment and assumption
procedures provided for in the Bidding Procedures Order.
"Cut -Off Date" has the meaning set forth in Section 12.2.
"Date of the Notice Claim" has the meaning set forth in Section 12.5(d).
"Debt Commitment Letters" has the meaning set forth in Section 6.6(a).
"Debt Financing" has the meaning set forth in Section 6.6(a).
"Debt Financing Agreements" has the meaning set forth in Section 7.8(a)(i).
"Debt Financing Sources" has the meaning set forth in Section 7.8(a)(i).
"Debtor Affiliates" means Affiliates of Seller that are Debtors.
"Debtors" has the meaning set forth in the recitals.
"Deductible Amount" has the meaning set forth in Section 12.3(b).
"Deeds" means special (or limited) warranty deeds, or jurisdictional equivalents,
as the case may be, in recordable and insurable form and in statutory form for the appropriate
jurisdiction, transferring title to the Real Property other than Leased Real Property and
Improvements thereon (subject only to Permitted Encumbrances).
"De Minimis Amount" has the meaning set forth in Section 12.3(b).
"Determination Date" has the meaning set forth in Section 2.5(a)(i).
"DIP Agreements" means, collectively, the ABL DIP Agreement and the Term
DIP Agreement.
M30851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 85 of 174
hazardous materials, substances or wastes; and (ii) human health or safety as affected by
hazardous or toxic substances.
"Environmental Permits" has the meaning set forth in Section 5.5.
"Equipment" means all furniture, fixtures, equipment, computers, machinery,
vehicles, apparatus, appliances, implements, telephone systems, signage, supplies and all other
tangible personal property of every kind and description, and Improvements and tooling
primarily used, or held for use, in connection with the operation of the Business, wherever
located.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ERISA Affiliate" means any Person that would be considered a single employer
with Seller under Sections 414(b), (c), (m) or (o) of the Code.
"Escrow Agreement" means that certain escrow agreement substantially in the
form attached as Exhibit C to be entered into between Buyer, Seller and Wells Fargo Bank, N.A.
(or a substitute agreed upon by Buyer and Seller), as escrow agent (the "Escrow Agent").
"Escrow Amount" means the Indemnity Escrow Amount and the Specified
Escrow Amount.
"Estimated Working CCapital" has the meaning set forth in Section 3.2(a).
"Estimated Net Working Capital Adjustment" means Estimated Working Capital
minus Target Working Capital, expressed as a positive number if positive, and as a negative
number if negative, as determined in accordance with Section 3.2.
"Exchange Act" means the Securities Exchange Act of 1934.
"Excluded Assets" has the meaning set forth in Section 2.2.
"Excluded Contracts" has the meaning set forth in Section 2.5(a)(i).
"Excluded Employ" means the Employees listed on Schedule 1.1(b).
"Excluded Liabilities" has the meaning set forth in Section 2.4.
"Execution Date" has the meaning set forth in the introductory paragraph.
"Existin Stock" tock" has the meaning set forth in Section 8.7.
"Extended Contract Period" has the meaning set forth in Section 2.5(a)(i).
"Facilities" means, collectively, the rolling mill facilities of Seller located in (a)
Huntingdon, Tennessee, (b) Newport, Arkansas, and (c) Salisbury, North Carolina.
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09,26:52 Main Document
Pg 87 of 174
"Hazardous Substance" means any waste, material or substance defined, listed,
classified or designated as hazardous, radioactive or toxic or words of similar import, or which is
regulated as such, under any Legal Requirement relating to pollution or the environment.
"HSR Act" means the Hart- Scott- Rodino Antitrust Improvements Act of 1976,
and the rules and regulations promulgated thereunder.
"Huntingdon Facility" means the rolling mill facility operated by Seller located in
Huntingdon, Tennessee.
"Improvements" means the buildings, plants, structures, fixtures, systems,
facilities, infrastructure and other improvements affixed or appurtenant to the Owned Real
Property or Leased Real Property.
"Incorporated Information" means and includes any and all matters disclosed in (1)
the Company's Annual Report on Form 10-K (as amended) for the year ended December 31,
2015 (but excluding any disclosures set forth in any "risk factors" section, any disclosures in any
"forward -looking statements" section and any other disclosures that are similarly nonspecific,
predictive or forward -looking in nature, in each case other than any specific historical factual
information contained therein, which shall not be excluded), (ii) the Statements of Financial
Affairs filed by the Debtors with the Bankruptcy Court on March 28, 2016 (Docket Ref. No.
554-5) as the same may be amended or supplemented from time to time and (iii) the Schedules
of Assets and Liabilities filed by the Debtors with the Bankruptcy Court on March 28, 2016
(Docket Ref. No. 553-5) as the same may be amended or supplemented from time to time.
"Indebtedness" means, at any time and with respect to any Person: (a) all
indebtedness of such Person for borrowed money; (b) all indebtedness of such Person for the
deferred purchase price of property or services (other than Trade Payables, other expense
accruals and deferred compensation items arising in the Ordinary Course of Business to the
extent included in the Net Working Capital Adjustment); (c) all obligations of such Person
evidenced by notes, bonds, debentures or other similar instruments (other than performance,
surety and appeal bonds arising in the Ordinary Course of Business in respect of which such
Person's liability remains contingent); (d) all indebtedness of such Person created or arising
under any conditional sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), other than inventory or
other property purchased by such Person in the Ordinary Course of Business; (e) all obligations
of such Person under leases which have been or should be, in accordance with generally accepted
accounting principles, recorded as capital leases, to the extent required to be so recorded; (f) all
reimbursement, payment or similar obligations of such Person, contingent or otherwise, under
acceptance, letter of credit or similar facilities, in each case whether or not drawn; (g) all
Indebtedness of others referred to in clauses (a) through (f) above guaranteed directly or
indirectly by such Person, or in effect guaranteed directly or indirectly by such Person through an
agreement (i) to pay or purchase such Indebtedness or to advance or supply funds for the
payment or purchase of such Indebtedness; (ii) to purchase, sell or lease (as lessee or lessor)
property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make
payment of such Indebtedness; (iii) to supply funds to or in any other manner invest in the debtor
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 89 of 174
"IRS" has the meaning set forth in Section 3.3(c).
"Knowled&c" means, with respect to any matter in question, in the case of Seller,
the actual knowledge of any of the individuals listed on Schedule l . l (a) of the Seller's
Disclosure Schedules and, in the case of Buyer, the actual knowledge of any of the individuals
listed in Schedule l.l(a) of the Buyer's Disclosure Schedules.
"Lease" has the meaning set forth in the definition of "Leased Real Property."
"Leased Real, Property" means, specifically excluding any Excluded Asset, the
interests in real property let, leased or subleased by Seller, as tenant, subtenant, lessee or
sublessee, primarily relating to the Business, or in which Seller has been granted a possessory
interest or right to use or occupy all or any portion of the same, primarily relating to the Business
(each such lease, a "Lease," and collectively, the "Leases").
"Legal Requirement" means any federal, state, local, municipal, foreign,
international, or multinational law (statutory, common or otherwise), constitution, treaty,
convention, ordinance, code, rule, regulation or Order enacted, adopted, promulgated, issued or
applied by any Governmental Authority or other similar authority.
"Lender Claims" means all Avoidance Actions and any other causes of action
available to the Seller or its estate against any of the DIP Debtors, the DIP Credit Parties, the
Pre -Petition Credit Parties or any of their respective directors, officers, managers, employees,
shareholders, members and advisors.
"Lenders" has the meaning set forth in Section 6.6(a).
"Lessor Leases" has the meaning set forth in Section 5.4(b).
"Liability" means a Claim or Encumbrance of any kind or nature whatsoever
(whether known or unknown, asserted or unasserted, absolute or contingent, accrued or
unaccrued, liquidated or unliquidated, or due or to become due).
"Losses" shall mean losses, debt, liability, interest, assessments, diminution in
value of assets, deficiency, obligation, Tax (solely with respect to Sections 5.7 and 8_1), damages,
claims, fines, penalty, and reasonable cost and expense whether or not arising out of Third Party
Claims (including reasonable attorneys' fees and expenses and all amounts paid in investigation,
defense or settlement of any of the foregoing and the enforcement of any rights hereunder);
provided, however, that "Losses" shall not include punitive or special damages or, to the extent
not reasonably foreseeable, consequential damages, in each case except as payable with respect
to a Third Party Claim.
"Material Adverse Effect" means any change, event, effect, state of facts or
occurrence that individually or in the aggregate (taking into account all other such changes,
events, effects, states of fact or occurrences) has had, or would be reasonably expected to have, a
material adverse change in or material adverse effect on (1) the Acquired Assets, the Assumed
Liabilities or the assets, properties, financial condition or results of operations of the Business
(excluding the Excluded Assets and the Excluded Liabilities), in each case taken as a whole or
N8830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 91 of 174
that involve a sharing of revenues, profits, losses, costs or liabilities, with a third party, in
each case, solely related to the Business;
(vi) granting to any Person a first refusal, first offer or
similar preferential right to purchase or acquire any Acquired Asset;
(vii) with any Governmental Authority;
(viii) that requires the purchase of all or substantially all
of a particular product or material from a supplier, or containing a minimum purchase or
supply commitment, or which provides for "best pricing" or "most favored nations"
terms or establishes an exclusive or priority sale or purchase obligation, in each case in
respect of the Business;
(ix) that provides for consignment of goods with a value
in excess of $1,000,000 or requires Seller to maintain inventory with a value in excess of
$1,000,000, in each case solely relating to the Business;
(x) that provides for a severance, termination, retention,
change in control or similar payment to any Seller Employee or Specified Employee;
(xi) for the employment of any Seller Employee or
Specified Employee, other than Contracts terminable by either Party at will and without
any severance obligation on the part of Seller that is not otherwise required by Legal
Requirement;
(xii) that provides for bonus, pension, profit sharing,
retirement or other forms of deferred compensation to any Seller Employee or Specified
Employee;
(xiii) for the licensing or use of Intellectual Property
material to the Business or the development of Intellectual Property, other than non-
exclusive licenses entered into in the Ordinary Course of Business;
(xiv) entered into in the previous three (3) years for the
purchase or sale of Intellectual Property material to the Business;
(xv) that constitutes a Lease primarily relating to the
Business;
(xvi) that is an Information Technology Contract used in
the Business, other than commercially available off -the -shelf Software, hosting or similar
services licensed or made available pursuant to shrink-wrap, click wrap licenses or
subscription agreements that are not material to the Business; and
(xvii) between Seller and any Affiliate of Seller.
13
488308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 93 of 174
licenses, and other rights, privileges and appurtenances belonging or in any way pertaining to
such real property owned by Seller, in each case primarily relating to the Business.
"!'arty" or "Parties" means, individually or collectively, as applicable, Buyer and
Seller.
"Patents" means any and all United States and foreign patents and patent
applications, as well as any continuations, continuations -in -part, divisions, extensions,
reexaminations, reissues, renewals and patent disclosures related thereto.
"PBGC" has the meaning set forth in Section 5.1 1(b).
"Permits" means any and all permits (including Environmental Permits), licenses,
approvals, consents, waivers, franchises, filings, accreditations, registrations, certifications,
certificates of occupancy, easements, rights of way, notifications, exemptions, clearances, and
authorizations, together with all modifications, renewals, amendments, supplements and
extensions thereof and applications therefor, of or from any Governmental Authority, in each
case primarily relating to Seller's operation of the Business and ownership of the Acquired
Assets.
"Permitted Encumbrances" means Encumbrances specifically permitted by the
Sale Order.
"Person" means any individual, corporation (including any non-profit
corporation), partnership, limited liability company, joint venture, unincorporated organization,
estate, trust, association, organization or other legal entity or group (as defined in Section 13(d)(3)
of the Exchange Act) or Governmental Authority.
"Petition Date" means February 8, 2016.
"Post -Closing Taxes" has the meaning set forth in Section 2.3(i).
"Pre -Closing Statement" has the meaning set forth in Section 3.2(a).
"Pre -Paid Expenses" means any of Seller's rights with respect to all deposits
(including customer deposits and security deposits (whether maintained in escrow or otherwise)
for rent, electricity, telephone or otherwise), advances, pre -paid expenses, prepayments, rights
under warranties or guarantees, vendor rebates and other refunds (excluding refunds described in
Section 2.2(Q)) of every kind and nature (whether or not known or unknown or contingent or
non -contingent), related solely to the Business and not related to an Excluded Asset or an
Excluded Liability, except that professional fee retainers and pre -paid deposits related thereto
shall not be included in the definition of "Pre -Paid Expenses."
"Pre -Petition ABL Agent" means BofA in its capacity as administrative and
collateral agent under the Pre -Petition ABL Agreement.
"Pre -Petition ABL Agreement" means that certain ABL Credit Agreement, dated
as of February 29, 2012, among the Company, NAAC, the subsidiaries of NAAC party thereto,
15
098308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 95 of 174
appurtenances relating to the foregoing that Seller has a legally recognized interest therein, in
each case relating primarily to the Business.
"Release" means, except as authorized by a valid Permit issued under
Environmental Law, (a) any releasing, spilling, discharging, disposing, leaking, pumping,
injecting, pouring, depositing, emitting, leaching of any Hazardous Substance into the outdoor
environment, including ambient air, surface water, groundwater and surface or subsurface strata,
and (b) migration of Hazardous Substances into or out of any of the Real Property through soil,
surface water, or groundwater.
"Removed Contract" has the meaning set forth in Section 2.5(c).
"Representative" means, with respect to a particular Person, any director, officer,
employee, agent, consultant, advisor or other representative of such Person, including legal
counsel, accountants and financial advisors.
"Required Amount" has the meaning set forth in Section 6.6(b).
"Reserved Amount" has the meaning set forth in Section 12.7(a).
"Response Period" has the meaning set forth in Section 3.3(c).
"Retained Contracts" has the meaning set forth in Section 2.5(a)(i).
"Retained Names and Marks" has the meaning set forth in Section 2.2(s).
"Sale Motion" means the motion filed by the Debtors pursuant to, inter alga,
Sections 363 and 365 of the Bankruptcy Code to obtain the Bidding Procedures Order and the
Sale Order and approve, among other things, the transactions contemplated by this Agreement.
"Sale Order" means an Order of the Bankruptcy Court in substantially the form
attached hereto as Exhibit D or otherwise in form and substance satisfactory to Buyer and Seller
in their respective reasonable judgment, pursuant to, inter alia, Sections 105, 363 and 365 of the
Bankruptcy Code authorizing and approving the transactions contemplated by this Agreement;
provided, that neither Buyer nor Seller shall be required to accept a Sale Order in satisfaction of
the condition in Section 9.6, with respect to Buyer, or Section 10.6,with respect to Seller, that
does not, and it shall be deemed reasonable for Buyer or Seller to find a Sale Order
unsatisfactory if it does not: (1) provide for the sale, transfer and assignment of all of the Seller's
rights, title and interest in the Acquired Assets to Buyer on the terms and conditions set forth
herein, free and clear of all Encumbrances (including any successor liability), other than
Permitted Encumbrances and the Assumed Liabilities, (ii) provide for the assumption and
assignment of the Assumed Contracts and the Assumed Liabilities by and to Buyer, (iii) contain
findings of fact and conclusions of law that Buyer has acted in "good faith" within the meaning
and entitled to the protections of Section 363(m) of the Bankruptcy Code and (iv) provide that,
other than the Assumed Liabilities and Permitted Encumbrances, Buyer shall not be responsible
for any Liability of Seller or Debtors. The terms of the Sale Order shall control over this
Agreement to its effect.
17
#8830651Gv57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 97 of 174
by reason of Contract, transferee or successor liability or operation of Legal Requirements
(including Treasury Regulation Section 1.1502-6) or otherwise.
"Tax Return" means any return, declaration, report, claim for refund, information
return or other document (including any related or supporting estimates, elections, schedules,
statements, or information) filed or required to be filed in connection with the determination,
assessment or collection of any Tax or the administration of any Legal Requirements, regulations
or administrative requirements relating to any Tax.
"Term DIP Ap-ents" means Cortland, together with its successors, in its separate
capacities as administrative and collateral agent under the Term DIP Agreement.
"Term DIP A reement" means that certain Debtor -In- Possession Term Loan
Credit Agreement, dated as of February 11, 2016, among the Company, NAAC, as the borrower
representative, Noranda Bauxite Limited, as the Jamaican borrower, certain other Debtors, as
guarantors, the lenders party thereto and Cortland, as administrative agent, as amended, restated,
amended and restated, supplemented, waived and/or otherwise modified prior to the date hereof.
"Term DIP Credit Parties" means, collectively, the Term DIP Agents and the
Term DIP Lenders,
"Term DIP Lenders" means those certain lenders (with their respective successors
and assigns) under the Term DIP Agreement.
"Termination Fee" has the meaning set forth in Section 11.3.
"Third Party Claim" has the meaning set forth in Section 12.5(a).
"Title IV Plan" means any Benefit Plan subject to Title IV of ERISA (which, for
the avoidance of doubt, excludes any Multiemployer Plan).
"Trade Pa,, ate" means trade obligations and accrued operating expenses
incurred in the Ordinary Course of Business of Seller to the extent that such obligations relate to
the Acquired Assets or the Business.
"Trade Secrets" means any and all trade secrets and other confidential and
proprietary information and know-how.
"Trademarks" means any and all United States, state and foreign trademarks,
service marks, logos, slogans, trade dress and trade names, Internet domain names and any other
similar designations of source of goods or services, whether registered or unregistered, and any
and all registrations and pending applications to register the foregoing, and all goodwill related
to or symbolized by the foregoing.
"Transaction Documents" means this Agreement, the Assumption Agreement, the
Bill of Sale, the Escrow Agreement, the Transition Services Agreement, and any other
agreements, instruments or documents entered into at the Closing pursuant to this Agreement.
19
988308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 99 of 174
calendar days.
Day. Any reference in this Agreement to "days" (but not Business Days) means to
Dollars. Any reference in this Agreement to "I" means United States dollars.
Exhibits/Schedules. All Exhibits and Schedules attached or annexed hereto or
referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in
full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined
therein shall be defined as set forth in this Agreement.
Gender and Number. Any reference in this Agreement to gender includes all
genders, and words imparting the singular number include the plural and vice versa.
Headings. The provision of a table of contents, the division of this Agreement into
Articles, Sections and other subdivisions and the insertion of headings are for convenience of
reference only and shall not affect or be utilized in the construction or interpretation of this
Agreement. All references in this Agreement to any "Section," "Article" or "Schedule" are to the
corresponding Section, Article or Schedule of this Agreement unless otherwise specified.
Herein. Words such as "herein," "hereof' and "hereunder" and words of like
import used in this Agreement refer to this Agreement as a whole and not merely to a
subdivision in which such words appear.
Including. The word "including" or any variation thereof means "including,
without limitation," whether or not they are in fact followed by those words or words of like
import and shall not be construed to limit any general statement that it follows to the specific or
similar items or matters immediately following it.
Law. Any reference to any law in this Agreement means such law as amended,
modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from
time to time.
Other. The words "to the extent" shall be interpreted to mean "to the extent but
only to the extent)'.
Person. Any reference to a Person shall include such Person's successors and
permitted assigns.
(b) No Strict Construction. Buyer, on the one hand, and Seller, on the
other hand, participated jointly in the negotiation and drafting of this Agreement, and, in the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be
construed as jointly drafted by Buyer, on the one hand, and Seller, on the other hand, and no
presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the
authorship of any provision of this Agreement. Without limiting the foregoing, no rule of strict
construction construing ambiguities against the draftsperson shall be applied against any Person
with respect to this Agreement.
21
#883085!6v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg101of174
(h) (i) the Information Technology assets owned or leased by, or
licensed to, the Seller primarily relating to the Business, (ii) the Information Technology assets
directly associated with a Buyer Employee, (iii) Software and data downloaded onto, or installed
in, any hardware assigned to a Buyer Employee, (iv) any Software or other Information
Technology assets and Information Technology Contracts that are Assumed Contracts, including
the assets and rights set forth on Schedule 2.1(h), and (v) co -ownership (with each party
retaining the right to use, license and disclose the same without restriction) of any training
materials and user guides related to items in (1) (iv) above (collectively, the "Transferred IT
Assets")-
(i) all Accounts Receivable;
0) all Pre -Paid Expenses;
(k) except as set forth in Section 2.2(e), to the extent not prohibited by
Legal Requirements, sole ownership of all Documents and other books and records of Seller
(financial, accounting, personnel files of Buyer Employees, and other) relating primarily to the
Business, and correspondence, and all customer sales, marketing, advertising, packaging and
promotional materials, files, data, drawings, engineering and manufacturing data and other
technical information and data, and all other business and other records, in each case, that are
primarily used or held for use in, or that arc primarily related to, the Acquired Assets, the
Assumed Liabilities or the Business; provided, that Seller shall be permitted to keep copies of all
of the foregoing to the extent necessary or required by the Bankruptcy Court or in connection
with the Bankruptcy Case or related to the Excluded Assets or the Excluded Liabilities, subject
to Section 13.2;
(1) all property and casualty insurance proceeds received or receivable
in connection with the damage or complete destruction after the Petition Date of any Acquired
Assets or assets that would have been included in the Acquired Assets but for such damage or
complete destruction after the Petition Date;
(m) except as set forth on Schedule 2.1(m) or to the extent related to
the Excluded Assets or the Excluded Liabilities, and excluding the Avoidance Actions (other
than the Waived Avoidance Actions) and Lender Claims, all claims, interests, rights, rebates,
abatements, remedies, recoveries, goodwill, customer and referral relationships, other intangible
property and all privileges, set -offs and benefits of Seller, and all claims, demands,
indemnification rights and causes of action, in each case arising solely under or relating solely to
any of the Acquired Assets (including Acquired Intellectual Property), the Assumed Liabilities
or the Business, including any such claims arising out of Assumed Contracts, express or implied
warranties, representations and guarantees from suppliers, manufacturers, contractors or others to
the extent relating to the operation of the Business or affecting the Equipment, Inventory or other
tangible Acquired Assets;
(n) all rights of Seller under non -disclosure or confidentiality, non -
compete, or non -solicitation agreements (in each case, to the extent transferrable) (i) relating
solely to the Business or (ii) to the extent relating to the Business, entered into in connection with
any possible sale or other similar transaction involving the Business;
23
989368516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 103 of 174
(f) any Contract that is not an Assumed Contract;
(g) except as set forth in Section 2.1(1), all insurance policies and all
rights under or arising out of such insurance policies, including all rights to any pending claims;
(h) any prepaid deposits related to professional fee retainers;
(i) the Cash Consideration, all cash and cash equivalents, including
checks, commercial paper, treasury bills, certificates of deposit, bank accounts and other bank
deposits, instruments and investments of Seller;
0) all current and prior director and officer insurance policies of
Seller and all rights of any nature with respect thereto, including all insurance recoveries
thereunder and rights to assert claims with respect to any such insurance recoveries;
(k) any rights, claims or causes of action of Seller or the Debtor
Affiliates under this Agreement or any other Transaction Document;
(1) subject to Section 2.5(c), any Permits and licenses held by Seller or
the Debtor Affiliates that are not assignable or transferrable;
(m) except as set forth on Schedule 2.1(r), any surety bonds or other
financial assurances, any cash of Seller (wherever held) that secures or otherwise supports letters
of credit serving as, securing or supporting financial assurances, and any deposits, escrows,
surety bonds or other financial assurances and any cash or cash equivalents securing any surety
bonds or financial assurances, including in connection with any of the Transferred Permits or any
Assumed Liabilities;
(n) the Avoidance Actions other than Waived Avoidance Actions;
(o) all Lender Claims;
(p) any Intercompany Claims and any intercompany receivables by or
between Seller, any Debtor or any of their Subsidiaries;
(q) any Tax assets or attributes and all rights to refunds of Taxes of
Seller (in each case to the extent relating to Taxes described in Section 2.4(a) (and excluding any
pre -paid real property or other similar Taxes));
(r) all Tax records and Tax workpapers;
(s) all Trademarks utilizing the names "Noranda" or "Norandal" or
variations or derivations of either thereof (the "Retained Names and Marks"); and
(t) the Information Technology assets set forth on Schedule 2.2(t).
25
08830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 105 of 174
operation of the Acquired Assets, excluding, in each of the preceding cases (i)-(ii), any monetary
fines and penalties imposed by any Governmental Authority for which Seller or any of its
Affiliates have received a written notice of violation or notice of claim (or other written notice of
similar legal intent or meaning) on or prior to the Closing Date (whether or not disclosed on
Seller's Disclosure Schedules);
(1) all Liabilities with respect to (1) 50% of any Transfer Taxes and (ii)
Taxes with respect to the Acquired Assets for any period (or portion thereof) beginning on or
after the Closing Date (such Taxes as determined in accordance with Section 8.1(a) shall be
referred to herein as the "Post -Closing Taxes"); and
0) all Liabilities to the extent arising out of the ownership or
operation of the assets described in Section 2.1(s) for periods following the Closing Date.
2.4 Excluded Liabilities.
Notwithstanding any provision in this Agreement to the contrary, Buyer shall not
assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge
any Liability of, or Liability against, Seller or its Affiliates or any of their respective
predecessors (if any), the Business or the Acquired Assets, of any kind or nature, whether or not
direct or indirect, and Seller (or the applicable Affiliate) shall be solely and exclusively liable
with respect to all Liabilities of Seller and its Affiliates and their respective predecessors, other
than the Assumed Liabilities (such Liabilities other than Assumed Liabilities, collectively, the
"Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded
Liabilities shall include each of the following Liabilities of Seller and its Affiliates and their
respective predecessors:
(a) all Liabilities to the extent arising from any Taxes that are not
expressly assumed by the Buyer pursuant to Section 2.30), which shall include (i) 50% of any
Transfer Taxes, and (ii) Taxes with respect to the Acquired Assets for any period (or portion
thereof) prior to the Closing Date;
(b) without limiting Section 2.3(h), all Liabilities to the extent arising
from Proceedings pending on or before the Closing Date or to the extent against or giving rise to
Liability arising out of the conduct of the Business or the ownership of the Acquired Assets prior
to the Closing Date even if instituted after the Closing Date;
(c) all Liabilities to any (i) owner or former owner of capital stock,
warrants or other form of equity or derivative securities, to the extent arising from such capital
stock, warrants or other form of equity or derivative securities, (ii) holder of Indebtedness with
respect to such Indebtedness (including Indebtedness for borrowed money owed by Seller to any
direct or indirect Affiliate of Seller, and any obligations or Liabilities under the DIP Agreements
in respect of such Indebtedness), or (iii) current or former officer or director of, in each case,
Seller in such capacities (other than pursuant to Section 2.3(0);
(d) except as expressly provided herein, all Liabilities (including Tax
Liabilities) to extent arising from any Excluded Asset;
27
088308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 107 of 174
(1) outstanding Trade Payables or accrued purchases, to the extent
arising from goods or services provided prior to the Petition Date;
(m) other than Cure Costs, any Liability under the Assumed Contracts
arising out of or relating to events, breaches or defaults thereunder occurring on or prior to the
Closing Date;
(n) any Liability under Excluded Contracts; and
(o) any Liability arising out of or relating to any products, goods or
services sold, provided or manufactured by Seller, including any such Liability or obligation (i)
pursuant to any express or implied representation, warranty, agreement, specification,
undertaking or guarantee made by Seller, or alleged to have been made by Seller, (ii) imposed or
asserted to be imposed by operation of Legal Requirement or (iii) pursuant to any doctrine of
product liability.
2.5 Assignment and Assumption of Contracts.
(a)
(i) Schedule 2.5(a)(1) sets forth a list of all executory
Contracts (including Leases and Lessor Leases) primarily relating to the Business or the
Acquired Assets to which Seller is party (collectively, the "Available Contracts"), which
Schedule 2.5(a)(1) may be updated by Seller from time to time to add or remove any
Contracts inadvertently included or excluded from such schedule subject to the prior
written consent of Buyer (such consent not to be unreasonably withheld, delayed or
conditioned). Schedule 2.5(a)(2) sets forth a list of executory Contracts primarily relating
to the Business or the Acquired Assets to which Seller is party, but in each case which
Seller is retaining (the "Retained Contracts"), which Schedule 2.5(a)(2) may be updated
by Seller from time to time until two (2) days prior to the Closing Date to add or remove
any Contracts inadvertently included or excluded from such schedule, provided that, for
the avoidance of doubt, the removal of a Contract from Schedule 2.5(a)(1) and addition
of such Contract to Schedule 2.5(a)(2) that makes the representations and warranties of
Seller in Section 5.23 untrue in any respect shall be considered a breach by Seller of such
representations and warranties. All Contracts of Seller that are listed on Schedule
2.5(a)(2) shall not be considered Available Contracts. Buyer shall designate on Schedule
2.5(a)(3) which Available Contracts that Buyer wishes to "Assume" (the "Assumed
Contracts"), provided that Buyer shall update and finalize Schedule 2.5(a)(3) as soon as
reasonably practicable after entry of the Sale Order but prior to the Closing (the
"Determination Date"). All Contracts of Seller that are listed on Schedule 2.5(a)(1) and
which Buyer does not designate on Schedule 2.5(a)(3) for assumption shall not be
considered Assumed Contracts or Acquired Assets and shall automatically be deemed
"Excluded Contracts" (and for the avoidance of doubt, Buyer shall not be responsible for
any related Cure Costs); provided, however, that if an Available Contract is subject to a
cure dispute or other dispute as to the assumption or assignment of such Available
Contract that has not been resolved to the mutual satisfaction of Buyer and Seller prior to
the Closing Date, then the Determination Date shall be extended (but only with respect to
29
H8930H51607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 109 of 174
Contract"), Seller shall, promptly -following the discovery thereof (but in no event later
than three (3) Business Days following the discovery thereof), notify Buyer in writing of
such Previously Omitted Contract and all Cure Costs (if any) for such Previously Omitted
Contract. Buyer shall thereafter deliver written notice to Seller, no later than five (5)
Business Days following notification of such Previously Omitted Contract from Seller,
designating such Previously Omitted Contract as "Assumed" or "Rejected" (a
"Previously Omitted Contract Designation"). A Previously Omitted Contract designated
in accordance with this Section 2.5(b)(i) as "Rejected," or with respect to which Buyer
fails to timely deliver a Previously Omitted Contract Designation, shall be an Excluded
Contract.
(ii) if Buyer designates a Previously Omitted Contract
as "Assumed" in accordance with Section 2.5(b)(i), Seller shall promptly serve a notice
(the "Previously Omitted Contract Notice") on the counterparties to such Previously
Omitted Contract notifying such counterpartics of the Cure Costs with respect to such
Previously Omitted Contract and Seller's intention to assume and assign such Previously
Omitted Contract in accordance with this Section 2.5. The Previously Omitted Contract
Notice shall provide the counterparties to such Previously Omitted Contract with at least
fourteen (14) days (or as otherwise required by the Bid Procedures) to object, in writing
to Seller and Buyer, to the Cure Costs or the assumption of its Contract. If the
counterparties, Seller and Buyer are unable to reach a consensual resolution with respect
to the objection, Seller shall seek an expedited hearing before the Bankruptcy Court to
determine the Cure Costs and approve the assumption. If no objection is served on Seller
and Buyer, Seller shall obtain an order of the Bankruptcy Court fixing the Cure Costs and
approving the assumption of the Previously Omitted Contract. Buyer shall be responsible
for all Cure Costs relating to such "Assumed" Previously Omitted Contracts and for any
obligations or Liabilities relating to such "Assumed" Previously Omitted Contracts
arising during the Extended Contract Period.
(c) Non -Assignment of Contracts and Permits. Notwithstanding
anything contained in this Agreement to the contrary, this Agreement shall not constitute an
agreement to assign or transfer any Contract or any Permit, if, notwithstanding the provisions of
Sections 363 and 365 of the Bankruptcy Code, an attempt at assignment or transfer thereof,
without the consent or approval required or necessary for such assignment or transfer, would
constitute a violation of a Legal Requirement or a breach of such Contract or Permit (each, a
"Removed Contract"). Seller and Buyer shall use commercially reasonable efforts to obtain any
such required consent(s) and once obtained, such Removed Contract shall be assigned and
assumed as though it were once one of the Assumed Contracts or Permits, as applicable. If,
notwithstanding the provisions of Sections 363 and 365 of the Bankruptcy Code and the
commercially reasonable efforts of Seller, such consent or approval is required but not obtained
with respect to an Assumed Contract or a Permit, neither Seller nor Buyer shall be in breach of
this Agreement nor shall the Purchase Price be adjusted nor shall the Closing be delayed in
respect of the Assumed Contracts or the Permits; provided, however, if the Closing occurs, then,
with respect to any Assumed Contract or Permit for which consent or approval is required but
not obtained, from and after the Closing for a period of no more than six (6) months, Seller shall
reasonably cooperate, at Buyer's sole cost and expense, with Buyer in any reasonable
arrangement that Buyer may request to provide Buyer with all of the benefits of, or under, the
31

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 111 of 174
to the contrary herein, Seller shall not have any obligation to pay any title insurance fee or
premium in connection with any title insurance commitment or policy Buyer may obtain, in each
case, included any related costs and expenses (except to the extent Buyer agrees to reimburse
Seller for any out-of-pocket expenses incurred by Seller in connection with such commitment or
policy).
ARTICLE 3
PURCHASE, PRICE
3.1 Consideration.
The aggregate consideration (the "Purchase Price") for the purchase, sale,
assignment and conveyance of the Acquired Assets shall consist of:
(a) cash (the "Cash Consideration") in an amount equal to
$330,000,000, but subject to adjustment as provided in Section 3.2; and
(b) the assumption by Buyer of the Assumed Liabilities from Seller,
including the assumption of the obligation to pay to the applicable counterpartics of the
applicable Assumed Contracts the Cure Costs payable by Buyer under Section 2.5.
3.2 Purchase Price Adjustment.
(a) At least five (5) Business Days prior to the Closing Date, Seller
shall prepare and deliver to Buyer a certificate executed by an executive officer of Seller (the
"Pre -Closing Statement") setting forth Seller's reasonable good faith estimates of the Net
Working Capital (the "Estimated Working Capital ') and the resulting Estimated Net Working
Capital Adjustment calculated in accordance with this Section 3.2, together with supporting
documentation for such estimates and any additional information reasonably requested by Buyer.
The Pre -Closing Statement shall be prepared in accordance with this Agreement and the
Accounting Standards. If the Estimated Net Working Capital Adjustment is a positive number,
the Cash Consideration payable by Buyer at Closing pursuant to Section 4.2(a) shall be increased
by the Estimated Net Working Capital Adjustment. If the Estimated Net Working Capital
Adjustment is a negative number, the Cash Consideration payable by Buyer at Closing pursuant
to Section 4.2(a) shall be decreased by the Estimated Net Working Capital Adjustment.
(b) Not later than sixty (60) days after the Closing Date, Buyer shall
prepare and deliver to Seller a certificate executed by an executive officer of Buyer (the "Closing
Statement") setting forth Buyer's determination of the Net Working Capital and the resulting Net
Working Capital Adjustment calculated in accordance with this Section 3.2, together with
supporting documentation for such estimates and any additional information reasonably
requested by Seller. The Closing Statement shall be prepared in accordance with this Agreement
and the Accounting Standards.
(c) Within thirty (30) days after Seller's receipt of the Closing
Statement, Seller shall deliver to Buyer a written statement either accepting the Closing
Statement or specifying any objections thereto (a "Dispute Notice"), which Dispute Notice shall
33
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 113 of 174
of immediately available funds first out of the Specified Escrow Account and then, if such
shortfall is greater than the Specified Escrow Amount, out of the Indemnity Escrow Account, to
one or more accounts designated in writing by Buyer. All payments made pursuant to this
Section 3.2 shall be treated by all Parties for Tax purposes as adjustments to the Purchase Price.
(f) Promptly following determination of the Net Working Capital
Adjustment, Seller and Buyer shall provide joint written instruction to the Escrow Agent
directing the Escrow Agent to promptly (but in any event within three (3) Business Days
following such determination) deliver to Seller out of the Specified Escrow Account the excess
(if any) of the remaining balance of the Specified Escrow Account (after the payment from the
Specified Escrow Account of any amount required pursuant to Section 3.2(c)) over $2,880,000.
3.3 Allocation of Purchase Price.
(a) Buyer and Seller agree that, for Buyer's and Seller's respective
federal, state and local income Tax purposes, the Purchase Price, the Assumed Liabilities and
other relevant items shall be allocated among the Acquired Assets as determined pursuant to this
Section 3.3.
(b) Within one hundred and twenty (120) days following the Closing
Date, Buyer shall prepare and deliver to Seller a statement allocating the sum of the Purchase
Price, the Assumed Liabilities and other relevant items among the Acquired Assets in accordance
with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (or any
similar provision of state, local or foreign Legal Requirement, as appropriate) (such statement,
the "Allocation Statement"). Notwithstanding any other provision of this Section 3.3, it is agreed
that not less than $1 million in the aggregate will be allocated to the three real estate parcels in
each of Tennessee, North Carolina and Arkansas.
(c) Seller shall have a period of thirty (30) Business Days after the
delivery of the Allocation Statement (the "Response Period") to present in writing to Buyer
notice of any objections that Seller may have to the allocations set forth therein (an "Objections
Notice"). Unless Seller timely objects, such Allocation Statement shall be binding on the Parties
without further adjustment.
(d) If Seller shall raise any objections within the Response Period,
Buyer and Seller shall negotiate in good faith and use their commercially reasonable efforts to
resolve such dispute. If the Parties fail to agree within fifteen (15) days after the delivery of the
Objections Notice, then the disputed items shall be resolved by the Accounting Referee, whose
determination shall be final and binding on the Parties. The Accounting Referee shall resolve the
dispute within thirty (30) days after the item has been referred to it. The costs, fees and expenses
of the Accounting Referee shall be split in half and borne equally by Seller and Buyer.
(e) Unless otherwise required by Legal Requirements, the Internal
Revenue Service (the "IRS") or any other -Taxing authority, the allocation of the Purchase Price
pursuant to the Allocation Statement (if applicable, as modified by Sections 3.3(c) and 3.3(d)
hereof) shall be final and binding on the Parties, and the Parties shall follow the Allocation
Statement for purposes of filing IRS Form 8594 (and any supplements to such form) and all
35
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 115 of 174
the Party entitled to waive such condition (other than the conditions which by their nature are to
be satisfied at the Closing, but subject to the satisfaction or (if permissible) waiver of such
conditions), or on such other date and time as Seller and Buyer may mutually agree in writing.
The date and time at which the Closing actually occurs is hereinafter referred to as the "Closing
Date." Upon consummation of the Closing, the purchase and sale of the Acquired Assets and the
assumption of the Assumed Liabilities hereunder, and the Closing, shall be deemed to have
occurred as of 12:01 a.m. (Missouri time) on the Closing Date.
4.2 Buver's Deliveries.
At the Closing, Buyer shall deliver (and/or cause one or more of its Affiliates to
deliver) to Seller (except as otherwise provided herein):
(a) the Cash Consideration, as adjusted pursuant to Section 3.2(a), less
(i) the Good Faith Deposit and interest credited thereon, and (ii) the Escrow Amount by wire
transfer of immediately available funds to the account designated by Seller prior to the Closing
Date;
(b) the Assumption Agreement, duly executed by Buyer;
(c) the Transition Services Agreement duly executed by Buyer;
(d) the Escrow Agreement;
(e) the Specified Escrow Amount to the Escrow Agent, for deposit in
an escrow account (the "Specified Escrow Account"), by wire transfer of immediately available
funds to the account designated in the Escrow Agreement or otherwise designated in writing by
the Escrow Agent prior to the Closing Date, to be held by the Escrow Agent and distributed by
the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable
provisions of this Agreement;
(0 the Indemnity Escrow Amount to the Escrow Agent, for deposit in
an escrow account (the "Indemnity Escrow Account"), by wire transfer of immediately available
funds to the account designated in the Escrow Agreement or otherwise designated in writing by
the Escrow Agent prior to the Closing Date, to be held by the Escrow Agent and distributed by
the Escrow Agent in accordance with the terms of the Escrow Agreement and the applicable
provisions of this Agreement;
(g) each other Transaction Document to which Buyer is a party, duly
executed by Buyer;
(h) the certificates of Buyer to be received by Seller pursuant to
Sections 10.1 and 10.2; and
(i) such other documents as Seller may reasonably request that are
customary for a transaction of this nature and necessary to evidence or consummate the
transactions contemplated by this Agreement.
37
#9830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg117of174
necessary, except for such failures to be so qualified or licensed or in good standing as would not,
individually or in the aggregate, reasonably be expected to be material to the Business.
5.2 Authority; Validity; Consents.
(a) Seller has, subject to entry of the Sale Order, the requisite
corporate power and authority necessary to enter into and perform its obligations under this
Agreement and the other Transaction Documents to which Seller is a party and to consummate
the transactions contemplated hereby and thereby, and, subject to entry of the Sale Order, the
execution, delivery and performance of this Agreement and such other Transaction Documents
by Seller and the consummation by Seller of the transactions contemplated herein and therein
have been duly and validly authorized by all requisite corporate action on the part of Seller.
Subject to entry of the Sale Order, this Agreement has been duly and validly executed and
delivered by Seller and each other Transaction Document required to be executed and delivered
by Seller at the Closing will be duly and validly executed and delivered by Seller at the Closing.
Subject to entry of the Sale Order, this Agreement and the other Transaction Documents to
which Seller is a party constitute, with respect to Seller, the legal, valid and binding obligations
of Seller, enforceable against Seller in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
Legal Requirements now or hereafter in effect relating to creditors' rights generally or general
principles of equity.
(b) Subject to entry of the Sale Order, except (i) as may be required to
comply with the HSR Act, (ii) for entry of the Sale Order, (iii) for notices, filings and consents
required in connection with the Bankruptcy Case, including the requirements of the Bidding
Procedures Order, and (iv) for the notices, filings and consents set forth on Schedule 5.2(b),
Seller is not required to give any notice to, make any registration, declaration or filing with or
obtain any consent, waiver or approval from, any Governmental Authority in connection with the
execution and delivery of this Agreement and the other Transaction Documents to which Seller
is a party or the consummation or performance of any of the transactions contemplated hereby
and thereby.
5.3 No Conflict.
Except as a result of the Bankruptcy Case or as set forth in Schedule 5.3, none of
the execution and delivery by Seller of this Agreement or any other Transaction Document to
which it is (or will be) a party or, after giving effect to the Sale Order, the consummation of the
transactions contemplated hereby or thereby or, after giving effect to the Sale Order and the
Bidding Procedures Order, compliance by it with any of the provisions hereof or thereof will
(with or without notice or lapse of time or both), (a) conflict with or result in a violation of
(i) any provision of the certificate of incorporation or bylaws (or other organizational or
governing documents) of Seller or (ii) assuming compliance with the matters set forth in Section
5_2, any Legal Requirement in any material respect binding upon Seller or by which the Business
or any Acquired Assets arc subject or bound, (b) (1) violate, conflict with, or result in a material
breach of any of the terms of, or constitute a material default under, or give rise to any right of
termination, modification, cancellation or acceleration under any material license or Permit held
by Seller or (ii) result in a material breach of or constitute a default under, require any waiver,
39
488348516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 119 of 174
any other party thereto, is in material breach of or in default under the Lessor Leases and, to
Seller's Knowledge, no party to any Lessor Lease has given Seller written notice of or, to
Seller's Knowledge, made a claim with respect to any material breach or material default by
Seller thereunder (other than as a result of the Bankruptcy Case).
(c) Leased Real Property. Schedule 5*0 contains a list of all Leased
Real Property and a list of all Leases. Seller has made available, to the extent that they are in
Seller's possession or control, true and complete copies of all Leases to Buyer, including any
amendments thereto. Other than as set forth on Schedule 5.4(c} or other than as a result of the
Bankruptcy Case, neither Seller nor, to Seller's Knowledge, any other party thereto, is in
material (x) breach of any material term or (y) "default" under any Lease and, to Seller's
Knowledge, no party to any Lease has given Seller written notice of or made a claim with respect
to any material breach or material default thereunder. To Seller's Knowledge or other than as a
result of the Bankruptcy Case, there are no conditions that currently exist or which with the
passage of time will result in a material default or material breach of any material term by any
party to a Lease. Except as set forth on Schedule 5.4(c), none of the Leased Real Property is
subject to any sublease or grant to any third -party of any right to the use, occupancy or
enjoyment of the Leased Real Property or any portion thereof that would materially impair the
use of the Leased Real Property in the operation of the Business. Seller has not received written
notice of any pending or threatened condemnation or other proceedings or claims relating to
Seller's interest in any of the Leased Real Property, except those which do not materially impair
or restrict the current use of the Leased Real Properties subject thereto.
5.5 Environmental Matters.
Except as set forth on Schedule 5.5 and except as would not, individually or in the
aggregate, reasonably be expected to be material to the Business, (a) with respect to the Real
Properties, Acquired Assets, the Assumed Contracts or the Business, neither Seller nor any of its
Affiliates is the subject of any outstanding material Liability or obligation under or pursuant to
Environmental Laws nor has Seller received any written notice, complaint or inquiry from any
Governmental Authority or any other Person respecting any such Liability or obligation, (b)
there is no Proceeding pending, or, to Seller's Knowledge, threatened that would reasonably be
expected to result in Seller or any of its Affiliates incurring any material Liability pursuant to any
applicable Environmental Law in connection with the Real Properties, Acquired Assets, the
Assumed Contracts or the Business, including without limitation, any such Liability relating to
the treatment, storage, recycling or handling of any Hazardous Substances by or on behalf of
Seller or any of its Affiliates at the Real Properties, Acquired Assets or with respect to the
Assumed Contracts (c) there has been no Release of Hazardous Substances and no Person has
been exposed to Hazardous Substances at, in, to, on, under or from the Real Properties, Acquired
Assets, the Business (as currently or formerly conducted) or with respect to the Assumed
Contracts in a manner that would reasonably be expected to result in material Liability under
Environmental Laws, (d) each of Seller and its Affiliates has been for the past five (5) years and
is in material compliance with Environmental Laws with respect to the Business (as currently or
formerly conducted), the Real Properties, the Acquired Assets and the Assumed Contracts, and
(e) each of Seller and its Affiliates has obtained, maintains and is in material compliance with all
Permits which are required under or pursuant to Environmental Laws (the "Environmental
Permits") for the ownership or operation of the Real Properties, the Acquired Assets, the
41
088308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 121 of 174
5.9 Compliance with Legal Requirements; Permits.
(a) Except as set forth in Schedule 59(a), and, with respect to Permits
required under any Environmental Law, which Permits are addressed in Section 5.5, Seller holds
all of the Permits necessary for the current operation and conduct of the Business and the
Acquired Assets in compliance with Legal Requiremcnts, except for those Permits for which the
absence thereof would be immaterial to the operation of the Business or the Acquired Assets
from and after the Closing. The Permits set forth on Schedule 2.1(0 are all of the Permits held by
Seller with respect to the current operation and conduct of the Business and the Acquired Assets,
except for those Permits for which the absence thereof would be immaterial to the operation of
the Business or the Acquired Assets from and after the Closing. Each of the Permits set forth, or
required to be set forth, on Schedule 2.1(f) is valid and in full force and effect.
(b) Except (x) as set forth on Schedule 5.9(b), and, with respect to
compliance with Environmental Law, which is covered under Section 5.5, and (y) for fully paid,
discharged and finally settled citations and notices of violations issued by Governmental
Authorities, Seller has conducted the Business for the past three (3) years and currently owns and
operates the Acquired Assets in accordance, in all material respects, with all Legal Requirements,
Orders and Permits applicable to Seller and the Acquired Assets during such period (including
any anti -bribery Legal Requirements), and the Business is in compliance in all material respects
with all applicable Legal Requirements, Orders and Permits (including any anti -bribery Legal
Requirements) and has obtained all approvals necessary for owning and operating its assets and
has made all necessary flings with all Governmental Authorities having jurisdiction necessary
for owning and operating its assets.
(c) Except (x) as set forth on Schedule 5.9(c) and, with respect to
actions under Environmental Law, which are covered under Section 5.5, (y) for fully paid,
discharged and finally settled citations and notices of violations issued by Governmental
Authorities, and (z) as would not reasonably be expected to be material to the Business and the
Acquired Assets, neither Seller, nor to Seller's Knowledge, any of its Representatives have
received within the past three (3) years any written notice from a Governmental Authority that
alleges that the Business is not in compliance with any Legal Requirement, Order or Permit
applicable to the Business or the operations or properties of the Business or the Acquired Assets
or that states the intention on the part of any issuing authority to revoke, cancel, suspend or
modify any Permit set forth, or required to be set forth, on Schedule 2.1(f) or to commence an
investigation with respect to any such Permit (except with respect to regular periodic expirations
and renewals thereof). Except as would not reasonably be expected to be material to the Business
and the Acquired Assets: (i) Seller has not had any Permits set forth, or required to be set forth,
on Schedule 2.1(fl appealed, denied, revoked, restricted or suspended during the past three
(3) years; and (ii) Seller is not currently a party to any Proceeding involving the possible appeal,
denial, revocation, restriction or suspension of any Permits that are set forth, or required to be set
forth, on Schedule 2.1(0 or any of the privileges granted thereunder (except where the obligation
to hold such a Permit is excused by the Bankruptcy Court),
43
UHS308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 123 of 174
tortious conduct in connection with the employment relationship; (iii) except as would not,
individually or in the aggregate, reasonably be expected to be material to the Business, each of
the Employees has all work permits, immigration permits, visas, or other authorizations required
by any Legal Requirement for such Employee given the duties and nature of such Employee's
employment; and (iv) except as would not, individually or in the aggregate, reasonably be
expected to be material to the Business, no individual has been improperly excluded from, or
wrongly denied benefits under, any Benefit Plan.
(d) For purposes of this Section 5.10, any reference to or
representation or warranty in respect of a Debtor Affiliate shall be deemed to be followed by the
words "(to the extent related to the Business, a Seller Employee or a Specified Employee)".
5.11 Employee Benefits.
(a) Except as set forth in Schedule 5.11(a), (i) no Benefit Plan (or any
benefit plans, programs or arrangements of an ERISA Affiliate that would be a Benefit Plan if
such ERISA Affiliate were the Seller) (A) is, or has been within the past six (6) years, a Title IV
Plan or subject to Section 412 of the Code; (B) is maintained by more than one employer within
the meaning of Section 413(c) of the Code; (C) is subject to Sections 4063 or 4064 of ERISA; (ii)
no Benefit Plan is (A) a "multiple employer welfare arrangement" as defined in Section 3(40) of
ERISA; or (B) an "employee pension benefit plan" (within the meaning of Section 3(2) of
ERISA) that is not intended to be qualified under Section 401(a) of the Code; and (iii) neither
Seller nor any of its ERISA Affiliates contributes to, or is obligated to contribute to, or within the
six (6) years preceding this Agreement contributed to or was obligated to contribute to, a
Multiemployer Plan.
(b) Except as set forth in Schedule 5.1.1(b), within the past three
(3) years, there has been no "reportable event" (as defined in Section 4043 of ERISA and the
regulations thereunder) with respect to any Title IV Plan set forth in Schedule 5.1 i(a) that would
require the giving of notice to the Pension Benefit Guaranty Corporation (the "PBGC") under
Section 404 1 (c)(3)(C) or 4063(a) or 4043 of ERISA (without regard to any waiver of required
notice otherwise available under ERISA). Seller shall furnish or make available to Buyer copies
of all filings made with the PBGC in connection with or relating to the items set forth in
Schedule 5.11 N.
(c) Except as set forth in Schedule 5.1 1(e), (i) Seller has not terminated
any Title IV Plan within the last six (6) years or incurred any outstanding liability under Section
4062 of ERISA to the PBGC, or to a trustee appointed under Section 4042 of ERISA; (ii) all
premiums due the PBGC with respect to the Title IV Plans set forth in Schedule 5.1 1(a) have
been timely and completely paid; (iii) Seller has not filed a notice of intent to terminate any Title
IV Plan set forth in Schedule 5.11(a) and has not adopted any amendment to treat such Title IV
Plan as terminated; (iv) the PBGC has not instituted, or to Seller's Knowledge, threatened to
institute, proceedings to treat any Title IV Plan set forth in Schedule 5.1 l(a) as terminated; and
(v) no event has occurred or circumstance exists that may constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan
set forth in Schedule 5.1 ] (a).
45
N88308516v57

Case 16-10083 Doc 1053 Piled 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 125 of 174
fees and Taxes required to maintain, enforce and protect its material Acquired Intellectual
Property (including all registrations and applications) in full force and effect as may reasonably
be expected in the Ordinary Course of Business.
(c) Except as disclosed on Schedule 5.12(c), (i) the conduct of the
Business by Seller as currently conducted (including the products and services currently sold or
provided by Seller) has not infringed, misappropriated or otherwise violated, and does not
infringe, misappropriate or otherwise violate any Person's Intellectual Property rights, and no
such claims are pending or threatened in writing against Seller, and (ii) to Seller's Knowledge,
no Person is infringing or otherwise violating any Acquired Intellectual Property owned by
Seller, and no such claims are pending or threatened in writing against any Person by Seller.
(d) Seller has taken reasonable actions, consistent with current
industry standards, to maintain the confidentiality of all of the Intellectual Property that is
material to the Business and the value of which to the Business is contingent upon maintaining
the confidentiality thereof, and none of such Intellectual Property has been disclosed other than
to employees, representatives and agents of Seller or its Affiliates, all of whom are bound by
written confidentiality agreements.
(c) Seller exclusively owns or has a valid and enforceable right to use
all of the material Intellectual Property used in the Business and good, valid and marketable title
to, or a valid leasehold interest in, or valid and enforceable right to use, all of the Acquired
Intellectual Property, in each case free and clear of all Encumbrances, other than Permitted
Encumbrances. The Acquired Intellectual Property, together with any rights to Intellectual
Property licensed to Buyer pursuant to the Transaction Documents, constitutes all of the
Intellectual Property owned by Seller and its Affiliates and used in the Business as currently
conducted in all material respects.
(f) The Transferred IT Assets and, subject to the receipt of any
required consents, licenses or sublicenses, the rights as of immediately following the Closing
under the Transaction Documents will include all IT Assets and rights necessary for Buyer to
operate and conduct the Business immediately following the Closing in all material respects as
currently operated and conducted as of the date hereof and as of the Closing.
5.13 Contracts.
Schedule 5.13(i) sets forth, as of the date of hereof, a true and complete list, in all
material respects, as of the date hereof, of all Material Contracts and all Material Information
Technology Contracts. Each Material Contract and each Material Information Technology
Contract is in full force and effect and is a valid and binding obligation of Seller and, to Seller's
Knowledge, the other party thereto in accordance with its terms and conditions, in each case
except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar Legal Requirements now or hereafter in effect relating to creditors' rights
generally or general principles of equity, and (y) as set forth on Schedule 5.13(ii). Except as set
forth on Schedule 5.13(iii), upon entry of the Sale Order, other than the payment of Cure Costs
(1) Seller will not be in material breach or default of its obligations under any Material Contract
or Material Information Technology Contract; (ii) no condition exists that with notice or lapse of
47
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 127 of 174
(other than Inventory) with a value individually in excess of $50,000 or in the aggregate
in excess of $500,000 from the Real Property other than in the Ordinary Course of
Business;
(ii) allowed any material Transferred Permit held by
Seller to terminate, expire or lapse;
(iii) created any new Benefit Plan, made any material
change to any existing Benefit Plan or otherwise expanded participation or increased
benefit levels under any Benefit Plan (whether or not such change would be constitute a
material change), other than as required by any Legal Requirement or as may be agreed
to by Buyer or as approved by the Bankruptcy Court on notice and a hearing;
(iv) made any material increase in the cash
compensation of any employee or the level of benefits provided to any employee under a
Benefit Plan, other than as required by the written terms of any existing employment
agreement or Benefit Plan or as would not exceed $500,000 in the aggregate; or
foregoing.
(v) agreed or committed in writing to do any of the
5.17 Financial Statements.
Attached as Schedule 5.17 are true, correct and complete copies of the balance
sheets of Seller as of December 31, 2014, April 30, 2015, December 31, 2015 and April 30, 2016
and the related statements of operations and statement of cash flows for the fourth months ended
April 30, 2015 and April 30, 2016 and for the fiscal years ended December 31, 2014 and
December 31, 2015 (collectively, the "Financial Statements"). The Financial Statements (1) have
been prepared in accordance with GAAP applied on a consistent basis throughout the periods
covered thereby and the books and records of Seller and (ii) each fairly present, in all material
respects and in conformity with GAAP applied on a consistent basis, the financial position,
assets and liabilities of the Business as of the respective dates thereof and its results of operations
and cash flows for the respective periods then ended. The Financial Statements are derived from
the audited yearly or unaudited interim financial statements of the Company, which are prepared
in accordance with GAAP, and prepared in a manner consistent with the presentation of the
segment data presented in Note 3 to the audited financial statements of the Company.
5.18 [Reservedl.
5.19 Customer and Suppliers.
Schedule 5.19(i) sets forth the (a) top 20 customers, (b) top 20 suppliers of the
Business, and (c) annual volumes of the top 20 customers (in each case determined on the basis
of revenues from or payments to any such Person for the fiscal year ended December 31, 2015).
With respect to each such customer, as of the Execution Date, such customer has not terminated
or materially decreased (whether or not permitted by the applicable Contract) its relationship
with Seller with respect to the Business (including, with respect to customers, by materially
decreasing volumes below those set forth on Schedule 5.1900.
49
099308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 129 of 174
ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as follows:
6.1 Organization and Good Standing.
Buyer is a corporation, duly organized, validly existing and in good standing
under the laws of the State of Delaware. Buyer has the requisite power and authority to own or
lease and to operate and use its properties and to carry on its business as now conducted.
6.2 Authority; Validity; Consents.
Buyer has the requisite power and authority necessary to enter into and perform
its obligations under this Agreement and the other Transaction Documents to which it is a party
and to consummate the transactions contemplated hereby and thereby. The execution, delivery
and performance of this Agreement and the other Transaction Documents by Buyer and the
consummation by Buyer of the transactions contemplated herein and therein have been duly and
validly authorized by all requisite or corporate actions in respect thereof. This Agreement has
been duly and validly executed and delivered by Buyer and each other Transaction Document to
which Buyer is a party has been or will be duly and validly executed and delivered by Buyer at
the Closing. This Agreement and the other Transaction Documents to which Buyer is a party
constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with their respective terms, except in each case as such enforceability is limited by
bankruptcy, insolvency, reorganization, moratorium or similar Legal Requirements now or
hereafter in effect relating to creditors' rights generally or general principles of equity. Except (a)
as may be required to comply with the HSR Act, (b) for entry of the Sale Order, (e) for notices,
filings and consents required in connection with the Bankruptcy Case, including the
requirements of the Bidding Procedures Order, and (d) as set forth on Schedule 6.2, Buyer is not
or will not be required to give any notice to, make any registration, declaration or filing with or
obtain any consent, waiver or approval from any Person in connection with the execution and
delivery of this Agreement and the other Transaction Documents to which it is a Party or the
consummation or performance of any of the transactions contemplated hereby or thereby, except
for such notices, registrations, declarations or filings and consents, the failure of which to
provide, make or obtain, would not, individually or in the aggregate, materially affect the ability
of Buyer to perform its obligations under this Agreement or any other Transaction Documents or
to consummate the transactions contemplated hereby or thereby.
6.3 No Conflict.
Neither the execution and delivery by Buyer of this Agreement or the other
Transaction Documents to which it is a party nor the consummation of the transactions
contemplated hereby or thereby nor compliance by it with any of the provisions hereof or thereof
(a) conflict with or result in a violation of (i) any provision of the organizational documents of
Buyer or (ii) assuming compliance with the matters required to in Section 6.2, any Legal
Requirement in any material respect binding upon Buyer or (b) violate, conflict with, or result in
a material breach of any of the terms of, or constitute a default under, or give rise to any right of
51
N88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 131 of 174
letters or other written agreements related to the funding or investment, as applicable, of the Debt
Financing, except as set forth in the Commitment Letters. All commitment fees or other fees
required to be paid under the Debt Commitment Letters on or prior to the date hereof have been
paid. The only conditions precedent to the obligations of the Lenders to fund the full amount of
Debt Financing upon the Closing Date are those expressly set forth in the Debt Commitment
Letters. The Fee Letter(s) do not contain any additional conditions precedent to the initial
availability of the Debt Financing. As of the date hereof, assuming the accuracy of (i) the
representations and warranties set forth in Article 5 in all material respects and (ii) that any and
all financial information and statements previously provide by the Seller to the Buyer regarding
the Acquired Assets are true and correct in all material respects, the satisfaction of the conditions
precedent to the Buyer's and the Seller's respective obligations under this Agreement, the
compliance and performance in all material respects by the Seller of its covenants and
agreements set forth in this Agreement, to the Knowledge of Buyer, there is no fact or
occurrence existing as of the date of this Agreement that causes the Debt Commitment Letters to
be ineffective or unavailable or that precludes the satisfaction of the conditions under Parent's
control set forth in the Debt Commitment Letters. Assuming the satisfaction of the conditions in
Article 10, the proceeds from the Debt Financing (and, if applicable, the proceeds from the
Buyer's existing ABL revolving facility under the "ABL Replacement Scenario" (as defined in
the Fee Letters)), together with the cash or cash equivalents otherwise available to Buyer, will
provide Buyer with sufficient funds to satisfy all of its obligations under this Agreement to be
satisfied on the Closing Date on the terms contemplated hereby, including the payment of the
Cash Consideration and all other amounts to be paid or repaid by Buyer under the Transaction
Documents to the extent payable on or about the Closing Date, including amounts to be paid for
the Cure Costs (collectively, the "Required Amount"). For the avoidance of doubt, the
obligations of Buyer under this Agreement are not contingent in any respect upon the funding of
amounts contemplated by the Debt Financing.
6.7 Qualification.
(a) To Buyer's Knowledge, there exist no facts or circumstances that
would cause, or be reasonably expected to cause, Buyer and/or its Affiliates not to qualify as
"good faith" purchasers under Section 363(m) of the Bankruptcy Code.
(b) As of the Closing, Buyer will be capable of satisfying the
conditions contained in Sections 365(b)(1)(C) and 365(f)(2)(B) of the Bankruptcy Code with
respect to the Assumed Contracts.
6.8 No Other Representations or Warranties; Condition of the Business;
Buyer's Reliance.
Buyer acknowledges that neither Seller or any of its Affiliates nor any other
Person is making, and Buyer is not relying on, any representations or warranties whatsoever,
statutory, expressed or implied, written or oral, at law or in equity, beyond those expressly made
by Seller in Article 5 hereof (as modified by Seller's Disclosure Schedules). Buyer
acknowledges that, except as expressly set forth in Article 5 (as modified by Seller's Disclosure
Schedules), neither Seller or any of its Affiliates nor any other Person has, directly or indirectly,
made any representation or warranty, statutory, expressed or implied, written or oral, at law or in
53
#983065IM7

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 133 of 174
(b) Notwithstanding the foregoing but subject in all respects to the
Bidding Procedures Order, this Section 7.1 shall not require Seller to permit any access to, or to
disclose (i) any information that, in the reasonable, good faith judgment (after consultation with
counsel, which may be in-house counsel) of Seller, is reasonably likely to result in any violation
of any Legal Requirement or any Contract to which Seller is a party or cause any privilege
(including attorney -client privilege) or work product protection that Seller would be entitled to
assert to be waived or (ii) if Seller, on the one hand, and Buyer or any of its Affiliates, on the
other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto;
provided, that, in the case of clause (1), the Parties shall reasonably cooperate in seeking to find a
way to allow disclosure of such information to the extent doing so (A) would not (in the good
faith belief of Seller (after consultation with counsel, which may be in-house counsel)) be
reasonably likely to result in the violation of any such Legal Requirement or Contract or be
reasonably likely to cause such privilege or work product protection to be undermined with
respect to such information or (B) could reasonably (in the good faith belief of Seller (after
consultation with counsel, which may be in-house counsel)) be managed through the use of
customary "clean -room" arrangements pursuant to which non -employee Representatives of
Buyer could be provided access to such information.
(c) All confidential documents and information concerning the
Business furnished to Buyer or its Affiliates in connection with the transactions contemplated by
this Agreement and the other Transaction Documents are subject to the terms and conditions of
that certain Confidentiality Agreement, dated as of March 4, 2016, by and between Seller and
Buyer, the terms of which are incorporated hcrcin by reference (the "Confidentiality
Agreement").
7.2 Operations Prior to the Closing Date.
Seller covenants and agrees that, (A) except (1) as expressly contemplated by this
Agreement, (ii) as disclosed in Schedule 7.2, (iii) with the prior written consent of Buyer (which
consent shall not be unreasonably withheld, conditioned or delayed), (iv) as otherwise required
by Legal Requirements, or (v) as required by the DIP Agreements, the DIP Order or any orders
entered by the Bankruptcy Court in the Bankruptcy Case and (B) to the extent not inconsistent
with the Bankruptcy Code or the Federal Rules of Bankruptcy Procedure, provided, that, Seller
shall (i) not, without the prior written consent of Buyer, seek any Order of the Bankruptcy Court
requiring them to take or refrain from taking any action in a manner inconsistent with this
Section 7.2 and (ii) use commercially reasonable efforts to oppose any motion or other request
seeking such an Order of the Bankruptcy Court, from and after the Execution Date and prior to
the Closing, Seller shall:
(a) carry on the Business in the Ordinary Course of Business and use
commercially reasonable efforts to maintain, preserve and protect (i) the Acquired Assets in the
condition in which they exist on the date hereof, except for ordinary wear and tear and except for
replacements, modifications or maintenance in the Ordinary Course of Business, and (ii) the
Business and its relationships with customers, vendors, suppliers and other business partners;
(b) maintain its books, accounts and records in respect of the Business
in the Ordinary Course of Business;
55
488308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26.52 Main Document
Pg 135 of 174
(i) not incur any Indebtedness or assume, guarantee or endorse the
obligations of any Person, in each case other than Indebtedness or assumptions, guarantees or
endorsements of obligations of any Person that do not constitute Assumed Liabilities;
0) not enter into any agreement or commitment with any Affiliate of
Seller for which Buyer would be responsible;
(k) pay all post -petition Trade Payables in accordance with past
practice and collect all Accounts Receivable in accordance with past practice, but not less than in
accordance with prudent business practices;
(1) not cancel any material debts (other than intercompany
arrangements) or waive any material claims or rights which would be Acquired Assets;
(m) other than in the Ordinary Course of Business or in accordance
with Seller's established employment practices, not terminate or hire any employee of Seller;
(n) not grant any material severance, retention or termination pay to,
or enter into or amend any severance, retention, termination, employment, consulting, bonus,
change in control or severance agreement with, any (i) Employee or former employee of the
Business or (ii) current or former director, officer, employee or individual independent contractor
of the Business ("Service Provider");
(o) not materially increase the compensation or benefits provided to
any Employee, former employee of the Business or Service Provider, other than as required by
the written terms of any existing employment agreement or Benefit Plan set forth on Schedule
5.11 W or as would not exceed $500,000 in the aggregate;
(p) not grant any equity or equity -based awards to, or discretionarily
accelerate the vesting or payment of any such awards held by, any Employee, former employee
of the Business or Service Provider,
(q) not establish, adopt, enter or commit to enter into, renew or amend
any Benefit Plan or Collective Bargaining Agreement;
(r) not change, amend or otherwise modify any accounting practice or
policy of Seller, except as required by GAAP or Legal Requirement;
(s) take all steps reasonably necessary to maintain, enforce and protect
the material Acquired Intellectual Property and Transferred IT Assets of the Business;
(t) not take any action that would require disclosure pursuant to
Section 5.16 hereof if taken after Petition Date but before the date hereof; and
(u) not agree or commit to do or otherwise take any action inconsistent
with any of the foregoing.
57
N88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 137 of 174
Affiliates and their respective Representatives on the one hand, and the Governmental Authority
or members of its staff on the other hand, with respect to this Agreement, the transactions
contemplated hereby (excluding documents and communications which are subject to preexisting
confidentiality agreements or to the attorney -client privilege or work product doctrine or which
refer to valuation of the Business or contain other competitively sensitive information) or any
such filing, notification or request for approval. Each Party shall also furnish the other Party with
such necessary information and assistance as such other Party and its Affiliates may reasonably
request in connection with their preparation of necessary filings, registration or submissions of
information to the Governmental Authority in connection with this Agreement, the transactions
contemplated hereby and any such filing, notification or request for approval.
(d) Notwithstanding anything in this Agreement to the contrary,
"commercially reasonable" efforts, acts, and steps for purposes of this Agreement shall in no
event or circumstance require Buyer or any of its Affiliates, or permit Seller or any of its
Affiliates without Buyer's consent, to (i) execute any settlements, undertakings, consent decrees,
Orders, stipulations or other agreements, (ii) sell, divest, hold separate or otherwise convey any
particular assets or categories of assets or businesses of Buyer and its Affiliates or Seller and its
Affiliates, as applicable, (iii) agree to sell, divest, hold separate or otherwise convey any
particular assets or categories of assets or businesses contemporaneously with or subsequent to
the Closing, (iv) otherwise take or commit to take actions that after the Closing Date would limit
the freedom of action of Buyer or its Affiliates with respect to, or its or their ability to retain, one
or more of its or their businesses or assets, (v) defend through litigation on the merits any claim
asserted in court by any Person, (vi) accept any amendment to the terms of any Transferred
Permit or any additional conditions with respect to any Transferred Permit or (vii) subject
to Section 7.3(a), make to any Person any material payment with respect to obtaining any
approvals, consents, registrations, Permits, authorizations and other confirmations; provided, that
"commercially reasonable" efforts shall include Buyer's agreement to sell, hold separate, license,
or otherwise dispose of up to one stand-alone facility with the capacity to produce up to 100
million pounds of rolled aluminum products on an annual basis.
(e) Buyer shall be entitled to direct the antitrust defense of the
transactions contemplated by this Agreement in any investigation or litigation by, or negotiations
with, any Governmental Authority or other person relating to the transactions contemplated by
this Agreement or regulatory filings under applicable Legal Requirement, provided that Buyer
shall consult with, and consider in good faith the views of, Seller throughout the antitrust defense
of the transactions contemplated by this Agreement, including by providing Seller with
reasonable opportunity to evaluate, as promptly as practicable, steps to be taken in pursuit of
such defense. Seller shall not make any offer, acceptance or counter-offer to or otherwise
engage in negotiations or discussions with any Governmental Authority with respect to any
proposed settlement, consent decree, commitment or remedy, or, in the event of litigation,
discovery, admissibility of evidence, timing or scheduling, except as specifically requested by or
agreed with Buyer. Seller shall use its reasonable best efforts to provide full and effective
support of Buyer in all material respects in all such investigations, litigation, negotiations and
discussions to the extent requested by Buyer.
59

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 139 of 174
Rules of Bankruptcy Procedure, or any orders entered by the Bankruptcy Court in the
Bankruptcy Case, after the Execution Date and prior to the Closing Date, Buyer and Seller each
shall use commercially reasonable efforts not to take or agree to or commit to assist any other
Person in taking any action (i) that would reasonably be expected to result in a failure of any of
the conditions to the Closing or (ii) that would reasonably be expected to impair the ability of
Buyer or Seller to consummate the Closing in accordance with the terms hereof or to materially
delay such consummation. The Parties covenant and agree that, except as otherwise required by
Legal Requirements or the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, or any
orders entered by the Bankruptcy Court in the Bankruptcy Case, after the Execution Date and
prior to the Closing Date, but subject in all respects to the Sale Motion and the Bid Procedures,
(I ) the Parties shall use commercially reasonable efforts to take such actions as are necessary to
satisfy the closing conditions set forth in in Article 9 and Article 10 as promptly as practicable
and (2) the Parties shall cooperate in good faith to take or do, or cause to be taken or done, all
other actions necessary, all things necessary, proper or advisable, to consummate and make
effective, in the most expeditious manner practical, the transactions contemplated hereby. Seller
shall provide reasonable assistance to Buyer with respect to Buyer's activities set forth on
Schedule 7.7, provided that (A) such assistance does not interfere with the ongoing operations of
Seller and (B) Buyer promptly, upon request by Seller, reimburses Seller for all reasonable and
documented out-of-pocket costs and expenses incurred by Seller in connection with such
assistance.
7.8 Financing.
(a)
(i) Buyer shall use its reasonable best efforts to
consummate the Debt Financing on a timely basis on the terms and subject to the
conditions set forth in the Commitment Papers (provided that notwithstanding anything
to the contrary Buyer may replace or amend, supplement, modify, waive or supersede any
provision in the Commitment Papers as set forth below), including its reasonable best
efforts to (i) maintain in effect the Debt Commitment Letters pursuant to the terms
therein; (ii) negotiate and enter into definitive agreements with respect to the Debt
Financing on the terms and conditions contained in the Commitment Papers (including
after giving effect to any "market flex" provisions contained therein) in all material
respects (the "Debt Financing Agreements"); (iii) satisfy (or obtain the waiver of) on a
timely basis all the conditions and covenants to obtain the Debt Financing applicable to
Buyer in the Debt Commitment Letters that are within its control; and (iv) enforce its
rights under the Debt Commitment Letters. Buyer shall keep the Seller reasonably
informed on a reasonably current basis of the status of its efforts to arrange the Debt
Financing. Without limiting the generality of the foregoing, Buyer shall give the Seller
notice as promptly as practicable: (x) of any material breach or default by any party to
any of the Debt Commitment Letters or the Debt Financing Agreements, in each case of
which Buyer obtains Knowledge, (y) of the receipt of any written notice or other written
communication, in each case, received from any Debt Financing Source with respect to
any (A) actual or potential material breach of Buyer's obligations under the Debt
Commitment Letters or the Debt Financing Agreements, or default or termination or
repudiation by any other party to any of the Debt Commitment Letters or the Debt
61
#88308515v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 141 of 174
the Debt Commitment Letters, the Fee Letters and the Commitment Papers, as applicable,
that are not so superseded at the time in question and the New or Amended Debt
Commitment Letters to the extent then in effect and the term "Debt Financing" as used
herein shall be deemed to include the debt financing contemplated by any such New or
Amended Debt Commitment Letters.
(iii) Notwithstanding anything in this Section 7.8(a) or
elsewhere in this Agreement to the contrary, in no event shall the "reasonable best
efforts" of Buyer be deemed or be construed to require Buyer to, and Buyer shall not be
required to, (1) seek equity financing from any source, (ii) pay any additional
compensation to the arrangers, agents or Lender providing the Debt Financing (including
higher interest rates, fees, original issue discount or other compensation) in the aggregate
in excess of those contemplated by the Debt Commitment Letters (after giving effect to
any "market flex" provisions contained therein) or (iii) agree to conditionality or
economic terms of the Debt Financing that are less favorable than those contemplated by
the Debt Commitment Letters (including any "market flex" provisions contained therein).
(b) Seller shall use its commercially reasonable efforts to, and shall
use commercially reasonable efforts to cause its Representatives to use their commercially
reasonable efforts to, provide all cooperation in connection with the arrangement of the Debt
Financing (including the syndication efforts and cooperation contemplated in paragraph 4 of the
Debt Commitment Letters) as may be reasonably requested by Buyer (provided that such
requested cooperation does not materially and unreasonably interfere with the ongoing
operations of Seller and that any information requested by Buyer is reasonably available to
Seller), including (without limitation):
(i) participating and making the appropriate senior
officers of Seller available to participate in a reasonable number of meetings and due
diligence sessions;
(ii) furnishing Buyer and the Debt Financing Sources in
a reasonably prompt and timely manner the financial information set forth on Schedule
7.8b ii;and
(iii) using commercially reasonable efforts to obtain
customary accountants' comfort letters, legal opinions, surveys and title insurance and
reasonably facilitating the granting of a security interest (and perfection thereof) in the
collateral contemplated by the Debt Financing.
provided, that in each case, the Seller shall not be required to incur any liability, to take
any corporate actions or to enter into any definitive financing documents in connection
with the Debt Financing.
(c) Buyer shall promptly, upon request by Seller, reimburse Seller for
all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys'
fees) incurred by Seller in connection with the cooperation of Seller contemplated by this Section
7.88 and shall indemnify and hold harmless Seller and its Representatives from and against any
63
498308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 143 of 174
parties in a litigation, any information that is reasonably pertinent thereto; Drovided, that, in the
case of clause (i), the Parties shall reasonably cooperate in seeking to find a way to allow
disclosure of such information to the extent doing so (A) would not (in the good faith belief of
Seller (after consultation with counsel, which may be in-house counsel)) be reasonably likely to
result in the violation of any such Legal Requirement or Contract or be reasonably likely to cause
such privilege or work product protection to be undermined with respect to such information or
(B) could reasonably (in the good faith belief of Seller (after consultation with counsel, which
may be in-house counsel)) be managed through the use of customary "clean -room" arrangements
pursuant to which non -employee Representatives of Buyer could be provided access to such
information.
(c) Seller and Buyer shall split 50/50 the cost of all Transfer Taxes.
Buyer and Seller shall cooperate in filing any Tax Returns and other documentation that must be
filed in connection with such Transfer Taxes. Buyer and Seller shall cooperate in providing each
other with any appropriate resale exemption certificates and other similar documentation before
the Closing Date.
(d) Seller shall timely pay all Taxes which arise from or with respect
to the Acquired Assets or the operation of the Business and are incurred in or attributable to the
Pre -Closing Tax Period, the non-payment of which would result in an Encumbrance on the
Acquired Assets, would otherwise adversely affect the operation of the Business or would result
in Buyer becoming liable or responsible therefor.
8.2 Bulk Sales.
The Sale Order shall provide either that (a) Seller has complied with the
requirements of any Legal Requirement relating to bulk sales and transfer or (b) compliance with
the Legal Requirements relating to bulk sales and transfers is not necessary or appropriate under
the circumstances.
8.3 Payments Received.
Seller, on the one hand, and Buyer, on the other hand, each agree that, after the
Closing, each will hold and will promptly transfer and deliver to the other, from time to time as
and when received by them, any cash, checks with appropriate endorsements (using
commercially reasonable efforts not to convert such checks into cash) or other property that they
may receive on or after the Closing which belongs to the other and will account to the other for
all such receipts. Without limiting the generality of the foregoing, the Company and Seller agree
to (a) cooperate with Buyer to inform parties owing payments to the Business after the Closing
that constitute Acquired Assets (the "Business Payments") of the accounts of Buyer that should
receive such Business Payments following the Closing and otherwise reasonably assist Buyer to
ensure that such Business Payments are made to such accounts, and (b) direct the financial
institutions holding the bank accounts set forth on Schedule 8.3 (the "Business Bank Accounts")
to (i) effect, on a daily basis, the wire, ACH, or other transfer in an manner reasonably
acceptable to Buyer of all monies on deposit in each Business Bank Account as at the end of
each Business Day (or such longer interval requested by Buyer) to those accounts specified by
Buyer and (ii) provide to Buyer a daily accounting (which may include view rights of an online
65
#883ON51607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg 145 of 174
Pension and OPEB Plans), provided that Buyer must take into account the value of any employee
benefits provided under a defined benefit pension plan provided to Seller Employees and
Specified Employees prior to the Closing for purposes of determining the value of "substantially
comparable" benefits per the preceding sentence. Nothing herein shall affect the Buyer's right or
ability to amend, terminate, suspend, or freeze accruals under any employee benefit plan. In
addition, Buyer will adopt an incentive compensation plan with respect to calendar year 2016 on
terms substantially comparable in the aggregate to the Company's 2015 Incentive Compensation
Plan. With respect to Excluded Employees, Buyer may make offers of employment as Buyer
and Seller may mutually agree. Employees who are offered and accept such offers of
employment with Buyer and further then actually commence employment with Buyer will
become "Buyer Employees" after the Closing. Seller shall terminate, or shall cause to be
terminated, on or prior to the Closing Date the employment of all Employees who are offered
and accept offers of employment with Buyer pursuant to this Section 8.5(al. Notwithstanding
the foregoing, nothing herein will, after the Closing Date, impose on Buyer any obligation to
retain any Buyer Employee in its employment for any amount of time or on any terms and
conditions of employment. The employment of each such Buyer Employee with Buyer
(including any Buyer Employee who may be on leave of absence) will commence immediately
after the Closing Date. Except as otherwise required by Legal Requirement, specified in this
Agreement, or otherwise agreed in writing by Buyer, Buyer shall not be obligated to provide any
severance, separation pay, or other payments or benefits, including any key employee retention
payments, to any Employee on account of any termination of such Employee's employment on
or before the Closing Date, and such benefits (if any) shall remain Excluded Liabilities and
obligations of Seller.
(b) Access to Information. After the Execution Date, Seller shall
provide Buyer, its Affiliates, and their Representatives with reasonable access to the Employees
and with information, including employee records and Benefit Plan data, reasonably requested
by Buyer and such Affiliates, except as otherwise prohibited by Legal Requirements.
(c) Benefit Plans. To the extent that service is relevant for any purpose
(including eligibility, vesting and accrual) under any employee benefit plan, program, policy or
arrangement of Buyer or its Subsidiaries, Buyer shall credit (or cause to be credited) the Buyer
Employees for service earned prior to the Closing with Seller in addition to service earned with
Buyer on and after the Closing to the extent such service was taken into account under a similar
Benefit Plan of Seller prior to Closing, and provided that such credit does not result in any
duplication of benefits. To the extent the Buyer Employees and their eligible dependents enroll
in any welfare benefit plan of Buyer or its Subsidiaries, subject to the terms of any such plan,
Buyer shall undertake commercially reasonable efforts to waive, or cause such waiver of, any
preexisting condition limitations applicable to such Buyer Employees to the extent that Buyer
Employee's or eligible dependent's condition would not have operated as a preexisting condition
under the applicable corresponding welfare benefit plan as maintained by Seller. In addition,
subject to the terms of the applicable welfare benefit plan of Buyer or its Subsidiaries, Buyer
shall undertake commercially reasonable efforts to (i) waive all waiting periods under such
welfare benefit plan otherwise applicable to the Buyer Employees and their eligible dependents,
other than waiting periods that arc in effect with respect to such individuals as of the Closing to
the extent not satisfied under Seller's applicable Benefit Plans, and (h) provide each Buyer
Employee and his or her dependents with corresponding credit under such welfare benefit plan
67
N8830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 147 of 174
plan after the Closing through December 31, 2016 at Buyer's sole cost and expense. Such
continued participation in such Benefit Plans shall be set forth in the Transition Services
Agreement entered into between Seller and Buyer. Following December 31, 2016, Buyer
Employees will continue to be able to submit claims under Benefit Plans for applicable run -out
periods for claims incurred on or prior to December 31, 2016. In the event the Company, Seller
or Buyer is unwilling or unable to allow Buyer Employees to continue to participate in any
Benefit Plan under the Transition Services Agreement through December 31, 2016, Buyer shall
not be deemed to have breached any Buyer obligations under Section 8.5(a) with respect to the
benefits provided under such Benefit Plan as long as Buyer takes commercially reasonable steps
to ensure that Buyer has applicable benefit plans in operation as soon as reasonably feasible
following Closing and Buyer shall have no responsibility or obligation to reimburse Seller for the
cost of any benefits required to be provided to Buyer Employees under COBRA. Nothing in this
paragraph shall require Buyer to provide for continued participation in any defined benefit
pension plan that is not a Union Pension and OPEB Plan or obligate Buyer to pay for or make
Seller whole for the continued participation or benefit accrual of Buyer Employees (if any) in the
Noranda Aluminum Group Retirement Plan or any other similar plan.
(j) No Third -Party Beneficiaries; Employment Status. All provisions
contained in this Agreement with respect to employee benefit plans or compensation of Buyer
Employees are included for the sole benefit of the respective parties hereto. Nothing contained
herein (i) shall confer upon any former, current or future employee of Seller or Buyer or any
legal representative or beneficiary thereof any rights or remedies, including any right to
employment or continued employment, of any nature, for any specified period; (ii) shall cause
the employment status of any former, present or future Employee to be other than terminable at
will; or (iii) shall confer any third party beneficiary rights upon any Buyer Employee or any
dependent or beneficiary thereof or any heirs or assigns thereof.
8.6 Post -Closing Books and Records; Properties, and Personnel.
(a) From and after the Closing Date for a period of three (3) years,
Buyer shall provide Seller (and its Representatives) with access, at reasonable times and in a
manner so as not to unreasonably interfere with its normal business, to the assets, books, records,
systems and other property and any employees of Buyer so as to enable Seller to prepare
financial or court filings or reports, to respond to court orders, subpoenas or inquiries,
investigations, audits or other proceedings of Governmental Authorities, to prosecute and defend
legal Proceedings or for other like purposes, including Claims, objections and resolutions, and to
enable Seller to facilitate the transition of the ownership of the Business to Buyer and wind down
its operations related to the Business. During such three (3) year period, Seller (and its
Representatives) shall be permitted to make copies, at Seller's sole cost, of any books and
records described in this Section 8.6, subject to the confidentiality requirements set forth in
Section 7.1. If Buyer desires to dispose of any such books and records, Buyer shall, thirty (30)
days prior to such disposal, provide Seller with a reasonable opportunity to remove or copy such
records to be disposed of at Seller's expense. Buyer shall retain such books and records for a
period of six (6) years following the Closing, For the avoidance of doubt, nothing in this Section
8_6 shall be seen as limiting the Parties' obligations under Section 8.1(b).
69
N9830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 149 of 174
the United States Bankruptcy Code), and Buyer and its Affiliates will retain and may fully
exercise all of its and their rights and elections under the United States Bankruptcy Code (or any
similar foreign law) with respect thereto.
8.8 No Successor Liability.
The Parties intend that, except as included in the Assumed Liabilities, upon the
Closing, Buyer shall not be deemed to: (a) be the successor of or successor employer (as
described under COBRA and applicable regulations thereunder) to Seller, including with respect
to any Benefit Plan, (b) have, rye facto, or otherwise, merged with or into Seller; (c) be a mere
continuation or substantial continuation of Seller or the enterprise(s) of Seller; or (d) be liable for
any acts or omissions of Seller in the conduct of the Business or arising under or related to the
Acquired Assets other than as set forth in this Agreement. The Parties agree that the provisions
substantially in the form of this Section 8.8 shall be reflected in the Sale Order.
8.9 Real Property Matters, Segregation and Removal of Excluded Assets.
(a) Buyer may, at its sole cost and expense, (i) obtain from a title
company of its own selection a preliminary title report and any applicable supporting documents,
along with a commitment for an owner's policy of title insurance with respect to each parcel of
the Owned Real Property and the Huntingdon Facility and (ii) an ALTA survey of each parcel of
the Owned Real Property and the Huntingdon Facility.
(b) Seller shall use commercially reasonable efforts to, within one
hundred twenty (120) days after the Closing Date, segregate and remove from the Real Property
all Excluded Assets. Seller shall remove such items at Seller's sole cost and expense (including
any expense reasonably necessary to repair any damage caused by the Seller in connection with
such removal) in a manner so as not to unreasonably interfere with Buyer's operations on the
Real Property.
8.10 Bankruptcy_ Process.
(a) Unless Buyer is in breach of this Agreement or this Agreement has
been terminated, Seller covenants and agrees that if the Sale Order is entered, the terms of any
plan submitted by Seller to the Bankruptcy Court for confirmation or otherwise supported by
Seller shall not conflict with, supersede, abrogate, nullify, modify or restrict the terms of this
Agreement, the Sale Order or the rights of Buyer under either document, or in any way prevent
or interfere with the consummation or performance of the transactions contemplated by this
Agreement, including any transaction that is contemplated by or approved pursuant to the Sale
Order.
(b) If the Sale Order or any other Order of the Bankruptcy Court
relating to this Agreement shall be appealed or any petition for certiorari or motion for rehearing
or reargument shall be filed with respect thereto, Seller agrees to take all action as may be
commercially reasonable and appropriate to defend against such appeal, petition or motion, and
Buyer agrees to reasonably cooperate in such efforts, and each Party agrees to use its reasonable
efforts to obtain an expedited resolution of such appeal.
71
#8830851607

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09.26.52 Main Document
Pg151of174
complied with in all material respects and Buyer shall have received a certificate of Seller to
such effect signed by a duly authorized officer of Seller.
9.3 No Order.
No Governmental Authority shall have enacted, issued, promulgated, decreed or
entered any Order from and after the Execution Date, which is in effect and has the effect of
prohibiting (or delaying beyond the Outside Date) the consummation of the transactions
contemplated by this Agreement or requires Buyer or any of its Affiliates to take any action not
required to be taken by Section 7.3 (including Section 7.3(d)).
9.4 Governmental Authorizations.
Any waiting period (and any extension thereof) under the HSR Act shall have
expired or shall have been terminated without imposition of any requirement for Buyer or any of
its Affiliates to take any action not required to be taken by Section 7.3 (including Section 7.3(d)).
9.5 Seller's Deliveries.
Each of the deliveries required to be made to Buyer pursuant to Section 4.3 shall
have been so delivered.
9.6 Sale Order.
Subject to Section 2.5, the Bankruptcy Court shall have entered the Sale Order,
and the Sale Order shall be in full force and effect and shall not have been reversed, stayed,
vacated, terminated, modified or amended.
9.7 Assumed Contracts.
The Bankruptcy Court shall have approved and authorized, other than with
respect to Cure Costs, the assumption and assignment of each Assumed Contract, except as
would not have an adverse material effect on the Business from and after the Closing.
9.8 Material Adverse Effect.
Since the Execution Date, no Material Adverse Effect shall have occurred.
ARTICLE 10
CONDITIONS PRECEDENT TO THE OBLIGATION OF SELLER TO CLOSE
The obligations of Seller to consummate the transactions contemplated by this
Agreement are subject to fulfillment, at or prior to the Closing, of each of the following
conditions, any one or more of which may be waived by Seller in writing, in its sole and absolute
discretion:
73
#88348516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 153 of 174
10.6 Sale Order. Subject to Section 2.5, the Bankruptcy Court shall have
entered the Sale Order, and the Sale Order shall be in full force and effect and shall not have
been reversed, stayed, vacated, terminated, modified or amended.
ARTICLE 11
TERMINATION
11.1 Termination Events.
Notwithstanding anything to the contrary in this Agreement, this Agreement may
be terminated at any time prior to the Closing only as follows.
(a) by mutual written consent of Seller and Buyer;
(b) by written notice from either Seller or Buyer:
(i) if a Governmental Authority issues a final, non -appealable
ruling or Order permanently restraining, enjoining or otherwise prohibiting consummation of the
transactions contemplated hereby where such ruling or Order was not requested, encouraged or
supported by any of the Parties;
(ii) if the Closing shall not have occurred on or prior to
August 31, 2016 (the "Outside Date"); provided, however that if Buyer is the "Backup
Bidder" in the Auction, the "Outside Date" shall be September 20, 2016; provided further
that the terminating Parry under this Section 1 1.1(b)(ii) is not (at such time of termination)
in breach of any representation, warranty, covenant or other agreement in this Agreement
which breach is the proximate cause of the failure of the Closing to occur on or prior to
the Outside Date;
(iii) upon the final, non -appealable ruling or denial of the
Governmental Authorizations described in Sections 9A and 10A and required to be obtained by
Closing; or
(iv) upon the dismissal of the Bankruptcy Case or the
conversion of the Bankruptcy Case.
(c) by written notice from Buyer upon the appointment of a trustee or
other examiner (except a fee examiner) pursuant to Section 1104 of the Bankruptcy Code;
(d) by written notice from Buyer upon the failure to obtain entry of the
Sale Order (subject to the Bankruptcy Court's availability) on or before July 18, 2016;
(e) by written notice from Buyer in the event of any breach of, or
failure to perform, by Seller of any of its agreements, covenants, representations or warranties
contained herein or in the Sale Order, which breach or failure to perform (A) would result in a
75
d68308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 155 of 174
(i) by written notice from Seller in the event that the conditions in
Sections 9.4 and 10.4 have not been satisfied as of September 20, 2016.
Each condition set forth in this Section 11.1 shall be considered separate and distinct from each
other such condition. If more than one of the termination conditions set forth in this Section 1 1.1
are applicable, the applicable Party shall have the right to choose the termination condition
pursuant to which this Agreement is to be terminated.
11.2 Good Faith Dct)osit.
(a) In the event that Seller terminates this Agreement pursuant to
Section 11.1(fl or 11.1(g), Seller shall retain the Good Faith Deposit pursuant to the Bidding
Procedures, which amount shall constitute Seller's sole and exclusive remedy as liquidated
damages for any and all losses or damages of any nature against the Buyer, the Debt Financing
Sources and each of their respective stockholders, Affiliates or Representatives in respect of this
Agreement, any of the other Transaction Documents and any of the transactions contemplated
hereby or thereby or for any breach or failure to perform hereunder or thereunder, including any
failure of the Closing to take place, provided that the foregoing shall not impair the rights of the
Seller to obtain injunctive relief or specific performance pursuant to Section 13.14, prior to any
termination of this Agreement.
(b) In the event that this Agreement is terminated other than pursuant
to Section 1 1.1(fl or 1 1.1(g), Seller shall return the Good Faith Deposit and interest credited
thereon to Buyer as soon as reasonably practicable but in any event within three (3) Business
Days, but subject to the Bidding Procedures Order if Buyer is the `Backup Bidder," as defined
therein, by wire transfer of immediately available funds to such account or accounts as are
designated in writing by Seller.
11.3 Termination Fee
If this Agreement is terminated by Seller pursuant to Section I I.1(i) and, at the time of
such termination, Buyer is not entitled to terminate this Agreement pursuant to Section 11.1(c),
then Buyer shall, within three (3) Business Days following any such termination, pay to Seller in
cash by wire transfer of immediately available funds to the account designated by Seller a
termination fee in an amount equal to $3,000,000 (the "Termination Fee"). The Termination Fee
shall be payable only once and, in a circumstance where the Termination Fee is payable, shall
constitute Seller's sole and exclusive remedy as liquidated damages for any and all losses or
damages of any nature against Buyer, the Debt Financing Sources and each of their respective
stockholders, Affiliates or Representatives in respect of this Agreement, any of the other
Transaction Documents and any of the transactions contemplated hereby or thereby (and, for the
avoidance of doubt, Seller shall not be permitted to both the payment of the Termination Fee and
the retention of the Good Faith Deposit pursuant to Section 11.2).
11.4 Effect of Terminati
In the event of termination of this Agreement by Buyer or Seller pursuant to this
Article 11, this Agreement shall become null and void and have no effect, and all rights and
obligations of the Parties under this Agreement shall terminate without any Liability of any Party
77
488308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 157 of 174
Amount limitation shall not apply to the indemnification rights of an Indemnified Party for
Losses resulting from Sections 12.1(b) or Losses resulting from Section 12.1(a) with respect to
Fundamental Representations and Losses on account of such conduct shall not be counted
against the Deductible Amount.
(c) Buyer hereby acknowledges and agrees that, except for Section 3.2,
its sole and exclusive remedy after the Closing with respect to any and all monetary claims
relating to the subject matter of this Agreement shall be pursuant to the indemnification
provisions set forth in this Article 12. Nothing in this Section 12.3 shall limit any Person's right
to seek and obtain any equitable relief to which any Person shall be entitled or to seek any
remedy on account of actual and intentional fraud.
(d) No Indemnified Party shall have any right to indemnification with
respect to (i) any representation, warranty, covenant or condition specifically waived in writing
by Buyer on or prior to the Closing or (ii) any Losses with respect to any matter to the extent
such matter was included in the calculation of Net Working Capital (as finally determined
pursuant to Section 3.2).
(e) The right to indemnification, payment, reimbursement, or any
other remedy based on any representation, warranty, covenant, obligation or agreement
contained in this Agreement will not be affected by any investigation conducted at any time or
any knowledge acquired (or capable of being acquired) at any time, in each case whether before
or after the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, any
such representation, warranty, covenant, obligation or agreement, other than information
disclosed in the Disclosure Schedules or, with respect to all representations and warranties other
than the Fundamental Representations, the Incorporated Information to the extent that the
relevance of any disclosed event, item or occurrence in the Disclosure Schedules or the
Incorporated Information to a matter disclosed in Article 5 is reasonably apparent on its face.
(0 The amount of any Losses for which indemnification is provided
under this Article 12 shall be calculated net of the amount of any insurance proceeds actually
received by the Indemnified Party in connection with such Losses or any of the events or
circumstances giving rise or otherwise related to such Losses, net of all premium increases
directly resulting therefrom, deductibles and co -payments attributable thereto, and all reasonable
costs of collection of any such proceeds actually paid (collectively, "Insurance Costs"). If such
insurance proceeds are actually received by an Indemnified Party after the date on which such
Indemnified Party is indemnified pursuant to this Article 12, such Indemnified Party shall, no
later than ten (10) days after the receipt of such insurance proceeds, reimburse the Indemnifying
Party in an amount equal to such insurance proceeds (but in no event in an amount greater than
the amount previously paid to such Indemnified Party), less any Insurance Costs. The Parties
agree to use commercially reasonable efforts to pursue such insurance proceeds; ,provided,
however, that the provisions of this Section 12.3(f) shall not mitigate a Party's obligation to
make indemnification payments described in this Agreement on a timely basis.
(g) The Indemnified Party shall use commercially reasonable efforts,
including pursuing any and all legal rights and remedies reasonably available to it (including
79
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 159 of 174
available to the Indemnifying Party and its agents and representatives as reasonably requested all
records and other materials that are reasonably required in the defense of such Third Party Claim
and shall otherwise reasonably cooperate with and assist the Indemnifying Party in the defense of
such Third Party Claim, subject to the reimbursement of the reasonable costs and expenses
incurred by the Indemnified Party as a result of a request by the Indemnifying Party to so
cooperate. If the Indemnifying Party assumes the defense of a Third Party Claim, it will conduct
such defense in good faith.
(b) Whether or not the Indemnifying Party has assumed the defense of
a Third Party Claim, the Indemnified Party shall not pay, settle or compromise such Third Party
Claim without the prior written consent of the Indemnifying Party, such consent not to be
unreasonably withheld, delayed or conditioned (and the Indemnifying Party shall not be
obligated to indemnify the Indemnified Party hereunder for any such payment, settlement or
compromise made or consented to without the Indemnifying Party's prior written consent).
Whether or not the Indemnifying Party has assumed the defense of a Third Party Claim, the
Indemnifying Party shall obtain the prior written consent of the Indemnified Party before
entering into any settlement of such Third Party Claim unless such settlement (x) provides to
such Indemnified Party an unqualified release from all liability in respect of such Third Party
Claim, (y) does not provide for the admission of liability by the Indemnified Party and (z)
provides only for the payment of monetary damages indemnifiable under this Article 12. If the
Indemnifying Party makes any payment on any Third Party Claim, the indemnifying Party shall
be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party
to any ordinary insurance benefits or other claims of the Indemnified Party with respect to such
Third Party Claim; provided, however, the foregoing section of this sentence shall not apply to
representation and warranty insurance or environmental insurance.
(c) If the Indemnifying Party elects to defend such Third Party Claim,
the Indemnified Party shall have the right to participate in the defense of such Third Party Claim,
at its own expense, provided, however, that if the Indemnifying Party does not elect to defend
such Third Party Claim, does not defend such Third Party Claim in good faith or a timely manner,
or if, in the reasonable opinion of counsel of the Indemnified Party, there are one or more legal
defenses available to the Indemnified Party that conflict with those available to the Indemnifying
Party, the Indemnified Party shall have the right, in addition to any other right or remedy it may
have hereunder, at the Indemnifying Party's expense, to defend or participate in the defense of
such Third Party Claim. The Indemnifying Party shall pay the fees and expenses of the
Indemnified Party's separate counsel incurred by the Indemnified Party prior to the date the
Indemnifying Party assumes control of the defense of a Third Party Claim (solely out of the
escrow funds).
(d) The term "Date of the Notice of Claim" as used in this Article 12
shall mean the date the Notice of Claim is deemed delivered pursuant to Section 13.4.
12.6 Tax Treatment of Indemnity Payments. The parties agree to treat all
payments made under the indemnity provisions of this Article 12 as adjustments to the Purchase
Price for Tax purposes, unless required by a change of applicable Legal Requirements or a "final
determination".
81
#188309516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 161 of 174
obligation of confidentiality to Buyer with respect to such information, (b) is independently
developed by Seller following the Closing without violating any of its obligations under this
Agreement, (c) is or becomes available to the public other than as a result of disclosure by Seller
or any of its Affiliates, (d) is or may be necessary to wind down Seller's estate, or in connection
with the enforcement of the rights of, or the defense of any Proceeding against or involving,
Seller provided that the Confidential Information is afforded confidential treatment, (e) solely
relates to any Excluded Assets and/or Excluded Liabilities, or (f) is or may be necessary in
connection with the Bankruptcy Case provided that the Confidential Information is afforded
confidential treatment. Notwithstanding the foregoing, Seller may disclose Confidential
Information if Seller believes (upon the advice of counsel) it is legally required to make such
disclosure in order to comply with applicable Legal Requirement. if Seller or any of its
Representatives becomes required (including by deposition, interrogatory, request for documents,
subpoena, civil investigative demand or similar process) or it becomes necessary in connection
with the Bankruptcy Case to disclose any of the Confidential Information, Seller or such
Representative shall use reasonable best efforts to provide Buyer with prompt written notice, to
the extent not prohibited by Legal Requirement. Seller agrees to disclose only that portion of the
Confidential Information which it believes it is necessary or required to disclose and to use
commercially reasonable efforts to obtain confidential treatment of such Confidential
Information. In furtherance of the foregoing, Seller agrees to use commercially reasonable
efforts to seek confidential treatment of the amount of the Termination Fee, and specifically
agrees to use commercially reasonable efforts to file any version of this Agreement with the
Bankruptcy Court with the amount of the Termination Fee redacted or filed under seal(provided
that an unredacted copy thereof may be provided to the Debt Financing Sources, the Bankruptcy
Court, the Office of the United States Trustee, any other "qualified bidder" and, in each case, on
a confidential professionals' eyes only basis, to advisers to the DIP Credit Parties, Official
Committee of Unsecured Creditors and the other Consultation Parties (as defined Bid Procedures
Order) in the Bankruptcy Case).
13.3 Public Announcements.
From the Execution Date to the Closing, unless otherwise required by applicable
Legal Requirement or by obligations of Buyer or Seller or their respective Affiliates pursuant to
any listing agreement with or rules of any securities exchange, Buyer, on the one hand, and
Seller, on the other hand, shall consult with each other before issuing any press release or
otherwise making any public statement with respect to this Agreement or the transactions
contemplated hereby and shall not issue any such release or make any such statement without the
prior written consent of the other (such consent not to be unreasonably withheld, conditioned or
delayed). From and after the Closing, except to the extent necessary or required (a) by the
Bankruptcy Court or (b) in connection with the Bankruptcy Case or the Sale Motion, the Parties
may make public statements with respect to this Agreement or the transactions contemplated
hereby so long as such announcements do not disclose the specific terms or conditions of this
Agreement except where such terms and conditions have already been disclosed as required by
Legal Requirement or by obligations of Buyer or Seller or their respective Affiliates pursuant to
any listing agreement with or rules of any securities exchange; provided, that the issuing party
shall use its commercially reasonable efforts to consult with the other party with respect to the
text thereof to the extent practicable.
83
N88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 163 of 174
Facsimile: (404) 572-5 13 1
or to such other Person or address as any party shall specify by notice in writing to the other
party. All such notices, requests, demands, waivers and communications shall be deemed to have
been received on the date on which so personally -delivered or faxed or delivered by overnight
courier.
13.5 Waiver.
Neither the failure nor any delay by any Party in exercising any right, power, or
privilege under this Agreement or the documents referred to in this Agreement shall operate as a
waiver of such right, power or privilege, and no single or partial exercise of any such right,
power, or privilege shall preclude any other or further exercise of such right, power, or privilege
or the exercise of any other right, power, or privilege. To the maximum extent permitted by
Legal Requirements, (a) no waiver that may be given by a Party shall be applicable except in the
specific instance for which it is given, and (b) no notice to or demand on one Party shall be
deemed to be a waiver of any right of the Party giving such notice or demand to take further
action without notice or demand.
13.6 Entire Agreement; Amendment.
This Agreement (including the Disclosure Schedules and the Exhibits), the Sale
Order, the Bidding Procedures Order, the Confidentiality Agreement and the other Transaction
Documents supersede all prior agreements between Buyer, on the one hand, and Seller, on the
other hand, with respect to its subject matter and constitute a complete and exclusive statement
of the terms of the agreements between Buyer, on the one hand, and Seller, on the other hand,
with respect to their subject matter. This Agreement may not be amended, modified or
supplements except by a written agreement executed by each of the Parties. Any amendments,
modifications or waivers to Section 11.2(a), 11.3, 13.6, 13.7, 13,10, 13.12 or 13.14 shall (with
respect to the Debt Financing Sources) require the prior written consent of each Debt Financing
Source before any such amendment, modification or waiver may become effective.
13.7 Assignment.
This Agreement, and the rights, interests and obligations hereunder, shall not be
assigned by any Party by operation of law or otherwise without the express written consent of all
of the other Parties (which consent may be granted or withheld in the sole discretion of such
other Party) and any assignment in contravention of this Section 13.7 shall be null and void ab
initio, provided, that Buyer may transfer or assign its rights and obligations under this Agreement,
in whole or from time to time in part, to one or more of its Affiliates or, as collateral security, to
any lender or financing source; provided, that no such transfer or assignment will relieve Buyer
of its obligations hereunder or enlarge, alter or change any obligation of any other Party hereto or
due to Buyer.
13.8 Severability.
The provisions of this Agreement shall be deemed severable, and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the other
85
988308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 165 of 174
(d) Notwithstanding anything to the contrary contained herein, Seller
(on behalf of itself and any of its Affiliates, directors, officers, employees, agents and
representatives) hereby waives any rights or claims against any Debt Financing Source or its
Representatives in connection with this Agreement, the Debt Commitment Letter or the Debt
Financing Agreements (whether in law, equity, tort, contract or otherwise) or in respect of any
oral or written representations made or alleged to be made in connection herewith or therewith
and Seller (on behalf of itself and any of its Affiliates, directors, officers, employees, agents and
representatives) agrees not to commence any action or proceeding against any Debt Financing
Source or its Representatives in connection with this Agreement, the Debt Commitment Letter or
the Debt Financing Agreements. In furtherance and not in limitation of the foregoing waiver, it is
acknowledged and agreed that no Debt Financing Source or its Representatives shall have any
liability for any claims or damages to Seller in connection with this Agreement, the Debt
Commitment Letter, the Debt Financing Agreement or the transactions contemplated hereby or
thereby.
13.11 Counterparts.
This Agreement and any amendment hereto may be executed in two or more
counterparts, each of which shall be deemed to be an original of this Agreement or such
amendment and all of which, when taken together, shall constitute one and the same instrument.
Notwithstanding anything to the contrary in Section 13.4, delivery of an executed counterpart of
a signature page to this Agreement or any amendment hereto by telecopier, facsimile or email
attachment that contains a portable document format (.pdo file of an executed signature shall be
effective as delivery of a manually executed counterpart of this Agreement or such amendment,
as applicable.
13.12 Parties in Interest; Third Party Beneficiaries, No Amendment.
This Agreement and the other Transaction Documents shall inure to the benefit of
and be binding upon the Parties and their respective successors and permitted assigns. This
Agreement and the other Transaction Documents are for the sole benefit of the Parties and their
permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any
other Person any legal or equitable benefit, claim, cause of action, remedy or right of any kind;
provided, however, that the Debt Financing Sources and its Representatives are third party
beneficiaries of and entitled to enforce this Section 13.12 and Sections 11.2 a , 11.3, 13.6, 13.7,
13.10 and 13.14. Notwithstanding anything to the contrary, nothing in this Agreement shall
constitute an amendment to any Benefit Plan.
13.13 Remedies.
Neither the exercise of nor the failure to exercise a right of set-off or to give
notice of a claim under this Agreement will constitute an election of remedies or limit Seller or
Buyer in any manner in the enforcement of any other remedies that may be available to any of
them, whether at law or in equity.
87
#88308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 167 of 174
IN WITNESS WHEREOF, the Parties have caused this Asset Purchase Agreement
to be executed and delivered by their duly authorized representatives, all as of the Execution
Date.
JW ALUMINUM COMPANY
By: �,'
jij c
Name:
Title:
NORANDAL USA, INC.
By:
Name:
Title:
[Signature Page to Asset Purchase Agreement]
#33308516v57

Case 16-10083 Doc 1053 Filed 08/17/16 Entered 08/17/16 09:26:52 Main Document
Pg 169 of 174
Schedule 2
ASSUMED CONTRACTS

Case 16-10083 Doc 1053 Filed 08474k6--Er"Fad 08/17/16 09.26.52 Main Document
Pg 171 of 174
Contracted Party Contract Description
GMCH (GENERAL MOTORS) Supply Agreement J Consignment Agreement $
Purchase Order(s): T-322080-001; P-322081-002; T-322080-002; N-322075-002; N-322077-002; N-
322085-001; N-322068.002; N-322073-003; N-322068-003; N-322069.003; N-322070-003; N-322073-
GOODMAN MFG 004; N-322075-003; N-322077-003; P-322078-001; P-322061-004; N-322076-005; P-322078-001; P- $
322081-004;N-322076-004; N-322068-004; N-322069-004; N-322070-004; N-322073-005; N-322075-
004; N-322076-005; N-322077-004; P-322081-005
GT COMMODITIES LLC
HANDI FOIL (HFA)
HONEYWELL INTERNATIONAL INC.
HONEYWELL INTERNATIONAL INC.
HOWARD INDUSTRY
IDEALTAPE
INTERTAPE
JBCTECHNOLOGIES
KONICA MINOLTA BUSINESS SOLUTIONS USA, INC.
LANGLEY
LASALLE AIR SYSTEMS
LENNOX
LEROY SOM ER
LIEBERT
LINDE LLC
LITE GAUGE
LUVATA
LYDALL
LYNCH
M.R. SNYDER COMPANY
Metal Vendor Agreement (PO MT-90071316/5013-515214-16)
Supply Agreement
End User License Agreement
Lifecycle Services & Solutions Agreement No. US1109-12998
Supply Agreement
Supply Agreement
Supply Agreement
Supply Agreement
Equipment Lease Agreement - Dated 05/O1/2015
Supply Agreement
Supply Agreement
Supply Agreement
Supply Agreement
Supply Agreement
Revised Pricing Agreement
Supply Agreement
Supply Agreement
Purchase Order(s): N-0009660; N-0009820; N-0009823; N-0009627; N-0009835; N-0009869; N-
0009829; N-0009830; N-0009B32; N-0009833; N-0009834; N-0009749
Supply Agreement
Rolling Mili Agreement
MANPOWER WEST TENNESSEE (GREAT RIVERS EMPLOYMENT) Staffing Services Agreement
MARLEY
MATERIAL SCIENCES
MAXTRANS LOGISTICS COMPANY, LLC
MEDALCO METALS, INC. (BERLIN METALS)
MEDALCO METALS, INC. (BUILDERS BEST)
MEDALCO METALS, INC, (IMPERIAL)
MEDALCO METALS, INC. (LAMBAO)
MEDALCO METALS, INC. (LIFETIME CHIMNEY SUPPLY)
MEDALCO METALS, INC. (MALCO)
MEDALCO METALS, INC. (ACOSTA)
MEDALCO METALS, INC. (ARMALAS)
MEDALCO METALS, INC. (ASPEN MFG)
MEDALCO METALS, INC. (BENCHMARK)
MEDALCO METALS, INC. (BERNARD RAISIN MFG.)
MEDALCO METALS, INC. (BIG 3 PRECISION PRODUCTS)
MEDALCO METALS, INC. (BOIS D'ART)
MEDALCO METALS, MC. (BUCKLEY ASSOC.)
MEDALCO METALS, INC. (CHIMNEY LINER/NAIL CHIMNEY
MEDALCO METALS, INC. (COIL SPECIALIST)
MEDALCO METALS, INC. (DECTRON INTL/REF PLUS)
MEDALCO METALS, INC. (DEFLECTO CANADA)
MEDALCO METALS, INC. (DON PARKS)
MEDALCO METALS, INC. (DUNDAS JAFINE)
MEDALCO METALS, INC. (FIRST COMPANY)
MEDALCO METALS, INC. (FLEXEASE)
MEDALCO METALS, INC. (GREAT AMERICAN COIL)
MEDALCO METALS, INC. (HAYDON)
MEDALCO METALS, INC. (HEAT PIPE TECHNOLOGY)
MEOALCO METALS, INC. (HERITAGE METALS)
MEDALCO METALS, INC. (LYDALL)
MEDALCO METALS, INC. (M & G DURAVENT)
MEDALCO METALS, INC. (M5 STEEL CORP)
MEDALCO METALS, INC. (MAGNAFLEX INDUSTRIES)
MEDALCO METALS, INC. (MASTRON)
MEDALCO METALS, INC. (MATICAIR SUPPLY)
MEDALCO METALS, INC. {MESTEK)
Supply Agreement
Supply Agreement
Amended Transportation Management Services Agreement
Customer Agreement (1072 Agreement)
Supply Agreement
Supply Agreement
Supply Agreement
Customer Agreement (1072 Agreement)
Custo mer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Supply Agreement
Customer Agreement (1072 Agreement)
Supply Agreement
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Customer Agreement (1072 Agreement)
Cure
10,438.42
400,000.00
Page 2 of 5

Case 16-10083 Doc 1053 Filed 084174k, -mEraeied 08/17/16 09:26:52 Main Document
Pg 173 of 174
Contracted Party
Contract Description
Purchase Order(s): N-321817-003; N-320874-001; R-320874-002; N-320878-004; N-322D49-001; N-
TRANE - IR
321761-001; N-320878-004; N-322049-001; N-322049-002; N-321817-005; N-322071-002; N-322071- $
004; N-322416-003; N-322416-004; N-321761-001; N-322071-003; N-322416-005
TRIDENT
Supply Agreement $
TRINIDAD BENHAM
Supply Agreement $
UNIFIRST CORP.
Customer Service Agreement $
UNION ELECTRIC STEEL CORPORATION
Purchase Contracts - Dated 07/01/2015 $
UNITED STEEL, PAPER, AND FORESTRY, RUBBER,
MANUFACTURING, ENERGY, ALLIED INDUSTRIALAND SERVICE
Labor Agreement - Dated 11/20/2012 $
WORKERS INTERNATIONAL UNION
US BANK EQUIPMENT FINANCE
Printer Lease - Financing Agreement $
WEST TENNESSEE PUBLIC UTILITY DISTRICT
Natural Gas Sales Agreement $
WEST TENNESSEE PUBLIC UTILITY DISTRICT
Natural Gas Sales Agreement Modification $
WEST TENNESSEE PUBLIC UTILITY DISTRICT
Security Agreement for Payment of Gas Utility Bill $
WEST TENNESSEE PUBLIC UTILITY DISTRICT
Utilities agreement re: Authorization for 1-year extension $
WESTERN PLASTICS
Supply Agreement $
MICROSOFT EA, ECI, AND SELECT (SOFTWARE) [3]
Software Agreement $
MICROSOFT DYNAMICS AX (SOFTWARE LICENSE) [4]
Software Agreement $
MICROSO FT V ISI 0 AND PROJECT [5]
Software License $
ADOBE STANDARD OR PRO VERSION [6]
Software License $
PARK PLACE TECHNOLOGIES LLC (MAINTENANCE CONTRACT) Maintenance Contract
PARK PLACE TECHNOLOGIES LLC (MAINTENANCE CONTRACT) Hardware Maintenance agreement re: Hardware Maintenance for the HP Servers Residing in
Huntingdon
HAGERMAN AND COMPANY INC CAD Subscription/Maintenance Agreement
TEtERIK INC
FASTSPRING (SUBSCRIPTION)
COMPONENT 50URCE
CHARTER COMMUNICATIONS LLC (SERVICE)
LOGICALIS (MAINTENANCE)
PRESIDIO NETWORKED SOLUTIONS (SUBSCRIPTION) -
HUNINGTON FIREWALL
HELPSYSTEMS LLC (MAINTENANCE)
ORACLE AMERICA
ORACLE AMERICA
WRQ REFLECTIONS
ENSYNC SOLUTIONS
KRONOS INC
ATTUNITY INC
IDERA
SOLARWINDS, INC
TYCO SIMPtEXGRINNELL (SERVICE)
PRESIDIO NETWORKED SOLUTIONS (MAINTENANCE)
LEE COMPANY (MAINTENANCE CONTRACT)
IT Agreement re: Development Tool
IT Agreement
Software agreement re: Development Tool Agreement
Communication agreement re: Internet Service
Software agreement re: Backup Software Maintenance
Hardware; Software agreement re: Firewall Subscriptions/Maintenance
Maintenance Contract $
Oracle License and Services Agreement between Norandai USA and Oracle Corporation — Dated $
1/26/2005
Software Update License & Support — Oracle Database Standard Edition One — Processor Perpetual 26- $
JAN -2016 : 25-JAN-2017
IT Agreement $
Hardware agreement re: Add -on to DAX Maintenance $
Time Keeping System Maintenance Agreement $
Software agreement re: Flat Rolled Legacy System Software & Application Maintenance/Subscription $
Agreement
Software agreement re: SQL Management and SOX Evidence Collection Tools $
Software agreement re: Network monitoring tools $
Service Contract $
Hardware agreement re: Load Balancer Maintenance $
Maintenance Contract $
Cure
9,974.21
1,697.09
Page 4 of 5

One Atlantic Center
1201 West Peachtree Street
Atlanta, CA 30309-3424
404-881-7000
Fax:[phone]
www.,ilstoii.com
Bri t to ny C. Ra wa y Direct Dial: 404-881-7674
August 24, 2016
VIA UPS DELIVERY
Email: [e-mail]
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
Re: Deed related to Stormwater Management Permit COC No.
NCG030127
Dear Sir or Madam:
Enclosed please find a copy of the recorded deed for the facility associated with
the above -referenced permit. Please feel free to reach out to me or the permit contact for
Granges Americas Inc. with any questions or concerns.
Sincerely,
Brittany C. ay
Enclosure
LEGAL02/36617204v i
Atlanta • Beijing • Brussels • Charlotte • Dallas • Los Angeles • New York o Research Triangle • Silicon Valley s Washington, D.C.

Type: CONSOLIDATED REAL PROPERTY
Recorded: 8/23/2016 4:14:07 PM
Fee Amt: S0.00 Page 1 of 2
Rowan, NC
J. E. Brindle Register of Deeds
B K 1275 PG 742
SATISFACTION OF SECURITY INSTRUMENT
BY SECURED CREDITOR
[N.C.G.S. 45-36.10; N.C.G.S. 45-37(a)(7)]
The undersigned is now the Secured Creditor in the Security Instrument identified as follows:
Type of security instrument: DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING dated as of February 29, 2012, as amended and restated by AMENDED AND
RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS -AND LEASES AND FIXTURE
FILING dated as of May 29, 2013 `'-
[identify type-OfTGP601instrurnent, such as deed of trust or mortgage]
Original Grantor(s): NORANDAL USA, INC.
[Identify original grantor(s), trustor(s), or mortgagor(s)]
Original Secured Party(ies): DOUGLAS P. MATHESON, ESQ., AS TRUSTEE FOR THE BENEFIT OF BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
[Identify the original beneficiary(ies), mortgagee(s), or secured party(ies) in the Security Instrument]
Recording Data: The Security Instrument is recorded in Book 1199 at Page 235 and Book 1220, page 884
in the Office of the Register of Deeds for Rowan County, North Carolina.
This satisfaction terminates the effectiveness of the Security Instrument.
Date: August 22, 2016
CORTLAND CAPITAL MARKET SERVICES LLC, AS
SUCCESSOR ADMINISTRATIVE AGENT AND
SUCCESSOR COLLATERAeAGENT
ntity
� " ype Name: FoUne
Title: Assodate ounse
By:
Print or Type Name,. -
Title:
c�a ansel
Submitted electronicallyY by "First American - Atlanta"
in compliance with Nortti Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Rowan County Reglster of oeeds.
Book: 1275 Pago: 742 Page 1 of 2

:811 1
:8liD�
14unoo
�QI
AII03IU0110all p0p103M
Recorde Electronically
ID:
Coun
Date; �,..,..,.._�
Time. �.d.4.,_,.
SATISFACTION OF SECURITY INSTRUMENT
BY SECURED CREDITOR
[N.C.G.S. 45-36A 0; N.C.G.S.45-37(a)(7)]
The undersigned is now the Secured Creditor in the Security Instrument identified as follows:
Type of security instrument: DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND
LEASES AND FIXTURE FILING dated as of February 29, 2012, as amended and restated by AMENDED AND
RESTATED DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS -AND LEASES AND FIXTURE
FILING dated as of May 29, 2013 _...
(identify type-6f-§g2r;Grify instrument, such as deed of trust or mortgage]
Original Grantor(s): NORANDAL USA, INC.
[Identify original grantor(s), trustor(s), or mortgagor(s))
Original Secured Party(ies): DOUGLAS P. MATHESON, ESQ., AS TRUSTEE FOR THE BENEFIT OF BANK OF
AMERICA, N.A., AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT
(Identify the original beneficiary(ies), mortgagee(s), or secured party(ies) in the Security Instrument]
Recording Data: The Security Instrument is recorded in Book 1199 at Page 235 and Book 1220, page 884
in the Office of the Register of Deeds for Rowan County, North Carolina.
This satisfaction terminates the effectiveness of the Security Instrument.
Date: -August 22, 2016
CORTLAND CAPITAL MARKET SERVICES LLC, AS
SUCCESSOR ADMINISTRATIVE AGENT AND
SUCCESSOR COLLATERAle AGENT
ity
_�Pri ype Name:
Title: Lllcl__I
soc ate ounscBy: r f,
Print or Type Nam .
Title: Assodate Couisel

NON -INDIVIDUAL SECURED CREDITOR ACKNOWLEDGMENT
State of Illinois
County of Cook
I, the undersigned Notary Public of the County and State aforesaid certify that Polina Arsentyeva and Matthew Trybula
personally came before me this day and acknowledged that they are the Associate Counsel of CORTLAND CAPITAL
MARKET SERVICES LLC, a Delaware limited liability company, and that by authority duly given and as the act of such
entity, she signed the foregoing instrument in its name, on its behalf, as its act and deed.
Witness my hand and official stamp or seal this 19th day of Aw.
My C miss n Expires:
EMILY ERGANG PAPPAS
OFFICIAL SEAL
„yL Notary Public, State of Illinois
��+ My Commission Expires
M,ay 26, 2019

This instntment was prepared by
and aft recording shoOld be'retumed ta:
Jay Basham, Esq.
PARKER, HUDSON, RAINER & DOBBS LLP
303 Peachtree Street, N.E.
Suite 3600
Atlanta, Georgia 30308
STATE OF NORTH CAROLINA
COUNTY OF ROWAN
RELEASSE DEED
Type: CONSOLIDATED REAL PROPERTY
Recorded: 8/23/2016 4:15.07 PM
Fee Amt: $26.00 Page 1 of 8
Rowan, NC
J. E. Brindle Register of Deeds
BK 1275 PG 743
CROSS-REFERENCE TO:
Book 1199, Page 236 and
Book 1220, Page 885
Office of the Register of Deeds for
Rowan County, NC
This RELEASE DEED (this "steles ") is made and entered into this 22nd day of August, 20I6, by
BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Collateral Agent
(in such capacity, the "Collateral Agent").
A. NORANDAL USA, INC. a Delaware corporation ("Grantor"), executed and delivered to
Douglas P. Matheson, Esq., as trustee ("Trustee"), for the benefit of the Collateral Agent, that certain Deed
of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated as of February 29,
2012, and recorded in Book 1199, Page 236, Rowan County, North Carolina Records, as amended and
restated by that certain Amended and Restated Deed ofTrust, Security Agreement, Assignment ofRents and
Leases and Fixture Filing dated as of May 29, 2013, and recorded in Book 1220, Page 885, Rowan County,
North Carolina Records (as at any time further amended, restated, supplemented or otherwise modified, the
"Deers of Trust), as security for the repayment of certain duties, obligations, and indebtedness owed by
Grantor to the Collateral Agent.
B. The Collateral Agent desires to release certain land as more particularly described below (the
"Released Pmnerty") from the Deed of Trust.
NOW, THEREFORE, the Collateral Agent and Trustee, for and in consideration of the premises and
of the sum of ONE DOLLAR ($1.00) paid by Grantor, receipt of which is hereby acknowledged, have
remised and released, and by these presents do remise, release and forever quitclaim unto Grantor and
4510542_4
submitted electronically by "First American - Atlanta"
in compliance with North Carolina statutes governing recordable documents
and the terns of the submitter agreement with the Rowan County Register of Deeds.
Book: 1275 Page: 743 Page 1 08

This instrument was prepared by
and 11fter recording should be returned to:
Jay Basham, Esq.
PARKER, HUDSON, RAINER & DOBBS LLP
303 Peachtree Street, N.E.
Suite 3600
Atlanta, Georgia 30308
STATE OF NORTH CAROL.INA
COUNTY OF ROWAN
RELEASE DEED
Recorded Eiectronlcolly
CROSS-REFERENCE TO:
Book 1199, Page 236 and
Book 1220, Page 885
Office of the Register of Deeds for
Rowan County, NC
This RELEASE DEED (this "Reis se") is made and entered into this 22nd day of August, 2016, by
BANK OF AMERICA, N.A., a national banking association, as Administrative Agent and Collateral Agent
(in such capacity, the "Coll teral Agent").
RMTALS:
A. NORANDAL USA, INC. a Delaware corporation ("Grantor"), executed and delivered to
Douglas P. Matheson, Esq., as trustee ("Trustee"), for the benefit of the Collateral Agent, that certain Deed
of Trust, Security Agreement, Assignment of Rents and Leases and Fixture Filing dated as of February 29,
2012, and recorded in Book 1199, Page 236, Rowan County, North Carolina Records, as amended and
restated by that certain Amended and Restated Deed of Trust, Security Agreement, Assignment of Rents and
Leases and Fixture Filing dated as of May 29, 2013, and recorded in Book 1220, Page 885, Rowan County,
North Carolina Records (as at any time further amended, restated, supplemented or otherwise modified, the
"Deed -(.f'[hi t"), as security for the repayment of certain duties, obligations, and indebtedness owed by
Grantor to the Collateral Agent.
B. The Collateral Agent desires to release certain land as more particularly described below (the
"Released Property") from the Deed of Trust.
NOW, THEREFORE, the Collateral Agent and "Trustee, for and in consideration of the premises acid
of the sum of ONE DOLLAR ($1.00) paid by Grantor, receipt of which is hereby acknowledged, have
remised and released, and by these presents do remise, release and forever quitclaim unto Grantor and
45105424

Grantor's successors and assigns, that certain tract or parcel of land in Rowan County, North Carolina, and
more particularly described as follows:
See "Exhibit A" attached hereto and made a part hereof.
TO HAVE AND TO HOLD the Released Property, together with all privileges and appurtenances
thereunto beionging to Grantor and Grantor's successors and assigns, free and discharged from the lien of the
Deed of Trust.
When reference is made to Grantor, the Collateral Agent or Trustee, the singular shall include the
plural and the masculine shall include the feminine or the neuter.
[Remainder of page intentionally !eft blank;
signatures appear on the followingpage.]
-2-

IN TESTIMONY WHEREOF, the Collateral Agent has executed this Release under seal the day and
year first above written.
COLLATERAL AGENT:
BANK OF AMERICA, N.A.
r
By:
Name: Steven L psmar
Title: Senior Vice President
STATE OF GEORGIA
COUNTY OF COBB
Notary Public of the aforesaid County and State, certify that Steven L.
Hipsman personally appeared before me this day and acknowledged that he is a Senior Vice President of
Collateral Agent, and that by authority duly given and as the act of such bank, the foregoing instrument was
voluntarily signed by him as its Senior Vice President for the uses and purposes set forth therein.
WITNESS my hand and official seal this the 22nd day of August, 2016.
My Commission Expires: Notary Public
(�-t-
Printed or Typed name of Notary Public
Signature page to Release of Deed of Trust (Rowan County, NC)

EXHIBIT "A"
DESCRIPTION OF THE RELEASED PROPERTY
(SEE ATTACHED)

Exhibit A
Land
Real property in the County of Rowan, State of North Carolina, described as follows:
PARCEL ID#063 007
TRACT I. -
BEGINNING AT AN IRON BOLT IN THE EASTERN MARGIN OF THE PAVEMENT OF THE OLD CONCORD
ROAD, SAID IRON BOLT BEING AT THE INTERSECTION OF THE EASTERN MARGIN OF THE PAVEMENT
OF THE OLD CONCORD ROAD WITH THE SOUTHERN MARGIN OF AN UNNAMED 25-FOOT STREET, AS
SHOWN ON THE MAP OF THE PROPERTY OF E.A. AND L.G. GOODMAN MADE 8Y J.D. JUSTICE AND
DATED October 7, 1939, AND RUNS THENCE WITH THE SOUTHERN MARGIN OF SAID 25-FOOT
UNNAMED STREET AND WITH GOODMAN'S LINE SOUTH 76 DEGREES 42 MINUTES EAST 18B7.6 FEET
TO AN IRON PIPE, L.G. GOODMAN'S CORNER IN ANNIE SUE GADDY'S LINE; THENCE WITH THE LINE
OF GADDY, BARGER, TRESXLER, WILLIAMS DIXON AND LESLY, SOUTH 6 DEGREES 00 MINUTES WEST
1081,2 FEET TO AN IRON PIPE, A NEW CORNER, (SAID IRON PIPE BEING NORTH 6 DEGREES 00
MINUTES EAST 450.00 FEET FROM A STONE, CORNER OF A.). CANUP AND D.L. CANUP) AND RUNS
THENCE A NEW LINE NORTH 73 DEGREES 12 MINUTES WEST 1937,5 FEET TO AN IRON PIPE IN THE
EASTERN MARGIN OF THE PAVEMENT OF THE OLD CONCORD ROAD; THENCE PARTIALLY WITH THE
EASTERN MARGIN OF SAID PAVEMENT NORTH 20 DEGREES 35 MINUTES EAST 301.8 FEET TO AN
IRON PIPE; THENCE PARTIALLY WITH THE EASTERN MARGIN OF SAID PAVEMENT OF THE OLD
CONCORD ROAD NORTH 4 DEGREES 25 MINUTES EAST 432.15 FEET TO AN IRON PIPE; THENCE
PARTIALLY WITH THE EASTERN MARGIN OF THE PAVEMENT OF THE OLD CONCORD ROAD NORTH 1
DEGREE 49 MINUTES WEST 236.5 FEET TO THE BEGINNING. CONTAINING 43.44 ACRES AND BEING A
PART OF THE PROPERTY CONVEYED TO A.]. CANUP BY DEED RECORDED 1N DEED BOOK 234, PAGE
166 IN THE OFFICE OF THE REGISTER OF DEEDS OF ROWAN COUNTY, N,C.
��y�Iti1
BEGINNING AT AN IRON PIPE AT THE SOUTHWEST CORNER OF THE INTERSECTION OF CHERRY
STREET AND AN UNNAMED 25-FOOT STREET AS SHOWN ON THE MAP OF THE PROPERTY OF E.A. AND
L.G, GOODMAN MADE BY J.D. JUSTICE AND DATED October 7, 1939, (SAID IRON PIPE BEING SOUTH
76 DEGREES 42 MINUTES EAST 884.0 FEET FROM AN IRON BOLT AT THE INTERSECTION OF THE
EASTERN MARGIN OF THE PAVEMENT OF THE OLD CONCORD ROAD WITH THE SOUTHERN MARGIN
OF SAID 25-FOOT UNNAMED STREET) AND RUNS THENCE WITH THE WESTERN MARGIN OF CHERRY
STREET AND Wri H C.F, MORGAN'S LINE NORTH 26 DEGREES 37 MINUTES EAST 779.0 FEET TO A
SPIKE IN THE CENTER OF THE CAROLINA AND NORTHWESTERN RAILROAD TRACK AND RUNS THENCE
10 LINES WITH THE CENTER OF SAID RAILROAD TRACK AS FOLLOWS:
1, SOUTH 38 DEGREES 12 MINUTES EAST 13.95 FEET;
2. SOUTH 38 DEGREES 24 MINUTES FAST 100 FEET;
3. SOUTH 40 DEGREES 30 MINUTES EAST 100 FEET;
4. SOUTH 43 DEGREES 32 MINUTES EAST 100 FEET;
-] 8-
USWOGELAN190I0867.3

5. SOUTH 44 DEGREES 28 MINUTES EAST 100 FEET;
6. SOUTH 46 DEGREES 33 MINUTES EA5T 100 FEET;
7. SOUTH 46 DEGREES 28 MINUTES EAST 100 FEET;
8. SOUTH 50 DEGREES 32 MINUTES EAST 100 FEET;
9. SOUTH 52 DEGREES 39 MINUTES EAST 100 FEET;
10.50UTH 54 DEGREES 01 MINUTES EAST 100 FEET TO A SPIKE IN THE CENTER OF THE CAROLINA
AND NORTHWESTERN RAILROAD TRACK; THENCE WITH THE LINE OF ANNIE SUE GADDY SOUTH 6
DEGREES 00 MINUTES WEST 301.2 FEET TO AN IRON PIPE, A.J. CANUP'S CORNER; THENCE WITH THE
LINE OF A.J. CANUP NORTH 76 DEGREES 42 MINUTES WEST 1003.6 FEET TO THE POINT OF
BEGINNING . CONTAINING 10.67 ACRES AND BEING ALL OF THE PROPERTY TO THE EAST OF THE
WESTERN MARGIN OF CHERRY STREET AS SHOWN ON THE MAP OF PROPERTY OF E,A, AND L.G.
GOODMAN, SAID MAP BEING MADE BY J.D. JUSTICE AND DATED OCTOBER 7, 1939,
THE ABOVE -DESCRIBED PROPERTY IS SU83ECT TO:
TRACT III:
BEGINNING AT AN IRON PIPE THE SOUTHEAST CORNER OF LOT NO. 6 IN THE WEST MARGIN OF
CHERRY STREET; THENCE NORTH 73 DEGREES WEST 329 FEET TO THE REAR CORNER OF LOT N0, 5;
THENCE WITH THE REAR LINES OF LOTS NOS. 1, 2, 3, 4, AND 5, NORTH 1 DEGREE WEST 661 FEET,
MORE OR LESS, TO THE NORTHEAST CORNER OF LOT NO. 1; THENCE ALONG THE OLD LINE SOUTH
89 DEGREES EAST 630 FEET, MORE OR LESS, BEGINNING AT AN IRON WITHIN THE RIGHT OF WAY
OF OLD CONCORD ROAD (STATE ROAD 1002), SAID IRON BEING AT THE EASTERN EDGE OF THE
PAVE PORTION OF SAID ROAD, AND BEING THE SOUTHWESTERN CORNER OF MARK R. HONEYCUTT;
THENCE WITH THE LINE OF HONEYCU77 AND THE PROPOSED NORTHERN MARGIN OF JAKE
ALEXANDER BOULEVARD, SOUTH 88 DEGREES 16 MINUTES 29 SECONDS EAST 97.28 FEET TO AN
EXISTING IRON; THENCE CONTINUING WITH HONEYCUTT, NORTH 78 DEGREES 49 MINUTES 05
SECONDS EAST A CORD DISTANCE OF 453.91 FEET TO AN EXISTING IRON; THENCE NORTH 70
DEGREES 10 MINUTES 16 SECONDS EAST 3.32 FEET TO AN IRON; THENCE NORTH 00 DEGREES 12
MINUTES 13 SECONDS WEST 110.93 FEET TO AN EXISTING IRON, A CORNER OF MRS. RAY M. CLINE;
THENCE WITH CLINE, NORTH 01 DEGREE 41 MINUTES 50 SECONDS WEST 111.33 FEET TO AN
EXISTING IRON, CORNER OF PAUL A. DALLAS; THENCE WITH DALLAS, NORTH 01 DEGREE 00
MINUTES 13 SECONDS WEST 110.92 FEET TO AN EXISTING IRON, CORNER OF RICHARD R. KETCHIE;
THENCE WITH KETCHIE, NORTH 01 DEGREE 05 MINUTES 52 SECONDS WEST 141,38 FEET TO AN
EXISTING IRON IN THE LINE OF GENERAL ELECTRIC COMPANY; THENCE WITH GENERAL ELECTRIC,
NORTH 88 DEGREES 40 MINUTES 12 SECONDS EAST 624.64 FEET TO AN IRON IN THE CENTERLINE
OF THE RIGHT OF WAY OF NORFOLK SOUTHERN RAILWAY; THENCE WITH THE CENTERLINE OF SAID
RAILWAY RIGHT OF WAY, TEN LINES AS FOLLOWS:
1, SOUTH 36 DEGREES 34 MINUTES 13 SECONDS EAST79.28 FEET TO AN IRON,
2. SOUTH 38 DEGREES 05 MINUTES 19 SECONDS EAST 100.62 FEET TO AN IRON;
3, SOUTH 40 DEGREES 38 MINUTES 37 SECONDS EAST 100.99 FEET TO AN IRON;
4. SOUTH 42 DEGREES 33 MINUTES 37 SECONDS EAST 100.63 FEET TO AN IRON;
5, SOUTH 44 DEGREES 26 MINUTES 14 SECONDS EAST 100.52 FEET TO AN IRON,-
6. SOUTH 46 DEGREES 29 MINUTES 03 SECONDS EAST 108.07 FEET TO AN IRON;
7. SOUTH 48 DEGREES 46 MINUTES 47 SECONDS EAST 101.87 FEET TO AN IRON;
S. SOUTH 50 DEGREES 53 MINUTES 46 SECONDS EAST 99,09 FEET TO AN IRON;
9. SOUTH 52 DEGREES 42 MINUTES 3B SECONDS EAST 98.22 FEET TO AN IRON;
10. SOUTH 54 DEGREES 07 MINUTES 14 SECONDS EAST 100.84 FEET TO AN IRON;
THENCE TRAVERSING THE SOUTHERN PORTION OF THE RAILROAD RIGHT OF WAY AND CONTINUING
WITH THE LINE OF EDWARD L. BEAVER, SOUTH 06 DEGREES 29 MINUTES 33 SECONDS WEST 118.78
FEET TO AN AXLE, A CORNER OF EDWAR❑ L. BEAVER; THENCE WITH BEAVER, SOUTH 06 DEGREES 00
-19-
US1 V OG EL.ANIW 10803

THENCE WITH H.W. ARTHURS AND JUDITH A. ARTHURS, SOUTH 05 DEGREES 18 MINUTES AND 51
SECONDS WEST 123.94 FEET TO AN EXISTING IRON, A CORNER OF EVELYN W. WILLIAMS; THENCE
WITH EVELYN WILLIAMS AND TONY R. DAVIS, SOUTH 05 DEGREES 23 MINUTES 23 SECONDS WEST
248.63 FEETTO AN DQSTING IRON, CORNER OF J.R. WEAVER; THENCE WITH WEAVER, SOUTH 07
DEGREES 15 MINUTES 11 SECONDS WEST 101.83 FEET TO AN IRON, CORNER OF BENJAMIN F.
LESLEY; THENCE WITH LESLEY, SOUTH 06 DEGREES 21 MINUTES 05 SECONDS WEST 1937.82 FEET
TO AN EXISTING IRON PIN IN THE EDGE OF THE PAVED PORTION OF OLD CONCORD ROAD, THEN
WITHIN THE RIGHT OF WAY OF SAID ROAD, THREE LINES AS FOLLOWS:
1. NORTH 20 DEGREES 35 MINUTES 00 SECONDS EAST 301,8 FEET TO AN IRON;
2. NORTH 04 DEGREES 25 MINUTES 00 SECONDS EAST 432.15 FEET TO AN IRON; AND
3. NORTH 01 DEGREE 49 MINUTES 00 SECONDS WEST 110.B4 FEET TO THE POINT OF BEGINNING,
CONTAINING 62.00 ACRES.
LESS AND EXCEPT; FROM DEED @ 490 - 271
BEGINNING AT AN IRON PIPE IN THE SOUTHWEST CORNER OF LOT NO. 5 IN THE EAST MARGIN OF
OLD CONCORD ROAD; THENCE WITH THE EASTERN MARGIN OF OLD CONCORD ROAD SOUTH 1 DEG.
56 MIN. EAST 149.11 FEET TO AN IRON PIPE, THE NORTH MARGIN OF A NEW PROPOSED EXTENSION
OF KLUMAC ROAD; THENCE WITH THE NORTH MARGIN OF SAID PROPOSED EXTENSION OF KLUMAC
ROAD THE FOLLOWING COURSES AND DISTANCES:
SOUTH 88 DEG, 33 MIN. EST 78,9 FEET TO AN IRON; THENCE ALONG A CURVE TO THE LEFT WHOSE
RADIUS IS 1105.92 FEET A CURVED DISTANCE OF 345.26 FEET TO AN IRON PIPE IN THE NORTH
MARGIN OF A 25 FOOT STREET AT ITS INTERSECTION WITH SAID PROPOSED EXTENSION OF KLUMAC
ROAD;
THENCE NORTH 76 DEG, 42 MIN. WEST 435.E FEET TO THE POINT OF BEGINNING, AS SHOWN ON
MAP PREPARED FOR REPUBLIC FOIL, INC. BY HUDSON AND ALMOND AUGUST 5 AND 6, 1964.
AS WELL AS; FROM DEED @ 1043 - 36
BEING ALL OF THAT 7.391 ACRE TRACT AS SHOWN UPON THE MAP AND SURVEY FOR NORANDAL
USA, INC., AS PREPARED BY RICHARD L, SHULENBURGER, RLS, DATED FEBRUARY 28, 2005 AND
REVISED AUGUST 3, 2005 AND RECORDED IN BOOK OF MAPS AT PAGE 5263, IN THE OFFICE OF THE
REGISTER OF DEEDS FIR ROWAN COUNTY, NORTH CAROLINA.
THE ABOVE -DESCRIBED PROPERTY IS HEREINAFTER RESTRICTED IN THAT THE PROPERTY SHALL
NOT BE USED FOR RESIDENTIAL PURPOSES SO LONG AS THERE IS LOCATED A MANUFACTURING
FACILLTY ON THE PROPERTY RETAINED BY NORANDAL USA, INC., ON THE SOUTH SIDE OF JAKE
ALEXANDER BLVD.
ALSO LESS AND EXCEPT; FROM DEED @ 946 - 412
A NEW PUMP STATION SITE FOR PUBLIC UTILITY PURPOSES OVER, UNDER AND ACROSS THE LANDS
OF NORANDAL USA INC. (T,M.63 PARCEL 7, D.B. 651 PG. 89)
BEGINNING AT A NEW IRON REBAR BEING ON THE WESTERN PROPERTY LINE OF NORANDAL USA INC
(T.M. 63 PARCEL 7, D.B. 651 PG. 89) ON THE EASTERN NCDOT RIGHT OF WAY OF OLD CONCORD
-20-
USIVOOFLAN9010367.3

ROAD (SR - 1002) D.B. 744 PG. 985, SAID POINT OF BEGINNING BEING 504 DEG.- 09'-02" W 307.04
FEET FROM AN EXISTING RIGHT OF WAY MONUMENT MARKING A POINT OF CURVATURE WITH A
RADIUS OF 1,472,42 FEET ON SAID EASTERN NCDOT RIGHT OF WAY OF OLD CONCORD ROAD AND
WESTERN PROPERTY LINE OF NORANDAL USA INC; THENCE FROM THE POINT OF BEGINNING ALONG
A NEW PROPERTY LINE OF A NEW PUMP STATION SITE FOR THE FOLLOWING THREE (3) COURSES:
(1) S78DEG.-53'-30"E 70.21
FEET TO A NEW IRON REBAR; (2) S11 DEG-06`-30" W 50-00 FEET TO A NEW IRON REBAR; AND (3)
N78DEG. - 53'-30 W 70.21 FEET TO A NEW IRON REBAR ON SAID EASTERN NCDOT RIGHT OF WAY OF
OLD CONCORD ROAD; THENCE ALONG SAID RIGHT OF WAY OF OLD CONCORD ROAD AND WESTERN
PROPERTY LINE OF NORANDAL ON A CURVE TO THE LEFT HAVING A CHORD BEARING AND DISTANCE
OF Nil DEG,-06'-30" E 50.00 FEET, AN ARC DISTANCE OF 50,00 FEET, AND A RADIUS OF 1,472.42
FEET TO THE POINT OF BEGINNING; NEW PUMP STATION SITE CONTAINING 3,503 SQUARE FEET.
0,080 ACRES AS SHOWN ON A MAP (DRAWING NO. 0786EAS01) PREPARED BY PEIRSON AND
WHITMAN ARCHITECTS AND ENGINEERS, P.A. (RALEIGH, N,C.), DATED MARCH 11, 2002; REVISED
April 26, 2002 AND APRIL 30, 2002.
-21-
USIVUUFLA14\9010867 2

MAp 5/M PAR S/P U/fN L/!N C C PART INT
063 1 1 067 1 1 1 3
Rowan County Assessors Office
The instrument prepared by, First American - Atlanta, a licensed North
Carolina attorney. Delinquent taxes, if any, to be paid by the closing
attorney to the county tax collector
upon disbursement of closing proceedings.
Type: CONSOLIDATED REAL PROPERTY
Recorder Z:VMh tb?12 PM
Fee Arnt: $2,368.00 Page 1 of 7
Revenue Tax: $2,342.OD
Rowan, NC
J, E. Brindle Rogister of Deeds
BK 1275 PG 744
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise tax $ 2 r 3�?-00
Parcel Identifier No.
Mail after recording io
This Instrument Prepared By C. Patterson Cron, Esquire, Kirksey & Cron PLC, 5214 Maryland
Way, Suite 207, Brentwood, Tennessee 37027
Brief description for the index:
THIS DEED made this — day of August, 2016, by NORANDAL USA, INC., a
corporation organized and existing under the laws of the State of Delaware, having its principal
place of business at Five Corporate Centre, Suite 600, 801 Crescent Centre Drive, Franklin,
Tennessee 37027, duly authorized pursuant to an order issued by -the United States
Bankruptcy Court for the District of Delaware, a certified copy of which is attached hereto
(hereinafter referred to as "Grantor")
TO
GRANGES AMERICAS INC-, a corporation/limited liability company organized and existing
under the laws of the State of Delaware, having its principal place of business at
AA f!7?_.41JUjtJ
(hereinafter referred to as "Grantee"). T—
WITNESSETH, that the Grantor, for the sum of one hundred dollars ($100.00) and other
good and valuable consideration paid by the grantee, the receipt of which is hereby
acknowledged, has and by the presents does grant, bargain, sell and convey unto the Grantee,
its successors and assigns, in fee simple, all those certain lots or parcels of land situate in the
City of Salisbury, Rowan County, North Carolina:
Tract I:
Beginning at an Iron bolt in the eastern margin of the Pavement of the Old Concord Road, said iron bolt
being at the intersection of the eastern margin of the Pavement of the Old Concord Road with the
!submitted electronically by "First American - Atlanta"
iin compliance with North Carolina statutes governing recordable documents
land the terms of the submitter agreement with the Rowan County Register of Deeds.
Book: 1275 Page: 744 Page 1 of 7

EXECUTION COPY
Recorded §ectroni� ally
ID:
County:
Dole:
Time:
NORTH CAROLINA SPECIAL WARRANTY DEED
Excise tax $ 2 f 3Lt2.00
Parcel Identifier No. _
Mail after recording to
a -�? oo q-
This Instrument Prepared By C. Patterson Cron, Esquire, Kirksey & Cron PLC, 5214 Maryland
Way, Suite 207, Brentwood, Tennessee 37027
Brief description for the index:
THIS DEED made this of August, 2016, by NORANDAL USA, INC„ a
corporation organized and existing under the laws of the State of Delaware, having its principal
place of business at Five Corporate Centre, Suite 600, 801 Crescent Centre Drive, Franklin,
Tennessee 37027, duly authorized pursuant to an order issued by the United States
Bankruptcy Court for the District of Delaware, a certified copy of which is attached hereto
(hereinafter referred to as "Grantor")
TO
GRANGES AMERICAS INC., a corporation/limited liability company organized and existing
under the laws of the State of Delaware, having its principal place of business at
(hereinafter referred to as "Grantee"). i
WITNESSETH, that the Grantor, for the sum of one hundred dollars ($100.00) and other
good and valuable consideration paid by the grantee, the receipt of which is hereby
acknowledged, has and by the presents does grant, bargain, sell and convey unto the Grantee,
its successors and assigns, in fee simple, all those certain lots or parcels of land situate in the
City of Salisbury, Rowan County, North Carolina:
Tract I:
Beginning at an iron bolt in the eastern margin of the Pavement of the Old Concord Road, said iron bolt
being at the intersection of the eastern margin of the Pavement of the Old Concord Road with the

EXECUTION COPY
southern margin of an unnamed 25-foot street, as shown on the map of the property of E.A. and L.G.
Goodman made by J.D. Justice and dated October 7, 1939, and runs thence with the southern margin of
said 25-foot unnamed street and with Goodman's line South 76 degrees 42 minutes East 1887.6 feet to
an iron pipe, L.G. Goodman's corner in Annie Sue Gaddy's line; thence with the line of Gaddy, Barger,
Tresxler, Williams Dixon and Lesly, South 6 degrees 00 minutes West 1081.2 feet to.an iron pipe, a new
corner, (said iron pipe being North 6 degrees 00 minutes East 450.00 feet from a stone, corner of A.J.
Canup and D.L. Canup) and runs thence a new line North 73 degrees 12 minutes West 1937.5 feet to an
iron pipe in the eastern margin of the pavement of the Old Concord Road; thence partially with the
eastern margin of said Pavement North 20 degrees 35 minutes East 301.8 feet to an iron pipe; thence
partially with the eastern margin of said Pavement of the Old Concord Road North 4 degrees 25 minutes
East 432.15 feet to an iron pipe; thence partially with the eastern margin of the Pavement of the old
Concord Road North 1 degree 49 minutes West 236.5 feet to the beginning. Containing 43,44 acres and
being a part of the property conveyed to A.]. Canup by deed recorded in Deed Book 234, Page 166 in the
Office of the Register of Deeds of Rowan County, N.C.
Tract II:
Beginning at an iron pipe at the Southwest corner of the intersection of Cherry Street and an unnamed
25-foot street as shown on the map of the property of E.A. and L.G. Goodman made by J.D. Justice and
dated October 7, 1939, (said iron pipe being South 76 degrees 42 minutes East 884.0 feet from an iron
bolt at the intersection of the eastern margin of the Pavement of the Old Concord Road with the southern
margin of said 25-foot unnamed street) and runs thence with the western margin of Cherry Street and
with C.F. Morgan's line North 26 degrees 37 minutes East 779.0 feet to a spike in the Center of the
Carolina and northwestern railroad track and runs thence 10 lines with the center of said railroad track as
follows:
1. South 38 degrees 12 minutes East 13.95 feet;
2. South 38 degrees 24 minutes East 100 feet;
3. South 40 degrees 30 minutes East 100 feet;
4. South 43 degrees 32 minutes East 100 feet;
5. South 44 degrees 28 minutes East 100 feet;
6. South 46 degrees 33 minutes East 100 feet;
7. South 48 degrees 28 minutes East 100 feet;
8. South 50 degrees 32 minutes East 100 feet;
9. South 52 degrees 39 minutes East 100 feet;
10. South 54 degrees 01 minutes East 100 feet to a spike in the Center of the Carolina and
northwestern railroad track; thence with the line of Annie Sue Gaddy South 6 degrees 00 minutes West
301.2 feet to an iron pipe, A.J. Canup's comer; thence with the line of A.]. Canup North 76 degrees 42
minutes West 1003.6 feet to the point of beginning. Containing 10.67 acres and being all of the property
to the East of the western margin of Cherry Street as shown on the map of property of E.A. and L,G.
Goodman, said map being made by J. D. Justice and dated October 7, 1939.
The above -described property is subject to:
(1) Right of way of Carolina and Northwestern Railroad.
(2) Cherry Street as shown on map of property of E. A. and L. G. Goodman made by J. D.
Justice and dated October 7, 1939.
(3) Right of way of American Telephone and Telegraph Company along the eastern margin of
the above property.
Tract III:
Beginning at an iron pipe the southeast corner of Lot No. 6 in the West margin of Cherry Street; thence

EXECUTION COPY
North 73 degrees West 329 feet to the rear corner of Lot No. 5; thence with the rear lines of Lots Nos. 1,
2, 3, 4, and 5, North 1 degree West 661 feet, more or less, to the northeast corner of Lot No. 1; thence
along the old line South 89 degrees East 630 feet, more or less, to a point in the tract of the Southern
Railway (Carolina and Northwestern Railroad); thence a southeasterly direction with said railway 65 feet
to a spike in said railway, the Western margin of -Cherry Street; thence with the Western margin of
Cherry Street South 24 degrees 21 minutes West 770 feet to the point of beginning. Being lots Nos. 6, 7,
8, 9, 10 and 11 as shown on the map of E. A Goodman and L. G Goodman property by J. D. Justice,
October 7, 1939.
TOGETHER WITH all right, title and interest in and to a 25-foot street along the South margin of Lots
Nos. 5 and 6, and all right, title and interest in and to a street known and Cherry Street along the East
margin of Lots 6 through 11 as shown on the above plat.
THE ABOVE LANDS are also described as follows pursuant to a field survey dated September 18,
1989 and prepared by Deal's Land Surveying:
BEGINNING at an iron within the right of way of Old Concord Road (State Road 1002), said iron being
at the eastern edge of the pave portion of said road, and being the southwestern corner of Mark R.
Honeycutt; thence with the I line of Honeycutt and the proposed northern margin of Jake Alexander
Boulevard, South 88 degrees 18 minutes 29 seconds East 97.28 feet to an existing iron; thence
continuing with Honeycutt, North 78 degrees 49 minutes 05 seconds East a cord distance of 453.91 feet
to an existing iron; thence North 70 degrees 10 minutes 16 seconds East 3.32 feet to an iron; thence
North 00 degrees 12 minutes 13 seconds West 110.93 feet to an existing iron, a comer of Mrs. Ray M.
Cline; thence with Cline, North 01 degree 41 minutes 50 seconds West 111.33 feet to an existing iron,
corner of Paul A. Dallas; thence with Dallas, North 01 degree 00 minutes 13 seconds West 110.92 feet to
an existing iron, corner of Richard R. Ketchie; thence with Ketchie, North 01 degree 05 minutes 52
seconds West 141.38 feet to an existing iron in the line of General Electric Company; thence with General
Electric, North 88 degrees 40 minutes 12 seconds East 624.64 feet to an Iron in the centerline of the right
of way of Norfolk Southern Railway; thence with the centerline of said railway right of way, ten lines as
follows:
1. South 36 degrees 34 minutes 13 seconds East 79.28 feet to an iron;
2. South 38 degrees 05 minutes 19 seconds East 100.62 feet to an iron;
3. South 40 degrees 38 minutes 37 seconds East 100.99 feet to an iron;
4. South 42 degrees 33 minutes 37 seconds East 100.63 feet to an iron;
5. South 44 degrees 26 minutes 14 seconds East 100.52 feet to an iron;
6. South 46 degrees 29 minutes 03 seconds East 108.07 feet to an iron;
7. South 48 degrees 48 minutes 47 seconds East 101.87 feet to an iron;
8. South 50 degrees 53 minutes 46 seconds East 99.09 feet to an iron;
9. South 52 degrees 42 minutes 38 seconds East 98.22 feet to an iron;
10. South 54 degrees 07 minutes 14 seconds East 100.84 feet to an iron;
Thence traversing the southern portion of the railroad right of way and continuing with the line of Edward
L. Beaver, South 06 degrees 29 minutes 33 seconds West 118.78 feet to an axle, a comer of Edward L.
Beaver; thence with Beaver, South 06 degrees 00 minutes 34 seconds West 301.20 feet to an iron, a
corner of H.W. Arthurs;
Thence with H.W. Arthurs and Judith A. Arthurs, South 05 degrees 18 minutes and 51 seconds West
123.94 feet to an existing iron, a corner of Evelyn W. Williams; thence with Evelyn Williams and Tony R.
Davis, South 05 degrees 23 minutes 23 seconds West 248.63 feet to an existing iron, comer of J.R.
Weaver; thence with Weaver, South 07 degrees 15 minutes 11 seconds West 101.83 feet to an iron,
corner of Benjamin F. Lesley; thence with Lesley, South 06 degrees 21 minutes 05 seconds West 1937.82
feet to an existing iron pin in the edge of the paved portion of Old Concord Road, then within the right of

EXECUTION COPY
way of said road, three lines as follows:
1. North 20 degrees 35 minutes 00 seconds East 301.8 feet to an iron;
2. North 04 degrees 25 minutes 00 seconds East 432.15 feet to an iron; and
3. North 01 degree 49 minutes 00 seconds West 110.84 feet to the point of beginning,
containing 62.00 acres.
LESS AND EXCEPT that conveyance recorded in Deed Book 490, page 271, Rowan County Registry,
described as follows:
Beginning at an iron pipe in the southwest corner of Lot No. 5 in the East margin of Old Concord Road;
thence with the eastern margin of Old Concord Road South 1 deg. 56 min. ea,9T 149.11 feet to an iron
pipe, the North margin of a New Proposed Extension of Klumac Road; thence with the North margin of
said Proposed Extension of Klumac Road the following courses and distances:
South 88 deg. 33 min. East 78.9 feet to an iron; thence along a curve to the left whose radius is 1105.92
feet a curved distance of 345.26 feet to an iron pipe in the North margin of a 25 foot street at Its
intersection with said Proposed Extension of Klumac Road;
Thence North 76 deg. 42 min. West 435.8 feet to the point of beginning, as shown on map prepared for
Republic Foil, Inc. by Hudson and Almond August 5 and 6, 1964.
ALSO LESS AND EXCEPT that conveyance recorded in Deed Book 1043, page 36, said Registry:
Being all of that 7.391 acre tract as shown upon the map and survey for Norandal USA, Inc., as prepared
by Richard L. Shulenburger, RLS, dated February 28, 2005, and revised August 3, 2005, and recorded in
Book of Maps at Page 5263, in the Office of the Register of Deeds for Rowan County, North Carolina.
The above -described property is hereinafter restricted in that the property shall not be used for
residential purposes so long as there is located a manufacturing facility on the property retained by
Norandal USA, Inc., on the South side of Jake Alexander Blvd.
ALSO LESS AND EXCEPT that conveyance recorded in Deed Book 946, page 412, said Registry:
A new pump station site for public utility purposes over, under and across the lands of Norandal USA Inc.
(T.M.63 Parcel 7, D.B. 651 Pg. 89) described as follows:
Beginning at a new iron rebar being on the western property line of Norandal USA Inc (T.M. 63 Parcel 7,
D.B. 651 Pg. 89) on the eastern NCDOT right of way of Old Concord Road (SR - 1002) D.B. 744 Pg. 985,
said point of beginning being SO4 deg.- 09'-02" W 307.04 feet from an existing right of way monument
marking a point of curvature with a radius of 1,472.42 feet on said eastern NCDOT right of way of Old
Concord Road and western property line of Norandal USA Inc; thence from the point of beginning along a
new property line of a new pump station site for the following three (3) courses: (1) S78deg.-53'-30"E
70.21 feet to a new iron rebar; (2) 511 deg-06'-30" W 50.00 feet to a new iron rebar; and (3) N78deg. -
53'-30 W 70.21 feet to a new iron rebar on said eastern NCDOT right of way of Old Concord Road;
thence along said right of way of Old Concord Road and western property line of Norandal on a curve to
the left having a chord bearing and distance of N11 deg.-06'-30" E 50.00 feet, an arc distance of 50.00
feet, and a radius of 1,472.42 feet to the point of beginning; new pump station site containing 3,503
square feet. 0.080 acres as shown on a map (Drawing No. 0786EAS01)prepared by Peirson and Whitman
Architects and Engineers, P.A. (Raleigh, N.C.), dated March 11, 2002; revised April 26, 2002 and April 30,
2002.
ALSO LESS AND EXCEPT that conveyance recorded in Deed Book 774, page 985, said Registry: A Fee
Simple Deed for Right of Way between Norandal USA, Inc. and The Department of Transportation:

EXECUTION COPY
Tract I:
Beginning at a point lying on a southeastern right of way boundary of State Project 8.2631502, same is
lying 50 feet southeasterly from and normal to survey station 25 + 29.58, survey line L revised; thence
southwesterly along and with a southeastern right of way boundary of the project, all points being 50
feet southeasterly from and normal to survey line L revised, to a point lying 50 feet southerly from and
normal to survey station 24 + 29.16, survey line L revised; thence westerly in a straight line along and
with a southern right of way boundary of the project to the point of intersection with a northwestern
property line of Grantor(s), same lying 50 feet, southerly from and normal to survey line L revised;
thence northeasterly along and with a northwestern property line of the Grantor(s) to a northwestern
property corner of the Grantor(s); thence easterly along and with a northern property line of the
Grantor(s) to the point of intersection with a southeastern right of way boundary of the project, same
lying 50 feet southeasterly from and normal to survey line L revised; thence southwesterly in a straight
line along with a southeastern right of way boundary of the project to the point of beginning.
Track II;
Beginning at the point of intersection of northwestern property line of the Grantor(s) and an eastern right
of way boundary of State Project 8.2631502, same lying 40 feet easterly from and normal to survey line
Y-1 revised; thence southerly in a straight line along and with an eastern right of way boundary of the
project to a point lying 40 feet easterly from and normal to survey station 19 + 59.83, survey line Y-1
revised; thence southerly and southwesterly along and with an eastern and southeastern right of way
boundary of the project, all points being 40 feet easterly and southeasterly from and normal to survey
line Y-1 revised, to a point lying 40 feet southeasterly from and normal to survey station 25 + 00.28,
survey line Y-1 revised; thence southwesterly in a straight line along and with a southeastern right of way
boundary of the project to the point of intersection with a southwestern property line of the Grantor(s),
same lying 40 feet southeasterly from and normal to survey line Y-1; thence northwesterly along and
with a southwestern property line of the Grantor(s) to a southwestern property corner of the Grantor(s);
thence northerly along and with a western property line of the Grantor(s) to a northward property corner
of the Grantor(s); thence northerly along and with a northwestern property line of the Grantor(s) to the
point of beginning.
Tract III:
Beginning at the point of intersection of a western property line of the Grantors) and a northwestern
right of way boundary of State Project 8.2631502, same lying in a straight line between a point lying 50
feet northwesterly from and normal to survey station 28 + 29,58, survey line L revised, and a point lying
50 feet northwesterly from and normal to survey station 27 + 00. survey line L revised; thence
northeasterly in a straight line along and with a northwestern right of way boundary of the project to a
point lying 50 feet northwesterly from and normal to survey station 28 + 29.58, survey line L revised;
thence northeasterly in a straight line along and with a northwestern right of way boundary of the project
to a point lying 50 feet northwesterly from and normal to survey station 30 + 50, survey line L revised;
thence northeasterly in a straight line along and with a northwestern right of way boundary of the project
to a point lying 50 feet northwesterly from and normal to survey station 31 + 89.58, survey line L
revised; thence northeasterly and easterly along and with a northwestern and northern right of way
boundary of the project, all points being 50 feet northwesterly and northerly from and normal to survey
line L revised, to a point lying 50 feet northerly from and normal to survey station 33 + 87.96, survey line
L revised; thence easterly in a straight line along and with a northern right of way boundary of the
project to a point lying 50 feet northerly from and normal to survey station 35 + 50, survey line L
revised;.thence easterly in a straight line along and with a northern right of way boundary of the project
to a point lying 50 feet northerly from and normal to survey station 37 + 27.96, survey line L revised;
thence easterly in a straight line to the point of intersection with a northeastern property line of the
Grantor(s), same lying 50 feet northerly from and normal to survey line L revised; thence southeasterly

EXECUTION COPY
along and with a northeastern property line of the Grantor(s) to a southeastern property corner of the
Grantor(s), same lying on the existing northern right of way boundary as acquired under state Project
8.2737201; thence westerly and southwesterly along and with a southern and southeastern property line
of the Grantor(s), same being a northern and northwestern right of way boundary as required under
State Project 8.2737201, to a southwestern property comer of the Grantor(s), thence northerly along and
with a western property line of the Grantor(s) to the point of beginning.
BEING THE SAME PREMISES, less the exceptions described above, as conveyed to Norandal USA, Inc.
by deed dated December 11, 1989, from National Aluminum Corporation, as recorded in the Recorder of
Deeds Office of Rowan County, North Carolina, in Deed Boole Volume 651 at page 89.
TO HAVE AND TO HOLD the aforesaid lots or parcels of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
AND the Grantor covenants with the Grantee, its successors and assigns, that Grantor
has done nothing to impair such title as Grantor received, except as expressly noted
hereinabove, and Grantor will warrant and defend the title against the lawful claims of all
persons claiming by, under or through Grantor, except for the exceptions hereinafter stated_
Title to the property hereinabove described is subject to the hereinabove recited
exceptions.
IN WITNESS WHEREOF, the Grantor has hereunto caused this deed of special
warranty to be signed in its corporate name by its duly authorized officers and its seal to be
hereunto affixed by authority of its Board of Directors, the day and year first above written.
ATTEST:
Nam : -To • �-J�✓
Title:
USA, INC.
Name: ,-. e H m
Title:

EXECUTION COPY
STATE OF TENNESSEE
ss.
COUNTY OF WILLIAMSON
I CERTIFY THAT on this the 174) day of August, 2016, the following persons, personally
appeared before me, each acknowledging to me that he or she signed the foregoing document on behalf
of Norandal USA, Inc., a Delaware corporation, in the capacity indicated:
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
PLACE NOTARY SEAL INSIDE THIS BOX ONLY!
QP��,CCULLOV�.,
STATE
TE11Rl:f>�EE =�
vuetIC
Go
Notary ublic
1,�
(Printed Name of Notary Public)
My commission expires: Qj- d

Type: CONSOLIDATED REAL PROPERTY
MAP S/M I PAR 5/P JUJIN JLJIN I C/C I PART INT Fee Am (tg�ON ig 1 i PM
1063 007 3
Rowan County Assessor's office Revenue Tax: $0.00
Rowan, NC
J. E. Brindle Register of Deeds
BK 1275 PG 745
The instrument prepared by, First American - Atlanta, a licensed North
Carolina attorney. Delinquent taxes, if any, to be paid by the closing
attorney to the county tax collector
upon disbursement of closing proceedings.
NORTH CAROLINA QUITCLAIM DEED
Excise tax $ f? r� ��
Parcel Identifier No. M
Mail after recording to First American Title Insurance Company, Six Concourse Parkway, Suite
2000, Atlanta, Georgia 30328, Attention: Amy Risser.
This Instrument Prepared By C. Patterson Cron, Esquire, Kirksey & Cron PLC, 5214 Maryland
Way, Suite 207, Brentwood, Tennessee 37027
Brief description for the index:
THIS QUITCLAIM DEED made this` day of August, 2016, by NORANDAL USA, INC.,
a corporation organized and existing under the laws of the State of Delaware, having its
principal place of business at Five Corporate Centre, Suite 600, 801 Crescent Centre Drive,
Franklin, Tennessee 37027, (hereinafter referred to as "Grantor")
TO
GRANGES AMERICAS INC., a corporation organized and existing under the laws of the State
of Delaware, having its principal place of _ _ business at
(hereinafter referred to as "Grantee").
3 i-Q6 7
WITNESSETH, that the Grantor, for the sum of ten dollars ($10.00) and other good and
valuable consideration paid by the grantee, the receipt of which is hereby acknowledged, has
remised and released and by the presents does hereby remise, release and quitclaim into the
Grantee, its successors and assigns, all right, title, claim and interest of the said Grantor to all
that parcel of land being in the City of Salisbury, Rowan County, North Carolina, and more
particularly described according to a surrey by Fulton V. Clinkscales, Jr., PLS L-2614, of
Freeland-Clinkscales & Associates, Inc. of N. C., 201 Second Avenue East, Hendersonville, NC
28739, dated June 13, 2016, as follows:
Beginning at an existing NCDOT concrete monument at the intersection of the east line of the mitered
right-of-way of Old Concord Road — S.R. 1002 and the southern side of South Jake Alexander Blvd. in
submitted electronically by "First: American - Atlanta"
in compliance with Korth Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Rowan County Register of Deeds.
Book: 1275 Page: 745 Page 1 of 3

-- — — -- -- - -- - 7-7 —
EXECUTION COPY
Recorded f iectr *011iy
Coun ;
Data:
'fimo
NORTH CAROLINA QUITCLAIM DEED
Excise tax $ 0
Parcel Identifier No. 063 do4-
Mail after recording to First American Title Insurance Company, Six Concourse Parkway, Suite
2000, Atlanta, Georgia 30328, Attention: Amy Risser.
This Instrument Prepared By C. Patterson Cron, Esquire, Kirksey & Cron PLC, 5214 Maryland
Way, Suite 207, Brentwood, Tennessee 37027
Brief description for the index:
THIS QUITCLAIM DEED made this day of August, 2016, by NORANDAL USA, INC.,
a corporation organized and existing under the laws of the State of Delaware, having its
principal place of business at Five Corporate Centre, Suite 600, 801 Crescent Centre Drive,
Franklin, Tennessee 37027, (hereinafter referred to as "Grantor")
TO
GRANGES AMERICAS INC., a corporation organized and existing under the laws of the State
of Delaware, having its principal place of business at
fn 1 Q �'-C- G tom' ��iV --o— t' 1
6 FI� � n��<� 71
(hereinafter referred to as "Grantee"). ,3 --T(Zs T
WITNESSETH, that the Grantor, for the sum of ten dollars ($10.00) and other good and
valuable consideration paid by the grantee, the receipt of which is hereby acknowledged, has
remised and released and by the presents does hereby remise, release and quitclaim into the
Grantee, its successors and assigns, all right, title, claim and interest of the said Grantor to all
that parcel of land being in the City of Salisbury, Rowan County, North Carolina, and more
particularly described according to a survey by Fulton V. Clinkscales, Jr., PLS L-2614, of
Freeland-Clinkscales & Associates, Inc. of N. C., 201 Second Avenue East, Hendersonville, NC
28739, dated June 13, 2016, as follows:
Beginning at an existing NCDOT concrete monument at the intersection of the east line of the mitered
right-of-way of Old Concord Road — S.R. 1002 and the southern side of South lake Alexander Blvd. in

EXECUTION COPY
the City of Salisbury and running with the south margin of said South Jake Alexander Blvd. for eleven
(] 1) courses to -wit:
N83-17-14E for 171.93 feet to a calculated point; thence a non -radial curve to the left with a chord
bearing of N74-54-53E for 100.36 feet (R=848.83; L=100.42') to a point; thence N71-31-32E for 3 L20
feet to a NCDOT concrete monument; N65-27-54E for 225.18 feet to a point; thence N62-35-35E for
50.09 feet to a point in drive; thence N63-56-53E for 224.19 feet to a point; thence N70-20-34F for
137.08 feet to a point; thence a non -radial curve to the right with a chord bearing of N80-16-06E for
159.62 feet (R=798.83'; L=159.88') to a point; thence S88-22-44E for 179.69 feet to a point; thence S82-
21-25E for 174.53 feet to a point in railroad spur; thence S81-17-50E for 202.45 feet to a PK nail in a
railroad cross tie; thence leaving South .Take Alexander Blvd. and running with the centerline of CSX
Railroad for three (3) courses to -wit: S52-34-54E for 46.79 feet to a point; thence S54-23-46E for 98.22
feet to a point; thence S55-48-22E for 100.84 feet to a railroad spike found; thence leaving centerline of
CSX Railroad and running with various land owners for seven (7) courses to -wit:
S06-58-53W for 55.78 feet to an iron pin; thence SO4-18-47W for 283.38 feet to an iron pin; thence SO4-
15-23 W for 118.84 feet to a rebar; thence SO4-18-06W for 299.92 feet to an iron pin; thence SO4-25-49W
for 125.09 feet to a rebar; thence SO4-37-58W for 361.40 feet to an iron pin; thence S03-39-53W for
137.02 feet to an iron pin; thence turning and running with Olde Salisbury Subdivision N74-53-09W for
1897.94 feet to an iron pin on the eastern margin of Old Concord Road (SR 1002); thence with Old
Concord Road for two courses to -wit:
N 1442-3 5E for 120.62 feet to a NCDOT concrete monument; thence a non -radial curve to the left with a
chord bearing of N14-52-26E for 195.65 feet (R=1472.42; L=195.79') to a rebar; thence leaving Old
Concord Road and running three courses with City of Salisbury (Pump Station DB 946, pg 412) to -wit:
S80-34-56E for 70.21 feet to a rebar; thence N09-24-51E for 50.32 feet to a rebar; thence N80-35-03W
for 70.21 feet to a rebar on the eastern margin of Old Concord Road; thence with Old Concord Road for
two (2) courses to -wit:
a non -radial curve to the left with a chord bearing of NO3-04-18E for 327.55 feet (R=1472.42';
L=328.23') to a NCDOT concrete monument; thence N40-48-54E for 80.00 feet to a NCDOT concrete
monument which is the Point of Beginning.
Grantor acquired the property hereinabove described by deed dated December 11, 1989,
from National Aluminum Corporation, as recorded in the Recorder of Deeds Office of Rowan
County, North Carolina, in Deed Book Volume 651 at page 89_
TO HAVE AND TO HOLD the aforesaid tract or parcel of land and all privileges thereto
belonging to the said Grantee and its successors and assigns free and discharged from all right,
title, claim or interest of the said Grantor or anyone claiming by, through and under said Grantor.
Title to the property hereinabove described is subject to the following exceptions if any:
ANY AND ALL OF PUBLIC RECORD
IN TESTIMONY WHEREOF, the Grantor has hereunto caused this deed of special
warranty to be signed in its corporate name by its duly authorized officers and its seal to be
hereunto affixed by authority of its Board of Directors, the day and year first above written.

EXECUTION COPY
ATTEST: NO
4By:
Nam a
Title;
STATE OFTENNESSEE
Ss.
COUNTY OF WILLIAMSON
USA, INC.
Name: _� 1--r LeIIPl ,,
Title: E)! rQ C a/ --
I CERTIFY THAT on this the L2kday of August, 2016, the following persons, personally
appeared before me, each acknowledging to me that he or she signed the foregoing document
on behalf of Norandal USA, Inc., a Delaware corporation, in the capacity indicated:
i 10
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
PLACE NOTARY SEAL INSIDE THIS BOX ONLYI
,,1111.. i!!//
�. t,CCULLaV
Gy
T ssl `y
KQTAFY
VUstr
(� Notary Public
T"G. rr, ►�c� � 4� 110 �S �
(Printed Name of Notary Public)
My commission expires: d � a f')o QL-o

0,
�V
NCDENR
NCwrri CA. u,u tJ�F.. of
F,�RO mEN mo N�unI RrBo ncE4
Division of Energy, Mineral and Land Resources
Land Quality Section / Stormwater Permitting Program
National Pollutant Discharge Elimination System (NPDES)
PERMIT OWNER AFFILIATION DESIGNATION FORM
(Individual Legally Responsible for Permit)
FOR AGENCY USE ONLY
Date Received
Year
Monde
Day
if NO CHANGE in company or facility ownership or name has occurred.
If a Name Change and/or Ownership Transfer at the facility has prompted this change, do
NOT use this form. You must fill out the Name -Ownership Change Form and provide all
necessary supporting documentation instead.
1) Enter the perjuit number for whildi this change un Legally Responsible Individual ("Owncr
Affiliation") applies:
Individual Permit
N I C I S
2) Facility Information:
Facility name:
Company/Owner Organization:
Facility address:
(or) Certificate of Coverage
"N I P: I G'j 6 13io1�
Address
( -'-
City State Zip
To find the current legally responsible person associated with your permit, go to this website:
ii_t_tpa/portal.ncdent•.orp,/web/Ir/sw-perniit-contacts and run the Permit Contact Summary Report.
3) OLD OWNER AFFILIATION that should be removed:
PrvviOLIS legaiiy responsible ir5dividuaL Nbs f __
First M1 L bast
4) NEW OWNER AFFILIATION (Legally responsible for the permit):
Person legally responsible for this pert -nit:
RECEIVED
JUL 28 2014
DENR-LAND QUALITY
STORMWATER PERMITTING
S,� C . _- Va A6
First MI Last
"title
Mailing Address
IaLlluv" dg1 -5-
City — State zip
a e unc . cows.
Telephone E-mail Address
Far NUinher
SM-OWNERAFFIL-22May2014
Page I of 2

P)
NPDESStormwater Permit OWNER AFFILATION DESIGNATION Form
(if no Facility Name/Ownership Change)
5) Reason for this change:
A result of:
If other please explain:
What does "legally responsible person" mean?
r1'hat person is either:
® Employee or management change
❑ Inappropriate or incorrect designation before
❑ Other
• the responsible corporate officer (For a coiporation.)
• the principle executive officer or ranking elected official (for a municipality,
State, Federal, or other public agency);
• the general partner or proprietor (for a partnership or sole proprietorship);
• or the duly authorized representative of that person above.
The certification below must be completed and signed by the permit
holder.
PERMITTEE CERTIFICATION:
I,����e _� _� attest that this application for this change in Owner Affiliation
(person legally responsible for the permit) has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this form are not completed, this change may not be
processed.
Signature ate
PLEASE SEND THE COMPLETED FORM TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
For more information or staff contacts, please visit our website:
http://portal.ncdenr.org/sveb/lr/stormwater
Page 2 of 2
SW U-0W NERAFF1L-22May201 a

Georgoulias, Bethan
From: Evans, Anne (NORANDAL) <[e-mail]>
Sent: Friday, July 25, 2014 T49 AM
To: Georgoulias, Bethany
Subject: RE: Copy of NCG030127
r
Attachments: POC_Change_NC-DENR_Stormwater_24-Jul-14.pdf
-
p
Bethany,
You'll receive the hardcopy via Certified in the next few days.
Thank you,
Anne Evans
Noranda (NYSE: NOR)
EH&S Salisbury Plant
Office: 704.637.4546
norandi Cell: 757.778,5252
email: cam
From: Georgoulias, Bethany(mailto:[e-mail]]
Sent: Thursday, July 24, 2014 9:36 PM
To: Evans, Anne (NORANDAL)
Subject: RE: Copy of NCG030127
MI Anne,
Yes, you can send the completed version of the form to me. If you email me a copy, please be sure to mail us a hard
copy with original signature so we have that record for the permit tile.
Thanks,
Bethany
Bethany Georgoulias, Environmental Engineer
NCDEiNR / DEMLR / Stormwater Permitting Program
1612 Mail Service Center, Raleigh, NC 27699-1612
512 N. Salisbury Street, Raleigh, NC 27604
919 / 807-6372 (phone); 919 / 807-6494 (fax)
Website: litt of ortal.iicdeni or * web/lr/stoniiwa er
L%mad correspondence to <nu{Irow this trddress rmrn be srvhiec! 10 iho Nonh Carobua Nnh(rc Reeordv iatr and miry be di chaed , o Third ixirlies.
From: Evans, Anne (NORANDAL) [[e-mail]]
Sent: Thursday, July 24, 2014 3:41 PM
To: Georgoulias, Bethany
Subject: RE. Copy of NCG030127
Bethany,
That is perfect! I was worried that somehow my responses on the old form would be taken the wrong way. Can 1 send
the completed version of what you just sent me in?

Hi Anne,
Here Is the copy of the 2012 renewal cover letter and COC that we sent to Norandal. If you need a copy of the current
NCsa03 General Permit, it's up on our website here: httpl_Iport�l.ncdenr.brg/webZlr(npdes-stormwater (General Permits
tab).
Also, you may want to review the contacts we have associated with your permit to make sure they are up to date. lust
run the contact summary report here: http::/Zgortal.ncdenr.or /web r-Lsw-permit-contacts
Let me know if there should be any changes.
Regards,
Bethany
Belhulry Georg{luthic, Environmenitil F_irgineei-
NCDE`NR l Division of' l�nergy, Mineral, and Land Resources
Storrnwater Permitting, Program
1612 Mail Service Center, Ruleigh. NC 27699-1612
512 N. Salisbury Street, Raleigh, NC 27604
919 / 807-6372 (phone); 919 / 807-6494 (fax)
Website: littp:Hr)oilal,iicdenr.orV, web/ir/stornrwater
!;-nusil eorrespnrideace 11) uu.l ji an this address may he snl?feel !u the ;+'or1h f, avolioia hiblk- Records lint rmd neup be: dlsc:lowl let rhil'rlpurlivs.
This communication, along with any documents, files or attachments, is intended only for the use of the
addressee and may contain legally privileged and confidential information. If you are not the intended recipient,
you are hereby notified that any dissemination, distribution or copying of any information contained in or
attached to this communication is strictly prohibited. if you have received this message in error, please notify
the sender immediately and destroy the original communication and its attachments without reading, printing or
saving in any manner. This communication does not form any contractual obligation on behalf of the sender or,
the sender's employer, or the employer's parent company, affiliates or subsidiaries.
"Phis communication, along with any documents, files or attachments, is intended only for the use of the
addressee and may contain legally privileged and confidential information. If you are not the intended recipient,
you are hereby notified that any dissemination, distribution or copying of any information contained in or
attached to this communication is strictly prohibited. If you have received this message in error, please notify
the sender immediately and destroy the original communication and its attachments without reading, printing or
saving in any manner. This eommunication does not form any contractual obligation on behalf of the sender or,
the sender's employer, or the employer's parent company, affiliates or subsidiaries.
This communication, along with any documents, files or attachments, is intended only for the use of the
addressee and may contain legally privileged and confidential information. If you are not the intended recipient,
you are hereby notified that any dissemination, distribution or copying of any information contained in or
attached to this communication is strictly prohibited. If you have received this message in error, please notify
the sender immediately and destroy the original communication and its attachments without reading, printing or
saving in any manner. This communication does not form any contractual obligation on behalf of the sender or,
the sender's employer, or the employer's parent company, affiliates or subsidiaries.

WA Division of Energy, Mineral and Land Resources
' °11C a Land Quality Section 1 Stormwater Permitting Program
NC®ENR National Pollutant Discharge Elimination System (NPDES)
PERMIT OWNER AFFILIATION DESIGNATION FORM
(Individual Legally Responsible for Permit)
FOR AGENCY US H ONLY
Date Received
Year
I Montle
i}a
if NO CHANGE in company or facility ownership or name has occurred.
If a Name Change and/or Ownership Transfer at the facility has prompted this change, do
NOT use this form. You must fill out the Name -Ownership Change Form and provide all
necessary supporting documentation instead.
I) Enter the permit number for which this change in Legally Responsible Individual ("Owner
Affiliation") applies:
Individual Permit
N C 'S
Z) Facility Information:
Facility name:
Company/Owner Organization:
Facility address:
(or) Certificate of Coverage
N `�', O Il
1 - n
city S tate Zip
To find the current legally responsible person associated with your permit, go to this website:
httpalportal.ncdenr.orglweb/lr/SW-permit-contacts and run the Permit Contact Summary Report.
3) OLD OWNER AFFILIATION that should be removed:
Previous legally responsible individual: 4111�„c.� VA,)Le
First M] Last
4) NEW OWNER AFFILIATION (Legally responsible for the permit):
Person legally responsible for this permit
First MI Lust
Title
Mailing Address
►, ,�"V14145
City State' Zip
Telephone E-mail Address
ofbJ )1_-1.,4sxz
Fax Number
Page 1 of 2
SWU-OWNERAFFIL-22May2014

Alm
A'FnA
HCDE ®dR
North Carolina Department of Environment and Natural Resources
Pat McCrory John E. Skvar€a, III
Governor Secretary
October 2, 2014
Noranda USA
Attention: Ms. Anne Evans, EH & S Specialist
1700 Jake Alexander Blvd
Salisbury, NC 28146
Subject: Notification of Benchmark Values for Zinc/Copper
General Permit NCG03000, Certificate of Coverage NCG030127
1700 Jake Alexander Blvd
Salisbury, NC
Cabarrus County
Dear Ms. Evans:
Thank you for the information regarding Zinc/Copper exceeding the benchmark value at your facility.
Please note that if you have completed tier one and two per the permit requirements and you have
maintained the tier responses in the Stormwater Pollution Prevention Plan (SWPPP) and you have
exceeded the benchmark in two consecutive months which added to four (4) consecutive sampling
events above the bench mark values, you can submit a letter to this office requesting a site evaluation.
A site evaluation will be performed and if it is determined that you have exhausted all the possibilities
to be in compliance with the benchmark and exceeding the bench mark values are beyond your control,
than your facility might be considered for the requirements mentioned in Tier three.
1f you have any questions or need further information, please contact Samar Bou-Ghazale at (704) 235-
2199, or at [e-mail]
Sincerely,
RECEIVED
OCr 0 7 z�1�
"'6�-NR-LAND QUALITY
Zahid S. Khan, CPM, CPESC, CPSWQ STORMWATER PERMITTING
Regional Engineer
'Cc; Bradley Bennett Sta arrnw ter Permitting; P-rog"ram; Certificate'of Coverage.NGG030127
Division of Energy, Mineral, and Land Resources
Energy Section - Geological Survey Section - Land Quality Section
1612 Mail Service Center, Raleigh, North Carolina 27699-1612 - 919-707-92001 FAX: [phone]
512 North Salisbury Street, Raleigh, North Carolina 27604 • Internet: httpalportal.ncdenr.orrgg/web/ir/
An Equal Opportunity I Affirmative Action Employer — 50% Recycled 110% Post Consumer Paper

NCDENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
Norandal USA Inc
PO Box 1388
Salisbury, NC 28145
Dear Permittee:
Division of Water Quality
Charles Wakild, P. E.
Director
December 4, 2012
Dee Freeman
Secretary
Subject: NPDES Stormwater Permit Coverage Renewal
Norandal USA Incorporated
COC Number NCG030127
Rowan County
In response to your renewal application for continued coverage under stormwater General Permit NCG030000
the Division of Water Quality (DWQ) is forwarding herewith the reissued General Permit. This permit is
reissued pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of
Agreement between the state of North Carolina and the U.S. Environmental Protection Agency, dated October
15, 2007 (or as subsequently amended).
The following information is included with your permit package:
• A new Certificate of Coverage (COC)
• A copy of General Permit NCG030000
• A copy of the Technical Bulletin for the General Permit
• Two copies of the Discharge Monitoring Report (DMR) Form
• Two copies of the Qualitative Monitoring Report Form
The General Permit authorizes discharges of stormwater, and it specifies your obligations for discharge
controls, management, monitoring, and record keeping. Please review the new permit to familiarize yourself
with all the changes in the reissued permit. Your facility has six (6) months from the time of receipt of the
permit to update your current SPPP to reflect all new permit requirements.
The first sample period of your permit begins January 1, 2013. Your facility must sample a "measureable
storm event" beginning during the periods beginning January 1 and July 1 of every year (or, if applicable,
report "No Flow," as outlined in Part III, Section E). Also, please note that Tier 3 Actions in Part II of your
permit are triggered by benchmark exceedances on four occasions beginning on the effective date of this
permit and do not count prior exceedances.
The more significant changes in the General Permit since your last COC was issued are noted either in the
Draft Permit Fact Sheet that accompanied the public notice (http://portal.ncdenr.orgZweblwq/ws/su/current-
notices), or in the Response to Comments / Summary of Changes and Technical Bulletin documents that are
posted on the Stormwater Permitting Unit's website with the new General Permit. Please visit
http://portal.ncdenr.org/webZwq/ws/su/npdessw (click on 'General Permits' tab) to review that information
for your specific General Permit carefully.
1617 Mail Service Center, Ralegh, North Carolina 27699-1617
Location: 512 N. Salisbury St, Raleigh, North Carolina 27604
Phone:[phone]FAX 91HOI-6492
Internet: www.ncwaterQuality.org
An Equal Opportun4y 1 Xitrmative Action Employer
One
NorthCarolina
,latuma!!rf

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG030000
CERTIFICATE OF COVERAGE No. NCG030127
STORM WATER
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Norandal USA Inc
is hereby authorized to discharge stormwater from a Facility located at:
Norandal USA Incorporated
1709 Jake Alexander Boule
Salisbury
Rowan County
to receiving waters designated as Crane Creek, a class C waterbody in the Yadkin River Basin in
accordance with the effluent limitations, monitoring requirements, and other conditions set
forth in Parts I, 11, 111, and IV of General Permit No. NCG030000 as attached.
This certificate of coverage shall become effective December 4, 2012.
This Certificate of Coverage shall remain in effect For the duration of the General Permit.
Signed this 4th day of December, 2012.
/'<i� �' y fir'-�: '
for Charles Wakild, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
i. CURRENT PERMIT INFORMATION
1. Stormwater Management Permit Number: NCG030127
2. Project Name: Nomandal USA, Inc.
3. Current Permit Holder's Company Name/Organization: Norandal USA, Inc. _
4. Signing Official's Name: Jason Joyner Title: _Site Manager
5. Mailing Address: 1709 Jake Alexander Blvd. S.
City: Salisbu State: NC Zip: 28146
6. Phone:( 704 637-4514 Fax: ( 704 }
637-4582
III. PROPOSED PERMITTEE 1 OWNER l PROJECT 1 ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
® Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address I phone number change. (Please complete Item 4 below)
❑ Other (please explain):
t1. Proposed permittee's company namelorganization 7C7rknges.Americas.Inc.
2. Proposed permittee's signing official's name:
1
3. Proposed permittee's title:
4. Mailing Address: `1709_Jake•Alexand BlBlvd.
City i—Salisb=� State: GNC--7," zip r28,I45----7
Phone: (704 } 633-6020 Fax: (��
5. New Project Name to be placed on permit: GrAnges Americas Inc. _ ^
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
❑ Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
® Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will be
granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4)
SSW NIO Change Rev24Sept2012 Page 1 of 4

Ili. , REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designers certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. if this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing his/herlits name, the project name, or mailing
address, but will retain the permit. 1, _ ,the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge: I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
® Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
i, Jason Joyner the current permittee, am submitting this application
for a tran er o ownership for permit # NCG=127 I hereby notify DWQ of the sale or
other legal transfer of -the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as -built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required arts of this application are not completed or if all
required supporting information and attachments listed above are not Included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Se I nd V of this form. I understand that this transfer of
ownership cannot be approv Q unless and until the facility is in compliance with the
permit.
Signature:
day of
forgoing instrument.'
Date: 8- Lq - /4_
a Notary Public for the State of
County of ` 1)0,W Q n , do hereby certify that
personally appeared before me this the
20J (V, and acknowjnag"e due execution of the
and official seal,
try 019naiure
My Commission eqk=�L�LZ 10.4 aOl
SSW N/O Change Rev24Sept2012 Page 2 of 4
x' 4 ry Seal)

V. PROPOSED PERfrifiITTEE CERTIFICATION: (This section must be oorrWieted by the
Proposed Perrrdtee for all transfers of ownership)
I. Nielm Nelson , hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, If applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
®the most recent permit
the designer's certification for each BMP
❑ any recorded deed restrictions, covenants, or easements
❑ the DWO approved plans and/or approved as -built plans
❑ the approved operation and maintenance agreement
8 past maintenance records from the previous permittee (where required)
DWO stormwater inspection report showing compliance within 90 days prior to this tra;Wer
I have reviewed the permit, approved plans and other doaurnents listed above, and I will comply with
the terns and conditions of the permit and approved plains. I admowtedge and agree that I will
operate and maintain the system pursuant to the requirements listed In the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change Is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not comp! led or 0 all required supporting Information and attachments fisted
above are not includ this i anon package will be returned as Incomplete.
1171
i
Signature: _ Date: � u5 v z fi 22, 20 i l;
i, JWU t, S r• - , a Notary Public for the State of
-I tZ County of Cc r-o 1 I _ , do hereby cwdty that
(,5 N So rn personally appeared before me this the
O_ day of A t,c.Q AA+ , 2o-le, and ackn! execution of the
fargoi 41ntrumern. Wi hand and ofticfal seal, �:�� .•'• �rUp' RFti';
ature
r' �( ! ��.
,C
COU
Additional copres of the original permit and the approved Operation and MBarrCe agreement can
be obtained hnm the appropriate Regional Offdce of the Dlvlston of Water Quality.
This completed far, including all suuppporting documents and ng fee (if rsgnrired), should be
sent ro the ap to Regional Office of lire North Carolina rtYrrent of nvironment and Natural
Resources, Diof Water Quality, as shown on the atta map.
Please note that If the Proposed Pbnmittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both ft ► mm / developer and the pn"*
owner willappear on a permit as permittees.
SSW N/O Change Rev24Sept2o12 Pape 3 of 4

BEAGLE ACQUISITION CORP.
ACTION TAKEN BY UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
IN LIEU OF AN ORGANIZATIONAL MEETING
Acting by unanimous written consent pursuant to applicable provisions of Delaware
law, the undersigned, being all of the members of the Board of Directors of Beagle
Acquisition Corp., a Delaware corporation (the "Corporation'), waive notice of the time,
place and purpose of a meeting and consent to and adopt the following resolutions as the
action of the Board of Directors in lieu of an organizational meeting and direct that this
written consent be delivered to the Corporation for filing with the minutes of proceedings
of the Board of Directors of the Corporation.
1.
CERTIFICATE OF INCORPORATION
RESOLVED, that the Certificate of Incorporation of the Corporation, filed with the
Secretary of State of Delaware on May 6, 2016, is approved and accepted, and the Secretary
of the Corporation is directed to place a certified copy thereof in the Corporation's minute
book.
2.
ACTIONS BY INCORPORATOR
RESOLVED, that all actions taken by the Incorporator are in all respects approved,
ratified and confirmed.
3.
INDEMNIFICATION OF INCORPORATOR
RESOLVED, that the Corporation shall indemnify and hold harmless, to the fullest
extent permitted by law, the Incorporator of the Corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred as a result of any action, suit or proceeding arising out of or in connection with
the organization of the Corporation.
4.
BYLAWS
RESOLVED, that proposed Bylaws for the regulation and management of the
affairs of the Corporation as attached hereto as Exhibit A are approved and adopted as the
Bylaws of the Corporation, and the Secretary of the Corporation is directed to note the date
of adoption of the Bylaws and to insert them in the Corporation's minute book.

ALSTON&BII3D,.,,
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
404-881-7000
Fax:[phone]
www.alston.com
BrittanyC. Raway Direct Dial: 404-881-7674
August 22, 2016
VIA OVERNIGHT DELIVERY
Email: brittany.raway®alston.com
North Carolina Department of Environment and Natural Resources
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
Re: Stormwater Management Permit COC No. NCG030127
Dear Sir or Madam:
Enclosed please find the Ownership Change Form for the above -referenced
permit, along with the Sale Order approving the sale of these assets and the
documentation showing that the signatory for the proposed permittee (Niclas Nelson) is
authorized to act on behalf of Granges Americas Inc. Please feel free to reach out to me
or the permit contact for Granges Americas Inc. with any questions or concerns.
Sincerely,
""' - C•
Brittany C. way
Enclosures
LFGAL02/36612055v I
oil
Atlanta • Beijing + Brussels • Charlotte • Dallas • Los Angeles • New York • Research "triangle • Silicon Valley • Washington, D.C.

5.
REGISTERED AGENT
RESOLVED, that The Corporation Trust Company, as the registered agent of the
Corporation in charge of the registered office in the State of Delaware and of the books
required by law to be kept in that office, and as agent upon whom process may be served,
shall act under the direction and supervision of counsel for the Corporation in all matters
arising out of and pertaining to such agency, including the forwarding of process served,
official notices and communications, and all service bulletins covering report and tax
requirements.
6.
OFFICERS
RESOLVED, that the following persons are elected to the offices set forth opposite
their names, to serve in such capacities until their successors are elected and qualified or
until their earlier death, resignation or removal:
Name Office
Johan Menckel President
Oskar Hellstrdm Vice President
Niclas Neison Secretary and Treasurer
RESOLVED, that the Board of Directors authorizes and empowers the President of
the Corporation to hire and employ, or to authorize other officers of the Corporation to hire
and employ, such other assistants of the Corporation, agents and employees.for such duties .
and on such terms and conditions as the President may deem necessary or desirable.
7.,
CORPORATE BOOKS AND RECORDS
RESOLVED, that the Secretary of the Corporation is authorized to procure all
corporate books, books of account and share certificate books required by the statutes of
the State of Delaware or necessary or appropriate in connection with the business of the
Corporation.
S.
ORGANIZATIONAL EXPENSES
RESOLVED, that the President, the Treasurer or any Vice President of the
Corporation is authorized to pay all charges and expenses incident to or arising out of the
organization of the Corporation and to reimburse any person who has made any
disbursements therefor.

9.
FORM OF STOCK CERTIFICATE
RESOLVED, that the form of certificate for the Common Stock of the Corporation
.as attached hereto as Exhibit B is adopted as the certificate to represent fully paid and non.
assessable shares of the Common Stock of the Corporation.
10.
INITIAL ISSUANCE OF STOCK
RESOLVED, that the Board of Directors authorizes and approves the offer and sale
of one hundred (100) shares of the Corporation's Common Stock to Granges AB (publ), a
Swedish public limited company, for $0.01 per share, and determines that the consideration
to be received for the shares is adequate.
RESOLVED, that any officer of the Corporation is authorized and directed to
execute, deliver and accept a stock subscription agreement with respect to the stock
purchase.
RESOLVED, that upon receipt of the consideration for the shares by the
Corporation, the shares shall be validly issued, fully paid and non -assessable.
RESOLVED, that the Board of Directors authorizes and directs the officers of the
Corporation to execute and deliver to the subscriber a certificate for the number of shares
purchased upon receipt of the payment for the shares.
11.
CORPORATE DOCUMENTS, INSTRUMENTS AND WRITINGS
RESOLVED, that the officers of the Corporation (whether now in office or
hereafter elected to office) are authorized to execute, deliver and perform on behalf of the
Corporation all agreements, deeds, contracts, covenants, proxies, securities, checks, drafts,
bills of exchange, notes, acceptances, endorsements, evidences of indebtedness, and other
documents, instruments or writings of any nature whatsoever entered into in, or arising out
of, the ordinary course of the Corporation's business.
12.
CORPORATE BANK ACCOUNTS
RESOLVED, that the President, the Treasurer or any Vice President of the
Corporation is authorized and directed, in the name and on behalf of the Corporation, to
take any and all action that such officer may deem necessary or advisable in order to
establish bank accounts for the efficient conduct of the business of the Corporation, and
the Board of Directors adopts the form of any and all resolutions required by any such
banks to be adopted in connection with the opening of any such accounts if (a) in the
opinion of the President, the Treasurer or any Vice President of the Corporation, the

adoption of such resolution or resolutions is necessary or advisable, and (b) the Secretary
or any Assistant Secretary of the Corporation evidences adoption by filing with this written
consent copies of such resolutions which shall thereupon be deemed to be adopted by the
Board of Directors and incorporated as a part of this resolution.
13.
FISCAL YEAR
RESOLVED, that the fiscal year of the Corporation initially shall be the year
ending December 3 l; provided, however, that the Board of Directors may change the fiscal
year at any time.
14,
ENDORSEMENTS AND EXECUTION OF CERTAIN DOCUMENTS
RESOLVED, that each of the officers of the Corporation is authorized and
empowered for and on behalf of the Corporation to endorse its name on any certificate or
certificates of stock in, or bonds of, any corporation or any certificate of deposit or other
security, owned by or issued to or standing in the name of the Corporation, and to sign in
the name of the Corporation, and to deliver any instrument assigning or transferring any
stock, bond or other security or evidence of indebtedness or any interest therein or part
thereof owned by or issued to or standing in the name of the Corporation, and such
endorsement or signature shall constitute a valid endorsement or execution of such
certificates, bonds, securities or instruments for all purposes.
15.
GENERAL OFFICER AUTHORIZATION
RESOLVED, that the officers of the Corporation are authorized and directed, in the
name and on behalf of the Corporation, to make all arrangements, to do and perform all
such acts and things, to execute, file and deliver all documents, instruments and other
papers and to take any and al l other action as they shall, in their judgment, deem necessary,
proper or advisable to carry into effect the purpose and intent of the foregoing resolutions.
(Signatures on following page]

IN WITNESS WHEREOF, the undersigned consent to the actions described in this written
consent to be effective as of the 31 st day of May, 2016.
Johan Menckel
[Signature Page to Beagle Acquisition Corp. Organizational Resolutlons]

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG030000
CERTII+ICATE OF COVERAGE No. NCG030127
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1. other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
NORANDAL USA INC
is hereby authorized to discharge stormwater from a facility located at
NORANDAL USA INCORPORATED
1709 JAKE ALEXANDER BOULE
SALISBURY
;z��i 410111 M
to receiving waters designated as a UT to Crane Creek and Town Creek, a class C stream, in the Yadkin - Pee Dee
River Basin in accordance with the effluent limitations, monitoring requirements. and other conditions set forth in
Parts I, 11, 111, IV, V, and VI of General Permit No. NCG030000 as attached.
This certificate of coverage shall become effective September I, 2002.
'this Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day August 23, 2002.
for Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E., Director
Division of Water Quality
August 23, 2002
BART DEMARAY
NORANDAI_ USA INCORPORATED
PO BOX 1388
SALISBURY. NC 28145
Subject: NPDES Stormwater Permit Renewal
NORANDAL USA INCORPORATED
COC Number NCG030127
Rowan County
Dear Permittee:
In response to your renewal application for continued coverage under general permit NCG030000, the Division of
Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. This permit is reissued
pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of Agreement
between the state of North Carolina and the U.S. Environmental Protection Agency, dated December 6, 1983.
The following information is included with your permit package:
* A new Certificate of Coverage
* A copy of General Stormwater Permit NCG030000
* A copy of the Analytical Monitoring Form (DMR)
* A copy of a Technical Bulletin for the general permit
Your coverage under this general permit is not transferable except after notice to DWQ. The Division may require
modification or revocation and reissuance of the Certificate of Coverage. This permit does not affect the legal
requirements to obtain other permits which may be required by DENR or relieve the permittee from responsibility
for compliance with any other applicable federal, state, or local law, rule, standard, ordinance, order, judgment, or
decree.
If you have any questions regarding this permit package please contact Bill Mills of the Central Office Stormwater
and General Permits Unit at (919) 733-508 3, ext. 548
Sincerely,
Bradley Bennett, Supervisor
Stormwater and General Permits Unit
cc: Central Files
Stormwater & General Permits Unit Files
Mooresville Regional Office
TA
NCDENR
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone] Customer Service
1- 800-623-7748

W A TFqp
Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
W G SMITH
NORANDAL USA INCORPORATED
PO BOX 1388
SALISBURY, NC 28145
Dear Permiticc:
Gregory J. Thorpe, Ph.D.
Acting Director
Division of Water Quality
December 27, 2001
Subject: NPDES Stormwaler Permit Renewal
NORANDAL USA INCORPORATED
COC Number NCG030127
Rowan County
Your facility is currently covered for stormwater discharge under General Permit NCG030000. This permit expires
on August 31, 2002. The Division staff is currently in the process of rewriting this permit and is scheduled to have
the permit reissued by late summer ol'2002. Once the permit is reissued, your facility would be eligible for
continued coverage under the reissued permit.
In order to assure your continued coverage under the general permit, you must apply to the Division of Water
Quality (DWQ) for renewal of your permit coverage. To make this renewal process easier, we are informing you in
advance that your permit will be expiring. Enclosed you will find a General Permit Coverage Renewal
Application Form. The application must he completed and returned by March 4, 2002 in order to assure continued
coverage under the general permit.
Failure to request renewal within this time period may result in a civil assessment of at least $250.00. Larger
penalties may he assessed depending on the delinquency of the request. Discharge of stormwater from your facility
without coverage under a valid stormwater NPDES permit would constitute a violation of NCGS 143-215. l and
could result in assessments of civil penalties of up to $10,000 per day.
Please note that recent federal legislation has extended the "no exposure exclusion" to all operators of industrial
facilities in any of the I I categories of "storm water discharges associated with industrial activity," (except
construction activities). Il'you feel your facility can certify a condition of "no exposure", i.e. the facilly industrial
materials and operations are not exposed to stormwater, you can apply for the no exposure exclusion. For additional
information contact the Central Office Stormwater Staff member listed below or check the Stormwaler & General
Permits Unit Web Site at http://h2o.err.state.nc.uslsu/storniwater.Iitml
If the subject stormwater discharge to waters of the state has been terminated, please complete the enclosed
Rescission Request Form. Mailing instructions are listed on the hottoan of the form. You will he notified when the
rescission process has been Completed.
If you have any questions regarding the permit renewal procedures plcasc contact Mike Parker of the Mooresville
Regional Office at 704-663-1699 or Bill Mills of the Central Office Stormwater Unit at [phone], ext. 548
Sincerely,
Bradley Bennett, Supervisor
Stormwater and General Permits Unit
CC! Central Files
Mooresville Re-ional Office
A��
NCRENR
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone] Customer Service
1-800-623-7748

State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Water Quality • •
James B. Hunt, Jr., Governor
Wayne McDevitt, Secretary [D E
A. Preston Howard, Jr., P.E., Director
September 24, 1997
W.G. SMITH
NORANDAL USA INC
PO BOX 1388
SALISBURY, NC 28145
Subject: Reissued Stormwater General Permit for Certificate of Coverage No. NCG030127
Rowan County
Dear Permittee:
In response to your renewal application for continued coverage under the subject permit, the Division
of Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. This permit
is reissued pursuant to the requirements of North Carolina General Statute 143-215 .1 and the
Memorandum of Agreement between North Carolina and the US Environmental Protection agency
dated December 6, 1983.
The following information is included with your permit package:
■ A copy of the stormwater general permit.
■ A Stormwater Pollution Prevention Plan Certification Form. This form certifies that you have
developed and implemented the Stormwater Pollution Prevention Plan (SPPP) required in your
permit. This form must be completed and returned to the Division within 30 days. of receipt of
this letter. DO NOT send the SPPP with the signed form.
■ Five copies of Analytical Monitoring forms.
■ Five copies of Qualitative Monitoring forms.
■ A copy of a Technical Bulletin on the stormwater program with outlines program components
and addresses frequently asked questions.
■ A corrected Certificate of Coverage if you indicated a name or address change on the Renewal
Form returned to the Division.
Your certificate of coverage is not transferable except after notice to DWQ. The Division of Water
Quality may require modification or revocation and reissuance of the certificate of coverage.
This permit does not affect the legal requirements to obtain other permits which may be required by
DWQ or permits required by the Division of Land Resources, Division of Air Quality, Coastal Area
Management Act or any other Federal or Local governmental permits that may be required.
If you have any questions concerning this permit or other attached documents, please contact the
Stormwater Group at telephone number [phone]
Sincerely,
fo A. Preston Howard, Jr., P. E.
P.O. Box 29535, Raleigh, North Carolina 27626-0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

.l
3•
State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Environmental Management
James B. Hunt, Jr., Governor
Jonathan B. Howes, Secretary
A. Preston Howard, Jr., P.E., Director
June 11, 1993
Stephen H. Sutherland
Norandal USA, Inc.
P O Box 1388
Salisbury, NC 28145
ALT.XMAI
IT W
4
DEHNR
Subject: General Permit No. NCG030000
Norandal USA, Inc.
COC NCG030127
Rowan County
Dear Mr. Sutherland:
In accordance with your application for discharge permit received on October 2, 1992, we are
forwarding herewith the subject certificate of coverage to discharge under the subject state - NPDES general
permit. This permit is issued pursuant to the requirements of North Carolina General Statute 143-215.1 and the
Memorandum of Agreement between North Carolina and the US Environmental Protection agency dated
December b, 1983.
If any parts, measurement frequencies or sampling requirements contained in this permit are
unacceptable to you, you have the right to request an individual permit by submitting an individual permit
application. Unless such demand is made, this certificate of coverage shall be final and binding.
Please take notice that this certificate of coverage is not transferable except after notice to the Division
of Environmental Management. The Division of Environmental Management may require modification or
revocation and reissuance of the certificate of coverage.
This permit does not affect the legal requirements to obtain other permits which may be required by the
Division of Environmental Management or permits required by the Division of Land Resources, Coastal Area
Management Act or any other Federal or Local governmental permit that may be required.
If you have any questions concerning this permit, please contact Mr. Steve Ulmer at telephone number 9191733-
5083.
cc:
Sincerely,
Original Signed By
Coleen H. Sullins
A. Preston Howard, Jr., P. E.
Mooresville Regional Office
P.O. Box 29535, Raleigh, North Carolina 27626-0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF ENVIRONMENTAL MANAGEMENT
STORMWATER DISCHARGES
In compliance with the provision of North Carolina General Statute I43-215.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
Norandal USA, Inc.
is hereby authorized to discharge swrmwater from a facility located at
Norandal USA, Inc.
1709 Jake Alexander Blvd.
Salisbury
Rowan County
to receiving waters designated as unnamed tributaries to Town Creek and Crane Creek in the Yadkin -Pee Dee River
Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, H, III
and IV of General Permit No. NCG030000 as attached.
This certificate of coverage shall become effective June 11, 1993.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day June 11, 1993,
Original Signed By
Coleen H. Sullins
A. Preston Howard, Jr., P.E., Director
Division of Environmental Management
By Authority of the Environmental Management Commission

NORTH CAROLINA
ROWAN COUNTY
ro
III w sw
n �Ow•H
SJI t� •\�i7o�6��1.1 111 �1'r_ �', 11..i.� JJ,,'qt Ict� Su a07
1.
y_
/}' .� '���''��%1• tid• =+:r JI'umPir�8 >s �' \ , r. ,r5 P � �, 1 � -� � .1+1•
St"an I� ssC�`'�- •'//_,r �� rs0601 sahisbury
[DOI \� �� ��.,�; •,�f �. .:�_" --....--:�.�✓
f ✓ �/ 17�i� 7\y�
�,I� 4�i ' �. • i 1 1.� � . , , ti ��` Sovihnft{c��'...tt��:�,r. : il`_' • /
• i -��z. o � -t, ;� J -,�� '�: �j �.r,�5\'I;�h � it 'II•.'�: '.��
jj K'76 v'i.
KX
�4�
I ,- c. a:�� •
•�� `\. _T 7750r .1-A— I ;k, -c elr~ -r f� I/'�"; .� �• ' �\\
of
000 0 044 �2044
SCALE fN FEET SCALE IS VARIABLE N

*I
noranda'
26 September, 2014
Mr. Samar Bou-Ghazale
North Carolina Department of Environment and Natural Resources
610 East Center Ave, Suite 301
Mooresville, NC 28115
Subject: Notice of Tier III Stormwater Reporting
Noranda USA, Incorporated
Stormwater General Permit No. NCG030127
Dear Mr. Slack,
DIV'SlO'V OF L44D
LAND QLfR I Y Stci �F� r ;
SEP 3 o 2014
DEPAh S r�7'�'
ffesQuRci� N7
This letter provides formal notification to the Department on behalf of Norandal USA,
Incorporated (Noranda) regarding Tier III Stormwater Reporting due to high copper and zinc (Cu,
Zn).
Attached engineering study and subsequent graphs show the Cu, Zn Investigation and the
improvements made through investigative sampling and site housekeeping on discharge of these
metals in our effluent stormwater. Investigation yielded mixed results: Cleaning the grounds has
had significant impact in Cu, Zn numbers, but our mature metal facility and associated HVAC
units heavily contribute to high Cu, Zn (galvanized roofs, galvanized downspouts, metal oxidation,
etc.).
Noranda continues to make improvements and will begin another round of investigative sampling
once agreements are complete with a new sampling lab.
Noranda appreciates the guidance given and patience the Department has shown during for a full
investigation of our benchmark exceedance. We are additionally grateful for this opportunity to
ensure absolute compliance with the Permit and look forward to working with the Department
toward that end in the future.
Very respectfully,
Anne Evans,
EH&S Specialist
Noranda USA
Attached: Engineering Study

Norandal USA
170G Jake Alexander Blvd
Salisbury, NC 28146
NPOES CDC: NCG030127
Date Sam led -->
p
Year, 1, period 2 ;:-,
, -. Year:l,.Period 2 -
Year 2, Period Y
Year 2, Period 1
Year 2, Period 2
Year 2, Period 2
a+p Scheduled`'�'°�
`�' 5ifieouled' ""'�
"' "`Scheduled "' -
- -Tier 2 ":
Tier 3 -
Tier 3
Eng Study fit
Eng Study 92
'-1' Nov i3 _-- �
- "_
.
- 4 Uec 13
25 Apr 14 _
24 Jun 14
31 Jul 14
S 5ep 14
21 Jul 14
12 Aug 14
Sample Location
Sample
tr
Copper
{mg/1-1
Lead
Img/LI
Zinc
(mg/L)
Copper
(mg/L)
Lead
fmg/U
Zinc
ImSIL}
Capper
Img/LI
Lead
[rng/t)
Zinc
(,ng/L}
Copper
(mg/L)
Lead
Img/U
Zinc
(mg/L)
Copper
(mg/L)
Lead
(rng/L)
Zinc
lmg/U
Copper
(mg/L)
Lead
{mg/Ll
Zinc
fmg/Ll
Copper
(mg/L}
Lead
(mg/L)
Zinc
{mg/L}
Copper
(mg/L)
Lead
Img/LI
Zinc
(mR/L)
Bench Mark ->
0.007
0.03
0.067
0.007
0.03
0.067
0.007
0,03
0.067
0.007
1 0,03
0,067
0.007
0.03
0.067
0.007
0.03
0.067
0.007
0.03
0.067
0-001
0.03
0.067
Outfall R1
0.039
<0.01
0.36S
0.045
<0,01
0.151
0.028
<0.01
0.112
0.032
0.01
0.199
0.025
<0.01
0.112
0.01S
<.01
0.114
No flow for Aug 14.
Outfall43
0.039
<0.01
0.101
0.016
1 <DM
0.173
0.029
0,01
0.236
6.043
0.021
0.327
0,009
<0.01
0.08
0.021
<.01
0.201
Old Parking Suraace Sample Grab
1
0.006
<0.01
0,082
Main Parking Surface Sample Grab
2
0.DD9
<0.01
0.07
Roil Grind Downspout Grab
3
0.005
<0.01
2,00
DW-02 Surface Sample Grab
4
0.027
0.014
0.107
Finishing Bailer Exhaust Downspout
Grab
S
I <0.002
<0.01
0.186
Office Roof Downspout Runoff Grab
6
0A07
<0.01
0,012
UT-11 Pit Grab
7
1.67
0.091
4.32
UT-11 Grab
8
0.09S
<0.01
0,256
UT-10 Grab
9
0.067
<0.01
0,18
UT-9Grab10
0.061
<0.01
a167
HVAC-Z Grab
11
0.01
<O.ok
0.476
Roof Drain by HVAC-2 Grab
12
0.017
<0.01
0.414
HVAC-1 Grab
13
0.162
<0.01
2.14
N2 Generator Runoff Grab
14
0.046
0.01
0.894
51.4 Bailer Rock Soak Grab
15
0.029
<0.01
0.412
N5= Not Sampled
Prepared by Chuck Pakala 9/9/2014

7lV1SIG.N" OF LAND RESOURC F-
LAND QUALITY SECTVI
SEP 30 2014
DEP;kit t tviLtf e ur uivi!- umviti
4'AATUaAt RESOURCES
Engineering Study
Exceeding Cu & Zn Benchmark
Noranda USA
Salisbury Rolling Mill

Phase 1
-41
Aw
r d
_ f
Aj
•� �"�#!'i���a'Si :�.��� '• /� !!.�" -.ram J. '�.,,_�, �-��,y'�ai,Sy�Y} i � ;�
I
�Y 77-Nr';c-tixA
3" 9 r'.=7 t +c�'.e.'�J�i 'L,i. `'lY,,�t�'r•" .'y t.;�'�
�0 f� ���1� �.• ` 1. � R?r'
f' '• .,. `'". �, ���0`�,*�W��:•'1-��i•�''�:�+k'Iy��'�1Qs`��y�' �y°�`�.X.* �,i�'� L'�t,�+,
for •collection

Phase 2
do
�J4:i 2i �i r�S'w�cx+�•' "�"1 er*- r .i. Y!'.,l - •'+'� �', P '�� `" .,,� • �s x
i1 tom'. -A �+'� ., 7"��•`�11 ���•. r,•J, ;i% %, •h I �p '� 6�a. �� ,
`� ^-�� Y � *f � rS • � / �_.�+�1� �r � S..T .�•-.vim. �r�°"i' ��"" \ �Y'��, �g� � :� .
a (� +! r _ 4�, -'"+.S :+a�R.Ii's'`'=�� - '�,i`i..�,_ -•may#,:�'#sa r ``t"':"f�:P
4.
,r.
r f -fit =• y i��yp�t '
.. y,
(. _ _�7r{��-� � r r.. y - .y, R�. _ �c .. �+ �,�' •. » 1 � � t d. ,�,i r¢ _ t,� r.
Ir
�f _� i Sri,.$ � *-1 '.� 4 a - �- n 'P�� � . S � =r•� y4y, 1 �.
. Buried Drain Lines �^• .44t �.-� ...... �ry
SWO 1 Drainage
` WO — 2 Drainage �,. �' f •i 1�yt �.r+ ",';,,� t "'
O — 3 Drainage�/ /=�!-� ` r'° b,t_
Wg�4i 1 •i �`��'•iy i ^
s vJ►/ /yam fir_
- p 0,,,1 / M • ♦' -' : �rR,�ti r„ t•
°`•" W Catch B.
_ "• .12� .!*� {js�i� p�:-0 t " l` ` ' 1
,� �: �'� , f }i r ♦F r i`:N ifs • �ijr°r
J>*Dry-wells for surface runoff collection Samples taken directly from® grates/Adownspouts.

_ -� r X Phase 3_ Y z. �_.
M300:
W
;3
J�,�Fjgure-
4v
011W ow
J�
aw
, -
rm ;'Olt� j�j
anee
�q
OM
_3 Castin
Vd,
J.,
1A
W,
&%R GAMM 9 g m
lk-
Ir
I
Fi
•fin
'Buried Drain Lines
SWO - I Drainage
g
SWO - 2 Drama
_WO 3 Drainage
i.�q:SW Catch Basin _j
i IJL �11.1.6171'4
N4
4d d
0

.t £21 Jul 14 SaTL
m s
4Si �YTu,� �� yr1 :�;:!a•.'!T-s r, r r -y*..�•. !''� 4�i' - f `» �� w
+°i! �. �A [f :- l "E/,. -.s. '•t zw� ./�.•; 1x` F ff % f
�.�+
r •y 1Yf *. R.rF 7 1¢_i 4. �!.�•y+ ;eye -.y •'.y. ,�.
�"�� � �1 � � I ' . }';' - ,.�/- y : ` : .•.l '• `• ':_jl, .. t.r. d v 1`7 • . Z S�.k '1�ye - 7. V1r
Ap
r w�
. . •+ a , T
C.. r.+'.ii'/. 3'
Aii-
'�'.,�• ram• f.
TV
Buried Drain Lines
SWO - i Drainage ,� �� i3w �•' �,. ' v
1.7
WO 2 Drainage .-
WO - 3 Drainage
W Catch Basis,ySIT, f t,�7 L •a t T� y�. r:
j L � � i ��'C2 •"�„ 1 ss , J I` � \� a mac`. �Y iT �� \'��f.7�
L7� p alr Y`. ♦ 4 F. f � h -�^' '�i .■ �l�Liia
� f. fir
w � f./ i / .ryi :i .�. ' .� J �-.Y •.� L,.., r..��.� i7f`� Lam.. .>....

OM RD
Y ��/
�'
Ic
�•
a'� � � ^ `1� 4 �-•�'• �,� '}f/� � - r o:, � a ~�i� �' +�• �: * �`�yu � ' � � 1 kY ••;� �' -,,,� • �,�, � ram,
};,�"� ' � ,7' � ,•..ram-'' �� `- �L � , �; r. ` �w i. o„ ` ' �.$ , r �_ � m `�.,'�, � ��
�NOF2ANDAyUSP1
+! �` •j�p�-'I � �l3 � i• ��ti � ,19,}tf �[yy/. r D(� ''i �Y� I�` � _�3 +.�^.! � � ' 4'1 � �--� � �'• ��`'�.
r• �l . f�F w. � �, � �,.`"4 � � �� f( ' __�i.R. �l ^; i' �J y[ : y � 1 = f f
`elr
Are 1 _ R /�..� Su. x�•, • ty� l� �. {
Cal
li#'t(' .A ��" r1 2'� i •3 d �"
y
tL/ - L ��� (�M y' � • � �` M '44 }��� ��}. L�l •/� - . LA i�
�� � �? � �:' , ��� � ¢ ti� x.., „� r'yF� ��"` � �S � � � "�diry,q� � - - �`L� y r-�i � y�• �` US � - �� C.7 `~ i'�- n
a
�l/ p. -, y i-- , rf,'r+`�� y r.
i','�., va b�, ryb Y�;yK ti,. 5;,;+'a '.^G_r'-�i y :EL;*4 n.°�j'
''Greene-is'sam�` i-ed 'Re'7dj, is� laA".' " m- ling 04
.,, ��• Sr _ �..;.rp- .'p . _ P g :
l.. l"+' ��•^ 7 it-6 � C1 2014 G cgle . : t7•�•�.Q° '--f
�har� i,°+z E �� + o - y n .: G o� e�ea r:tN
r g �- a, t
•Ir W1,13ale: 4j512013 35?38'2a.7a• w ao=ze'�a.s7'tiv eiev' 792 F eye ale,vu;k'Q°

NORANDA USA
Stormwater Sampling &Analysis for Zinc and Copper
Ke,.
SWO1 - OUTFALL #1
SW03 - OUTFALL #3
SWS-1 - Surface Water Sample - Front Parking lot
SWS-2 - Surface Water Sample — Yard Storage
UT 11, 10, 9 - 3 Cooling Towers (Near Maintenance)
UT 11 Pit - Cooling Tower Filtration Tank (Near Entrance)
HVAC-1 - AC Unit SE Corner
SLSB EXH-1 - Vent Pipe Exhaust (Stone and Stormwater from that area)
UT 6, 7 - 2 Cooling Towers (East side of Casting)
OM RD 1, 2 & 3 - Roof Top Oil Mist Eliminator Drainage
N2 - Nitrogen Generator Runoff
HVAC-2 - AC Unit East Side
RD 1, 2, 3 - Metal Roof Drain Samples (3 or more) on West Side
RD 4, 51 6 - Metal Roof Drain Samples (3 or more) on East Side
FB-1 - Flower Bed Area Leaky Pipe (Pipe Bend Leak)
FB-2 - A PVC Pipe (hole) between the FB and the Bldg

Norandal USA
1700Jake Alexander Blvd
Salisbury, NC 28146
NPOESCOC: NrG030127
Date Sampled ��
Sample Location
Sample
#
, zYexi�1; P,eriod`2 `'�`,
-;,Ye'ar 1;"P,e�iod 2 ..
„ 'J`: ,Yeari2 P.enod 1,-" '
- ._YBar:2, Period 1.'
' -"Year 2, Perio 2 '.
'. '-Year°2,Perio 2
Sifiedufed1�
.;;Schedule'd_ P"r
_ �` ,=PScheduled
`.,:� Trer 2 �. '
Tier 3 '-r -
_ Ter i.
Eng Study #1
Eng Study t+2
- :$PNav:]3..-fie.
„ ,
,... _..:, 4 DeG13a;-
„- 25-Apr 14
241un14
31 Jul 14 -
'S Sep 14 --
21 Jul 14
12 Aug 14
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/L)
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/Ll
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/L)
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/L)
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/L)
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/L)
Copper
(mg/L)
Lead
(mg/L)
Zinc
(mg/L)
Copper
(mg/L)
Lead
(mg/LI
Zinc
(mg/L)
Bench Mark ->
0.007
0-03
0.067
0.007
0.03
0.067
0.007
0,03
0,067
0.007
0.03
0.067
0.007
0.03
0.067
0.007
0.03
0.067
0.007
0.03
0.067
0.007
0.03
0.067
Outfall#1
0.039
<0.01
0.365
0.045
<0"01
0.151
0.029
<0,01
0.112
0.032
OA1
0.199
0.025
<0.01
0,112
0.015
<.01
0.114
No flow for Aug 14.
Outfall A3
0.039
<0.01
1 0,101
0.016
1 <0,01
0.173
F 0.029
1 0"01
0.235
1 0.043
0.021
0,327
0.009
<0.01
0.09
0.021
<01
1 0.201
Old Parking Suraace Sample Grab
1
0.006
<0M
0.082
Main Parking Surface Sample Grab
2
0.009
<GM
0.07
Roll Grind Downspout Grab
3
1
0.005
<0,01 1
2.00
OW-02 Surface Sample Grab
4
0.027
0.014
0,107
finishing Bailer Exhaust Downspout
Grab
5
<0.002
<0.41
0.186
Office Roof Downspout Runoff Grab
6
0.007
<0,01
0.012
UT-11 Pit Grab
7
1.67
0.091
4.32
UT-11 Grab
8
0.095
<0.01
0.256
UT-10 Grab
9
0.067
<0.01
0.18
UT-9 Grab
10
0.061
<0.01
0.167
HVAC-2 Grab
11
0,01
<OA1
0.476
Roof Drain by HVAC-2 Grab
12
0.017
<0.01
0.414
HVAC-1 Grab
13
0.162
<0.01
2.14
N2 Generator Runoff Grab
14
0.046
0.01
0.884
SL4 Bailer Rock Soak Grab
15
0.029
<0.01
0.412
N5= Not Sampled
Prepared by chuck Pakala 9/9/2014

NORANDA USA
Stormwater Sampling &Analysis for Zinc and Copper
Code Name I Location Dam Sampled
Office Roof Office Roof Runoff Right of front door 21 Jul 14
DW-02 Surface Water Sample Drywell Down hill from Finishing Smoking area 21 Jul 14
RD-4 Roof Drain II Roll -grind room exit 11 21 Jul 14
RD-5 Roof Drain By HVAC-2 12 Aug 14
SWS-1 Surface Water Sample Front Parking Lot Ji 21 Jul 14
SWS-2
Surface Water Sample
I UT It, 10, 9 Cooling Towers
UT_ I I Pit Cooling Towers Pit
E HVAC- i AC Unit
Old Parking Lot 21 Jul 14
Front, Near Maintenance Shop �� 12 Aug 14
Front, Near Maintenance Shop 12 Aug 14
SE Corner, Outside SL-4 roll -up door 12 Aug 14
SLSB Exh-1 Vent Pipe Exhaust Stone soak and stormwater 12 Aug 14 & 21 Jul 14
UT-6, 7[Cooling Towers IL Cooling East side of Casting Planned
OM RD 1, 2 Mist Eliminator Drainage Oil Mist Roof Drainage Planned
g -- - Condensate run-off toward SW03 grate I`
N2 Nitro en Generator I 2 Aug 14
HVAC-2 AC Unit East side behind roll grind room 12 Aug 14
RD-1, 2, 3 �Metal roof drain samples �� West Side — - _ --_ _— Planned
RD-4, 5, 6
FB-1
FB-2
Metal roof drain samples East Side
-- Flowerbed - -�_ - ' Bent pipe
Flowerbed PVC pipe between FB and Bldg
Planned;
Planned I
Planned

L
J
L
v
0-
Ln
E
L
0
L
U
P.
Outfall 1 (front) Copper
50
45
40
35
30
25
20
15
10
5
0
ti� ti� tip` tip` tip` tip` tip` tip` tip` tip` tip`
ti ti ti ti ti ti ti- ti ti ti
- Limit
(Copper

W.
50
45
40
35
30
25
20
15
10
5
0
Outfall 3 (back) Copper
� �� tiDtip` tip`
�, ,
.P�
Limit
-a-Copper

Wel
v 300
J
v
250
0-
Ln 200
E
ao 150
0
L
100
50
I
Outfall 1 (front) Zinc
ti� ti� tip` tip` tip` tip` tip` tip` tip` tip` tip`
-.*--Limit
-Zinc

350
Nell,.
250
J
200
V)
150
0
100
50
C
Outfall 3 (back) Zinc
ti� ti� tip` tip` tip` tip` tip` tip` tip` tip` to,
-+-Limit
-Zinc

Semi-annual Stormwater Discharge Monitoring Report
for North Carolina Division of Water Quality General Permit No. NCG030000
Date submitted
CERTIFICATE OF COVERAGE NO. NCG03Q _L_—L_J� SAMPLE COLLECTION YEAR c7I�
FACILITY NAME r In,,,rg�Ac),. SAMPLE PERIOD ❑ Jan -June ❑ July -Dec
COUNTY or Monthly'
LL-Qwis�' (month)
��, /�
PERSON COLLECTING ECTING SAMPLES �r.,ngy¢� 0� DISCHARGING TO CLASS ❑ORW ❑HQW ❑Trout ❑PNA
LABORATORY Lab Cert. # ❑Zero -flow ❑Water Supply ❑SA
19Other DHSS
Comments on sample collection or analysis: S' �. 7•
-,Dk ' 7 C?O �1�G,� PLEASE REMEMBER TO SIGN ON PAGES 2 AND/OR 3 4
Part A: Stormwater Benchmarks and Monitoring Results�
�01, 01, n No discharge this period?z
Outfall No.
Date Sample
1
Collected
(mo/dd/yr)
24hour rainfall
amount,
Inches3
Total Suspended Solids
'0 1i
%,
pH,
Standard units
Copper
Lead
Zinc
Non -Polar O&G/
Total Petroleum
Hydrocarbons
Total Toxic
Organics s
Benchmarks =__>
-.
-
100 mg/L or 50 mg/L4
6.0 = 9.0
0.007 mg/L
0.03 mg/L
0.067 mg/L
15 mg/L
1 mg/L
4D1 D
D
C L
' Monthly sampling (instead of semi-annual) must begin with the second consecutive benchmark exceedance for the same parameter at the same outfall.
z For sampling periods with no discharge at any single outfall, you must still submit this discharge monitoring report with a checkmark here.
3 The total precipitation must be recorded using data from an on -site rain gauge. Unattended sites may be eligible for a waiver of the rain gauge requirement.
`See General Permit, Table 3 identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
5 Total Toxic Organics sampling is applicable only for those facilities which perform metal finishing operations, manufacture semiconductors, manufacture
electronic crystals, or manufacture cathode ray tubes. For purposes of this permit the definition of Total Toxic Organics is that definition contained in the EPA
Effluent Guidelines for the facility subject to the requirement to sample (for metal finishing use the definition as found in 40 CFR 433.11; for semiconductor
manufacture use the definition as found in 40 CFR 469.12; for electronic crystal manufacture use the definition as found in 40 CFR 469.22; and for cathode ray
tube manufacture use the definition found in 40 CFR 469.31).
Permit Date: 11/1/2012-10/31/2017 SWU-245, last revised 10/25/2012
Page 1 of 3

Facilities that incorporate a solvent management plan into the Stormwater Pollution Prevention Plan may so certify, and the requirement for TTO monitoring
may be waived. The solvent management plan shall include a list of the total toxic organic compounds used and the other elements listed in the General
Permit. For those facilities electing to employ the TTO monitoring waiver, the discharger shall sign the following certification statement:
"Based upon my inquiry of the person or persons directly responsible for managing compliance with the permit monitoring requirement for total toxic organics
(TTO), I certify that to the best of my knowledge and belief, no dumping of concentrated toxic organics into the stormwater or areas which are exposed to rainfall or
stormwater runoff has occurred since filing the last discharge monitoring report. I further certify that this facility is implementing the all the provisions of the
solvent management plan included in the Stormwater Pollution Prevention Plan."
J ASom tG. Jbl.JC<
Name (Print name)
S L TT_- rv_,A .&A 6
Title (Print title)
q-ZG-W f4
(SignatLIKe, (Date)
Note: Results must be reported in numerical format. Do not report Below Detection Limit, BDL, <PQL, Non -detect, ND, or other similar non -numerical
format. When results are below the applicable limits, they must be reported in the format, "<XX mgLL where XX is the numerical value of the detection
limit, reporting limit, etc. in mg/L.
Note: if you report a sample value in excess of the benchmark, you must implement Tier I, Tier 2, or Tier 3 responses. See General Permit text.
Part 13: Vehicle Maintenance Area Monitoring Results: only for facilities averaging > 55 gal of new oil per month.
❑ No discharge this period:
Outfall No.
Date Sample
Collected'
(mo/dd/yr)
24-hour rainfall
amount,
Inches'
Non -polar O&G/TPH by
EPA 1664 (SGT=HEM)
Total Suspended Solids
pH
Benchmarks =__>
_
-
15 mg/L
100 mg/L or 50 mg/L*
6.0 — 9.0 SU
Footnotes from Part A also apply to this Part 8
* See General Permit text, Table 5, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
Permit Date: 11/1/2012-10/31/2017 SWU-245, last revised 10/25/2012
Page 2 of 3

Note: If you report a sample value in excess of the benchmark, you must implement Tier 1, Tier 2, or Tier 3 responses. See General Permit text.
FOR PART A AND PART B MONITORING RESULTS:
• A BENCHMARK EXCEEDANCE TRIGGERS TIER 1 REQUIREMENTS. SEE PERMIT PART II SECTION B.
• 2 EXCEEDANCES IN A ROW FOR THE SAME PARAMETER AT THE SAME OUTFALL TRIGGER TIER 2 REQUIREMENTS. SEE PERMIT PART II SECTION B.
• TIER 3: HAS YOUR FACILITY HAD 4 OR MORE BENCHMARK EXCEEDENCES FOR THE SAME PARAMETER AT ANY ONE OUTFALL? YES ❑ NO ❑
IF YES, HAVE YOU CONTACTED THE DWQ REGIONAL OFFICE? YES ❑ NO ❑
REGIONAL OFFICE CONTACT NAME:
Mail an original and one copy of this DMR, including all "No Discharge" reports, within 30 days of receipt of the lab results (or at end of monitoring ueriad
in the case of "No Discharge" reports) to:
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
YOU MUST SIGN THIS CERTIFICATION FOR ANY INFORMATION REPORTED:
"I certify, under penalty of law, that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to
assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or
those persons directly responsible for gathering thinfQrmation, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete.
am aware that there are significant penaltiev"b itting false information, including the possibility of fines and imprisonment for knowing violations."
(Signature of Permittee)
Permit Date: 11/1/2012-10/31/2017
(Date)
SWU-245, last revised 10/25/2012
Page 3 of 3

a.
Meritech, Inc.
Environmental Laboratory
Laboratory Certification No, 165
,r
A .
Contact: Ann Evans Report Date: 9/23/2014
Client: Norandal USA
1709 Jake Alexander BIvd.S
Salisbury, NC 28146 Date Sample Rcvd: 9/9/2014
Meritech Work Order it 09091411.6 . Sample: St01'nlWater-03 Grab 9/5/14
oraluum - Resul Analysis Date Reporting Limit Metliod
Total Suspended Solids
35 mg/I..
9/10/14
2.5 mg/L
SM 2540 D
Copper, total
0.021 mg/L
9/12/14
0.002 mg/L
EPA 200.7
Lead, total
< 0.010 mg/L
9/12/14
0.010 mg/L
EPA 200.7
Zinc, total
0.201 mg/L
9/12/14
0.010 mg/L
EPA 200.7
Oil & Grease (HEM)
< 5 mg/L
9/1.5/14
5 mg/L
EPA 1664A
EPA 624
Attached
9/11/14
- -
624
CPA 625 BNA
Attached
9/17/14
- -
625
I hereby certify that I have reviewed and approve these data. ((
Laboratory Representative
0
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax.[phone]

MERITECH, INC.,
Environmental Laboratories
' Laboratory Certification 11165
Client:
Norandai
Merilcch ID/1-
09091411E
Project:
624
Analysis:
09/1 1/14
Client Sample ID:
Stormwater 03
Analyst;
VwV
Sample Collection:
09/05/14
Dilution Factor:
1
Report Date:
09/23/14
EPA 624 VOLATILE
ORGANICS
parameter
Result
Benzene
<1.00 ug/L
Dichlorobromomethane
<1.00 ug/L
Bromoform
<1.00 ug/L
Methyl Bromide
<5.00 ug/L
Carbon Tetrachloride
<1.00 ug/L
Chlorobenzene
<1.00 ug/L
Chloroethane
<5.00 ug/L
2-Chloroethyl vinyl ether
<5.00 ug/L
Chloroform
<1.00 ug/L
Methyl Chloride
<5.00 ug/L
Chlorodibromomethane
<1.00 11gl1.
1,2-Dibromocthanc
<1.00 ug/L
1, 1 -Dichloroethatie
<1.00 ug/L
1,2-Dichloroethane
<1.00 ug/L
1,4-Dichlorobenzene
<1.00 ug/L
1,2-Dichlorobenzene
<1.00 ug/L
1.3-Dichlorobenzene
<1.00 ug/L
1, 1 -Dichloroethylene
<1.00 ug/L,
trans-1,2-Dichloroethylene
<1.00 ug/L
1,2-Dichloropropane
<1.00 ug/L
cis-1,3-Dichloropropylene
<1.00 ug/L
trans-1,3-Dichloropropylene
<1.00 ug/L
Ethyl benzene
<1.00 ug/L
Methylene chloride
<1.00 ug/L
1,1,2,2-Tetrachloroethanc
<1.00 ug/I,
Tetrachloroethylene
<1.00 ug/L
Toluene
<1.00 ug/L
1,1,1-Trichloroethane
<1.00 ug/L
1,1,2-Trichioroethane
<1.00 ug/L
Trichloroethylene
<1.00 ug/L
Trichlorofluoromethane
<5.00 ug/L
Vinyl chloride
<5.00 ug/L
Additional Compounds
Acrolein
<50.0 ug/L
Acrylonitrilc
<10.0 uglL
1 hereU ceitif that I have reviewed and approve these data.
Y Y IP
"
Laboratory Representative
642 Tamco Road * Reidsville, NC 27320
[phone] Ph * (336) 342-9 522 Fax

MERITECH, INC.
Environmental Laboratories
Laboratory Certificate 11165
Client: Noranclal USA Mcrltech 1D11: 09091,1116
111-ojcct: 625 Analysis: 09/17/14
Client Sample 1D: Stornnvater 03 Extraction; 09/14/14
Sample Collection: 09/05/14 Analyst: PM
Dilullon factor: 2
EPA 625 SLMiVOLATILII ORGANICS
Parameter
Result
Pammeter
Result
Acenapitthene
<20 ug/L
Pluoranthene
<20 ug/L
Acenaphlhylene
<20 ug/I,
Fluorene
<20 ug/L
Anthracene
<20 ugjL
Ilexachlorobenzene
<20 ug/l,
Benzidine
<100 ug/L
Ilexaehlorobutadiene
<20 ug/L
Benzo(a)anthracenc
<20 ug/L
H exachlorocycl opentad i en e.
<100 ug/l,
Benzo(a)pyrene
<20 ug/L
Hexachloroethnne
<20 ug/l,,
eenzo(b)liuoran(lie ne
<20 ug/L
Indeno(1,2,3-cd)pyrene
<20 ug/L
Ben zo(k)fluoranthene
<20 uglL
Isophorone
<20 ug/L
Benzo(g,h,i)peryIene
<20 ug/L
2-Melliylnaphthalene
<20 ug/L,
Benzyl butyl phthalate
<20 ug/L
Naphthalene
<20 ug/L
Bis(2-cliloraellioxy)iueth;inc
<20 ug/L
Nitrobenzene
<20 ug/L
Bis(2-chloroethy))ether
<20 ug/L
N-Nitrosodimetliylamiue
<20 ug/L
Bis(2-chloroisopropyl)ether
<20 ug/L
N-Nitrosodi-n-propyhoine
<20 ug/l,
Bis(2-c(liylhexyl)phthalale
<20 ugll.
N-Nitrosodiphenyliniine
<20 ug/L
4-Bromophenyl phenyl ether
<20 ug/L
Plienanthrenc
<20 ug/I.
2-Chloronaphthalene
<20 ug/L
1'yrene
<20 ug/L
4-Chlorophenylphenylether
<20 ug/L
1,2,4-Trichlorobenzene
<20 ug/L
Chrysene
<20 ug/L
Dlbenzo(a,h)antltmacene
<20 ug/L
4•Chloro-3-mcthylplrcnol
<20 ug/L
1,2-Dichlorobenzene
<20 ug/L
2-Clrloroplrenoi
<20 ug/L
1,3-Dichlorobenzene
<20 ug/L
2,4-Dichlorophenol
<20 ug/L
1,4-Dichlorobenzene
<20 ug/L
2,4-Dimethylphenol
<20 ug/L
3,T-Diclrlorobenzidinc
<100 ug/L
2,4-Dinitrophcnol
<100 ug/L
Diethyl phthalate
<20 ug/L
4,6-Dinitro-2-methylphcnot
<100 ug/L
Dimethyl phthalate
<20 ug/L
2-Nitrophenol
<20 ug/L
Di-n-butyl phthalate
<20 ugh,
4-Nitrophenol
<100 ug/L
2,4-Dinilrotolucne
<20 ug/l,
Pentachloroplienol
<100 ug/L
2,6-Dinitrotoluene
<20 ug/L
Phenol
<20 ugJL
Di-n-octyl phthalate
<20 ug/L
2,4,6-Trichlorophenol
<20 ug/L
1,2-Dipheny1hydrazine
<20 ug/L
l hereby certify that I have reviewed and approve these data.
Laboratoiy Representative
642 Tamco Road * Reidsville, NC 27320
[phone] Ph * [phone] Fax

q
Meritech, Inc.
Environmental Laboratory
Laboratory Certification No. 165
Contact: Ann Evans Report Date: 9/23/2014
Client: Norandal USA
1709 Jake Alexander Blvd.S
Salisbury, NC 28146 Date Sample Rcvd: 9/9/2014
Meritech Work Order # 090914115 Sample: Stormwater-01 Grab 9/5/14
Parameter Result Analysis Date Revordtig Limi Method
Total Suspended Solids
31 mg/L
9/10/14
2.5 mg/L
SM 2540 D
Copper, total
0.015 mg/l,
9/12/14
0.002 mg/L
EPA 200.7
Lead, total
< 0.010 ing/L
9/12/14
0.010 mg/L
EPA 200.7
Zinc, tots1
0.114 mg/L
9/12/1.4
0.010 mg/L
EPA 200.7
Oil & Grease (HEM)
< 5 mg/L
9/15/14
5 mg/L
EPA 1664A
CPA 624
Attached
9/11/14
- -
624
CPA 625 BNA
Attached
9/17/14
- -
625
I hereby certify that I have reviewed and approve these data. JW
Laboratoly Representative
642 Tamco Road, Reidsville, North Carolina 27320
tei.[phone] fax.[phone]

MERITECH, INC.
Environmental Laboratories
Laboratory Certification IM65
Clicrll:
Nomndal
Meritech IDM
09091,1115
Project:
624
Analysis:
09/11/1,1
Clicnt Sample ID:
Storm pater 01
Analyst:
VWV
Sample Collection:
09/05/14
Dilution Factor:
10
Report Date:
09/23/14
EPA 624 VOLATILE
ORGANICS
Parameter
Result
Benzene
<10.0 ug/L
Dichlorobrotnomethane
<10,0 ug/L
Bromofornl
<10.0 ug/L
Methyl Bromide
<50.0 uglL
Carbon Tetrachloride
<10.0 ug/L
Chlorobenzene
<10.0 ug/L
Chloroetliarle
<50.0 ugll,
2-Chloroethyl vinyl ether
<50.0 ug/L
Chiorofortn
<10.0 ug/L
Methyl Chloride
<50.0 ug/l,
C11101'0dib1'0111011letharle
<10.0 ug/l,
1,2-Dibronloethane
<10.0 ug/L
I,l-Dichloroethane
<10.0 118/1,
1,2-Dichloroethane
<10A ug/L
1,4-Dichlorobenzene
<10,0 ug/l,
1,2-Dichlorobenzene
<10.0 ug/L
1,3-Dichlorobenzene
<10.0 ug/L
1, 1 -Dichloroethylene
<10.0 ug/L
trans-1,2-Dichloroethylenc
<10.0 u9/1.
1,2-Dichloropropane
<10.0 ug/L
cis-1,3-Dichloropropylene
<10.0 ug/L
trans-1,3-Dichloropropylene
<10.0 ug/L
Ethyl benzene
<10.0 ug/L
Methylene chloride
<10.0 ug/L
1,1,2,2-Tetrachloroethane
<10.0 ug/L
Tetrachloroethylene
<10.0 ug/L
'roiuene
<10.0 ug/L
1,1,1-Trichloroethane
<10.0 ug/L
1,1,2-Trichloroethane
<10.0 ug/L
Trichloroethylene
<10.0 ug/L
Trichlorofluoromethanc
<50.0 ug/L
Vinyl chloride
<50.0 ug/L
Addilional Compounds
Acrolein
<500 ug/L
Acrylonitrile
<100 ug/L
1 hereby certify that
I have reviewed and approve these data.
Laboratory Representative
642 Tamco Road * Reidsville, NC 27320
[phone] Ph * [phone] Fax

MERITECH, INC.
. Environmental Laboratories
" Laboratory Certificate #165
Clicnl:
Norandal USA
MCI-itech 1D#:
09091,11 15
]'I-ojcct:
625
Aw lysis:
09/17/14
Client Sample ID:
Storinwater0l
EX(I-Octiorl:
09/14/14
Sample Collection:
09/05/14
Analyst:
PM
Dilutlon Fac(or:
2
EPA 625 SEMIVOLATILE ORGANICS
Paraineler
Result
Parameter
aga
Aeenaplidrene
<20 ug/L
Pluorauthene
<20 ug/1,
Aceuaphthylene
<20 ug/L
Pluorene
<20 ug/l,
Anthracene
<20 ug/L
Hexachlorobenzene
<20 ug/L
Benzidine
<100 ug/L
Hexachlorobutadiene
<20 ug/L
Benzo(a)anthraceae
<20 ug/L
Hexachlorocyclopentadiene
<100 ug/L
Benzo(a)pyrenc
<20 ug/L
Hexachloroethane
<20 aglL
Benzo(b)fluoranthene
<20 ug/L
lndeno(1,2,3-cd)pyrene
<20 ug/L
Benzo(k)fluorauthene
<20 ug/L
Isophorone
<20 ug/l,
l3enzo(g,hj)perylene
<20 ug/L
2-Methylimphthalene
<20 ug/I,
Benzyl butyl phthalate
<20 ug/L
Naphthalene
<20 ug/L
Bis(2-chtoroctlioxy)mcthane
<20 ug/L
Nitrobenzene
<20 ug/L
Bis(2-ehloroethyl)ether
<20 ug/L
N-Nitrosodinrethylamine
<20 ug/l.
Bis(2-chloroisopropyl)e1hcr
<20 ug/L
N-Nitrosodi-u-propylamitie
<20 ug/1,
Bis(2-ethylhex),l)phl[in late
<20 ug/L
N-Nitrosodiphenylamiae
<20 ug/L
4-Bromophenyl phenyl ellier
<20 ug/L
Phenanthrene
<20 ug/L
2-Chloronaphlhalene
<20 ug/L
pyrene
<20 ug/L
4-Chlorophenyl phenyl ether
<20 ug/L
1,2,4-Trichlorobenzene
<20 ug/L
Chlyscuc
<20 ug/l,
Dibenzo(a,h)anthracene
<20 ug/L
4-Chloro-3-methylphenol
<20 ug/L
1,2-Dichlorobenzene
<20 ug/L
2-Chlorophenol
<20 ug/l,
1,3-Dichlorobenzene
<20 ug/L
2,4-Dichlorophenol
<20 ug/L
1,4-Dichlorobenzene
<20 ug/L
2,4-Diniethylphenol
<20 ug/L
3,T-Dichlorobenzidine
<100 ugll.
2,4-Dinitrophcnol
<100 ug/L
Diethyl phthalate
<20 uglL
4,6-Dinitro-2-metiiyiphenol
<100 ug/L
Dimethyl phthalate
<20 ug/l,
2-Nitrophenol
<20 ug/L
Di-n-butyl phthalate
<20 ug/L
4-Nilrophenol
<100 ug/L
2,4-DinitratOlnene
<20 ug/L
Pentachlorophenol
<100 ug/L
2,6-Dinitrotoluene
<20 ug/L
Phenol
<20 ug/L
Di-n-octyl phthalate
<20 itg/L
2,4,6-Trichlorophenol
<20 ug/L
1,2-Diplienylhydrazine
<20 ug/L
1 hereby certify that I have reviewed and approve these data. �L
Laboratory Represcntalive
642 Tamco Road * Reidsville, NC 27320
(336) 342-474B Ph * [phone] Fax

Semi-annual Stormwater Discharge Monitoring Report
for North Carolina Division of Water Quality General Permit No. NCG030000
Date submitted IQ \AV
CERTIFICATE OF COVERAGE NO. NCG03r) L�
FACILITY NAME" Ylrnrnv\&c%K
COUNTY' )K,cSuJt,.:
PERSON COLLECTING SAMPLES
LABORATORY Lab Cert. # LrS _
Comments on sample collection or analysis: k ,
Part A: Stormwater Benchmarks and Monitoring Results
SAMPLE COLLECTION YEAR d
SAMPLE PERIOD ❑ Jan -June ❑ July -Dec
or Monthly' - month
4/1-
DISCHARGING TO CLASS ❑ORW &HQW ❑Trout ❑PNA
C� Oy ❑Zero-flow[:]water Supply [:]SA
n]
O ac ®Other L
PLEASE REMEMBER TO SIGN ON PAGES 2 AND/OR 3 4
L
,Q <; st [KNo discharge this period a2
Outfall No.
Date Sample
Collected'
(mo/dd/yr)
24-hour rainfall
amount,
Inches3
Total Suspended Solids
pH,
Standard units<
Copper
r
Lead
Zinc
Non -Polar O&G/
Total Petroleum
Hydrocarbons
Total Toxic
Organicss
Benchmarks =__>
-
-
100 mg/L or 50 mg/0
6.0 — 9.0
0.007 mg/L
0.03 mg/L
0.067 mg/L
15 mg/L
1 mg/L
' Monthly sampling (instead of semi-annual) must begin with the second consecutive benchmark exceedance for the same parameter at the same outfall.
z For sampling periods with no discharge at any single outfall, you must still submit this discharge monitoring report with a checkmark here.
3The total precipitation must be recorded using data from an on -site rain gauge. Unattended sites may be eligible for a waiver of the rain gauge requirement.
4 See General Permit, Table 3 identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
s Total Toxic Organics sampling is applicable only for those facilities which perform metal finishing operations, manufacture semiconductors, manufacture
electronic crystals, or manufacture cathode ray tubes. For purposes of this permit the definition of Total Toxic Organics is that definition contained in the EPA
Effluent Guidelines for the facility subject to the requirement to sample (for metal finishing use the definition as found in 40 CFR 433.11; for semiconductor
manufacture use the definition as found in 40 CFR 469.12; for electronic crystal manufacture use the definition as found in 40 CFR 469.22; and for cathode ray
tube manufacture use the definition found in 40 CFR 469.31).
Permit Date: 11/1/2012-10/31/2017 SWU-245, last revised 10/25/2012
Page 1 of 3

Facilities that incorporate a solvent management plan into the Stormwater Pollution Prevention Plan may so certify, and the requirement for TTO monitoring
may be waived. The solvent management plan shall include a list of the total toxic organic compounds used and the other elements listed in the General
Permit. For those facilities electing to employ the TTO monitoring waiver, the discharger shall sign the following certification statement:
"Based upon my inquiry of the person or persons directly responsible for managing compliance with the permit monitoring requirement for total toxic organics
(TTO), I certify that to the best of my knowledge and belief, no dumping of concentrated toxic organics into the Stormwater or areas which are exposed to rainfall or
stormwater runoff has occurred since filing the last discharge monitoring report. I further certify that this facility is implementing the all the provisions of the
solvent management plan included in the Stormwater Pollution Prevention Plan."
JA:5orA t<. JoY+seY2
Name (Print name)
5 1 T"E ►'W AwtA Sv Y%-
Title (Print title)
4-ZG-Zesty
(Signature) (Date)
Note: Results must be reported in numerical format. Do not report Below Detection Limit, BDL, <PQL, Non -detect, ND, or other similar non -numerical
format. When results are below the applicable limits, they must be reported in the format, "<XX mg/L" where XX is the numerical value of the detection
limit, reporting limit, etc. in mg/L.
Note: if you report a sample value in excess of the benchmark, you must implement Tier 1, Tier 1, or Tier 3 responses. See General Permit text.
Part B: Vehicle Maintenance Area Monitoring Results: only for facilities averaging > 55 gal of new oil per month.
No discharge this period?z
Outfall Na.
Date Sample
Collected,
(mo/dd/yr)
24-hour rainfall
amount,
Inches3
Non -polar O&G/TPH by
EPA 1664 (SGT-HEM)
Total Suspended Solids
pH
Benchmarks =__>
_
-
15 mg/L
100 mg/L or 50 mg/L*
6.0 - 9.0 SU
Footnotes from Part A also apply to this Part B
* See General Permit text, Table 5, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
Permit Date: 11/1/2012-10/31/2017 SWU-245, last revised 10/25/2012
Page 2 of 3

Note: if you report a sample value in excess of the benchmark, you must implement Tier 1, Tier 2, or Tier 3 responses. See General Permit text.
FOR PART A AND PART B MONITORING RESULTS:
• A BENCHMARK EXCEEDANCE TRIGGERS TIER 1 REQUIREMENTS. SEE PERMIT PART II SECTION B.
• 2 EXCEEDANCES IN A ROW FOR THE SAME PARAMETER AT THE SAME OUTFALL TRIGGER TIER 2 REQUIREMENTS. SEE PERMIT PART ll SECTION B.
• TIER 3: HAS YOUR FACILITY HAD 4 OR MORE BENCHMARK EXCEEDENCES FOR THE SAME PARAMETER AT ANYONE OUTFALL? YESa,NO ❑
IF YES, HAVE YOU CONTACTED THE DWQ REGIONAL OyFF_ICI�? YES 'Q NO ❑
REGIONAL OFFICE CONTACT NAME: SGW0ar- `.Balsam— bylp_S�
Mail on ordinal and one copy -of this DMR, including all "No Discharge"reports, within 30 days of receipt of the lab results (or at end of monitoring period
in the case of "No Discharge" reports) to:
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
YOU MUST SIGN THIS CERTIFICATION FOR ANY INFORMATION REPORTED:
"I certify, under penalty of law, that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to
assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or
those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete.
am aware that there are significant penalties foy�u.�rnittjrig false information, including the possibility of fines and imprisonment for knowing violations."
(Signature of Permittee)
Permit Date: 11/1/2012-10/31/2017
9-Z6-2o��
(Date)
SWU-245, last revised 10/25/2012
Page 3of3

4
http://www•wunderground.com/history/airport/KRUQ/2014/8/29/MonthlyHistory.htmi
Weather History for Salisbury, NC
Month of August, 2014
Month of August, 2014
«Previous Month August 29 2014 W; ,View Next Month n
Daily Weekly Monthly € Custom I
Max Avg Min Sum
Temperature
Max Temperature
Mean Temperature
Min Temperature
Degree Days
Heating Degree Days (base 65)
Cooling Degree Days (base 65)
Growing Degree Days (base 50)
Dew Point
Dew Point
Precipitation
Precipitation
Snowdepth
Wind
Wind
Gust Wind
Sea Level Pressure
Sea Level Pressure 30.23 in 30.04 in 29.80 in
F C
90
80
70
60
50
40
90 °F
82 IF
68 "F
79 °F
73 "F
66 "F
71 °F
64 °F
63 IF
0
0
0
0
14
8
0
750
29
23
16
714
77 °F
67 IF
54 IF
1.74 in
0.11 in
0,00 in
3.27 in
17 mph
2 mph
0 mph
25 mph
17 mph
10 mph
32
27
21
16
10
4
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31
3n Hg ggrome41G PreSSUre hPa
30.3
30.1
29.9
29 7
1026
1019
1013
1006
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31
mph Wind Speed Wind Gust kmM
35.0
220.0
55.p5
10.0
oo
360.0
270.0
180.0
90.0
0.0
7, 7
5gg6
40
16
8
0
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 V 28 29 30 31
1 2 3 C 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 20 29 30 A4metn
Certify This Report
Monthly Calendar Weather History Overview

http://www.wunderground.com/history/airportlKRUQ/2414/8/29/MonthlyHistory.htmi
Print.This Weather Calendar Print This Weather Calendar
a Previous Month a 2013 August 2014 2015 » Next Month 3)
..... .... .,.- ......
Sunday Monday Tuesday Wednesday Thursday Friday Saturday
1 2
e t
Actual: 68163 Actual: 70162
Precip: 1.74 Precip: 0.00
Average: - I - Average: -I-
Precip: - Precip: -
3
Actual: 82 162
Precip: 0.00
Average: - I -
Precip: -
10
Actual: 70 164
Precip: 0.05
Average:-I-
Precip: -
17..::y
Actual: 87165
Precip: 0.00
Average:-I-
Precip: -
24
Actual: 78163
Precip: 0,01
Average:-I-
Precip: -
31 0- w,:
Actual: 89 169
Precip: 0.00
Average: -I-
Precip: -
Calendar Legend
4 - 13
Actual: 83 164
Precip: 0.04
Average: -I-
Precip:
11
Actual: 79 168
Precip: 0.27
Average: - I -
Precip:
18
Actual: 87 168
Precip: 1.03
Average: -I-
Precip: -
25,
Actual: 79 158
Precip; 0.00
Average: - I -
Precip: -
5
Actual: 84162
Precip: 0.00
Average: - I -
Precip: -
12ry
Actual: 86 171
Precip: 0.00
Average: - I -
Precip: -
19
Actual: 86 166
Precip: 0.00
Average: - I -
Precip:
.K�
26
Actual: 81 154
Precip: 0.00
Average: -I-
Precip: -
Sunny i ; " Mostly Cloudy Party
Clear � Partly Sunny ;., Cloudy �i y
Mostly
Sunny
Hail '714 + Hazy
f �F�B
Flurries Thunderstorms
Daily Weather History & Observations
6
Actual: 86 165
Precip; 0,00
Average: - I -
Precip: -
13:;�
Actual: 79164
Precip: 0,00
Average: - I -
Precip:
20
Actual: 86166
Precip: 0.00
Average: - I -
Precip: -
27
Actual: 84 154
Precip: 0.00
Average: -I-
Precip: -
7
Actual: 85 164
Precip: 0.00
Average: -I-
Precip: -
14 �,�
Actual: 80 153
Precip: 0.00
Average: - I -
Precip: -
21
Actual: 88 166
Precip: 0.00
Average: - I -
Precip:
28 n; x
Actual: 89 160
Precip: 0.00
Average: - I -
Precip: -
' Rain ) .;;r- Snow
:dot
Cloudy
' Sleet - ?' LN
"'�" denotes
'chance Unknown
or
8 9
Actual: 77I64 Actual: 75164
Precip:
0,03
Precip:
0.00
Average:
- I -
Average:
-I-
Precip:
-
Precip:
-
15
b
16
4
Actual:
83I57
Actual:
85I62
Precip:
0.00
Precip;
0.00
Average:
- I -
Average:
- I -
Precip:
Precip:
-
22
23��ry
Actual:
90168
Actual:
87170
Precip:
0.10
Precip:
0.00
Average:
- I -
Average:
- I -
Precip
Precip:
-
29
A,
30
Actual:
82169
Actual:
89168
Precip;
0.00
Precip:
000
Average:
- I -
Average;
-I-
Precip:
-
Precip:
-
Xla.«s
data Category
Condition
ACtll li: O 15$
High Temp.
to Tamp.
Precip: 0.00
Average: 71 1 53
1 Precip. (in inches)
Daily Avg, Temp.
r Temps in •r
Precip: 0.03
6a0-30 0 3n 60 e01zo

http://www.wunderground.com/history/airport/KRUQ/2014/8/29/MontlilyHistory.html
I
2014
Temp,
(°F)
Row
Point (7)
Humidity (%)
Sea Level Press. (in)
Visibility
(mi)
Wind (mph)
Precip. (in)
Events
Aug
high
avg
low
high
avg
low
high
avg
low
high
avg
low
high
avg
low
high ',
avg
high
sum
1�
fi&
66
63
65.
82
96
86
(...,..
3015
3012
3003
�
10
7
2
14
5
22
1.74
Rain
2
70
66
...,67,.,,..
62
67
64
...99
62
99
92
83 1
30.16
30.12
...,..,.,
30.09 ;
..,
10
9
2
8
4
0.00
3
82
72
62
68
66
63
100
83
55
30.15
30,10 ;
30.05E
10
8
0
7
1
0.00
Fog
4
i
83
74
64
68
66
64
...
100
79
.,...,.,.
53 E
.,
30.14
30.09 :
..,,..
30.04
10
8
1
8
2
0.04
5
84
73
62
73
67
63
100
83
54
30.10
30.05
30.00
10
7
2
8
1
0.00
6
86
76
65
72
67 m
60
99
77
45
30.04
30.00
29.95
10
9
2
10
1
-
0-00
Rain
7
85
74
64 _
70
67 Y
63
99
78 ._
48
30.06
30.00 ;
29.96
14
8
3
7 I
1
0.00
8
77
70
64
72
68
65
100
90
72
30.15
30.09 ;
30.04
10
6
1
6
1
0.03
Rain
9
75
70
64
71
68
64
100
94
86
30.12
30.08
30.06
10
8
3
10 i
3
i
0.00
10
70
67
64
69
67
64
100
98
95
30.12
_,. .....
30,09
30.06
..,..
10
5
1
8
4
0.05
Rain
11
79
74
68
74
71
68
98
94
79
30.09
30.04
29.97
10
9
1
7 j
3
0,27
i Rain
12
86
78
71
75
72
71 WY100
88 ?
64 I
29.92
V29.87
29.80
10
-
9
7
10 ;
5�
-
0.00
13
E......
79
.,
72
64
72
63
57_
100
72
48
30,01
29,93
29�86TMM10
9
1
_ 13 i
4
...
16
0.00
_
14
,.,..... ,
80
66
53
64
.. .........
58
........
54
....... ..
100
75
44
30,09
30.03 '.
29,98
10
9
2
7
1
0.00
-
.........................
15
..... .,..,..,.,
83
..... ,,..........
70
....,
57
.,.,...... ......
70
63
57
99
80
.., E......,.,.,
52
30,07
30 O1
20,97
.......
10
9
..,.,.,.,.
5
6
1
OM
..........
........ ......
... _
..,..,.,.
.,..,.. .....,
E
.,.,.
_
__,.
.,.
16
85
74
fit
72
65
62
100
80
51
30.07
30 03
29,99
10
8
2
7
2
-
0.00
........... ,.-..
17
87
76
65
76
69
65
100
81
(
49 E
30.05
30.01E
29.97
10
8
3
6 {
1
0.00
^Rain
q 18
87
78
68
73
; 71
69
100
88
61 l
29.98
29.89
29.80
10
7
1
17 �I1
2
25 ..mm
1.03
19
86
76
66 72
69
66
100
63
54
29.92
29.87
29.81
10
8
0
7 i
1
0.00
Fog
20
.
86
.............
76
66
...-.-._.,.__
74
............... ...............
70
67
..-...
100
___ _
83
57
-.,., .._
30.06
29.99
_
29.91
10
9
.,.,.,...
1
.,.,..,
8 i
1
0.00
21
88
77
66
77
69
66
100
79
49 I
30.13
30.013
30 00
10
9
2
i
7 I
1
0.00
22
90
79
68
_------ ------
77
_ --- ---------
72
68
__- -_.
100
----
79
3-
50 1
30.08
30.03:
29.97
10
9
2
_-
9
.......,
1
....
18
0.10
Rain
-- _
23
87
78
70
73
72
70
100
82 ;
58
30.01
29.96.'
29.91
10
10 i
7
10
2
0.00
Rain
24
78
70
63
73
67
63
99
82
67
30.13
30.06 '
29.97
10
10
5
12
6
18 °
0.01
Rain
25
79
68
58
63
i 60
57
100
76
47
30.16
30.13
30.09
10
9
1
14 I
_.
3
20
0.00
26
81
9 ......
68
54
62
59
55
100
76
42
- --
30.18
---- -------
30.14
----,._-.-.-...-.-.-._-----.-_.-.-.-.-.-._--.-.
30.10
10
9
._ ...__
2
-._.--._.-.--
9
-------------
2
----
17
0,00
27
84
69
54
fib
60
54
100
78
42
30.13
30,07
30.01
10
9
0
8
!
1
0.00
Fog
28
89
74
60
75
- ................
66 -
.........
60
..............
99
... ._...............
77
.._......... .._
48 €
------ -- --.
30,05 I
_ _ ..__
3002
-- ---
29.98
--
10
10
7
_
5
-...,...............
1
........................
0,00
----
29
82
76 1
69
72
70
68
100
86
68
30,17
30.12 '
30.05
10
8
3
10
E
3
0,00
30
89
78
68
72
l 70
66
100
82
53
{{{
30,23
30.18
30,12
10
7
0
8 i
2
!
0,00
Fog
31
89
79
69
73
70 '
66
98
77
55
30.20 .
30.14 '
30,07 '
10
10'',
10
10
4
16
0.00
Comma Delimited File

http://www.wunderground.com/history/airport/KRUQ/2014/8/ 1 /DailyHistory.html
Weather History for Salisbury, NC
Friday, August 1, 2014
Friday, August 1, 21314
« Previous Day August �, 1 •� 2D14 : View Next Day u
- _L` t
Daily ..! Weekly. ( Monthly Custom _.
Actual
Temperature
Mean Temperature
66 IF
Max Temperature
fib IF
Min Temperature
63 IF
Degree Days
Heating Degree Days
0
Month to date heating degree days
Since 1 June heating degree days
Since 1 July heating degree days
Cooling Degree Days
0
Month to date cooling degree days
Year to date cooling degree days
Since 1 June cooling degree days
Growing Degree Days
16 (Base 50)
Mnlsture
Dew Point
65 IF
Average Humidity
96
Maximum Humidity
99
Minimum Humidity
86
Precipitation
Precipitation
1.74 in
Month to date precipitation
Year to date precipitation
Snow
Snow
0.00 in
Month to date snowfall
Since 1 June snowfall
Since 1 July snowfall
Snow Depth
-
Sea Level Pressure
Sea Level Pressure
30.12 in
Wind -
Wind Speed
5 mph (NE)
Max Wind Speed
14 mph
Max Gust Speed
22 mph
Visibility
7 miles
Events
Rain
Click here for data from the nearest station with official NWS data (KCLT).
T = Trace of Precipitation, MM = Missing Value
Average (KCLT) Record (KCLT)
78 IF
89 IF 98 IF (1957)
68 "F 58 IF (1966)
0
0
3
0
13
13
907
744
0.14 in 2.39 in(2014)
014
24.52
0.00 in 0.00 in (}
0.0
0.0
0.0
Source: NWS Daily Summary

http://www.wunderground.com/history/airport/KRUQ/2014/8/1 /Dailyllistory.html
F
70
65
60
55
midnight 1 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 11
in Hg Barorrletric Pressure
30.2
30.1
300
midnight 2 3 4 5 6 1 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 11
mph UNnd speed Wind Gust
30.0
25.0
20.0
15.0
10.0
5.0
00
midnight 1 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 11
360.0
270.0
180.0
90.0
0.0
I
18
16
13
hpa
1023
1019
1016
midnight 1 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 1)d,,m,
Certify This Report
kmeh
4a
40
32
16
8
0
1
How To Fix "Error 160311 `2
1603.en-or-toolkit.com
Takes only 2 minutes. (Recommended).
Hourly Weather History & Observations
Time (EDT) j
Temp.
Dew Point
Humidity
Pressure
Visibility
Wind Dir
Wind Speed Gust Speed
Preclp
Events
�-
Conditions
12:55 AM
66.7 °F
66.6 °F
99%
30.15 in
4.0 mi
Calm
Calm i -
0.02 in
Mostly
Cloudy
1:15 AM
66.7 °F
66.6 °F
...-....
99%
30.14 in
4.0 mi
......
NNE
3.5 mph
..........
NIA
Mostly
Cloud
1:35 AM
66.7 °F
66.6 °F
99%
30.14 in
5.0 mi
NNE
4.6 mph
NIA
Mostly
Cloudy
-
�5.0
V
2:15 AM
66.6 °F
66.4 °F
99%
30.12 in
mi
NNEj
5.8 mph j -
NIA
Overcast
-66.2
_
-
2:35 AM
66.6 °F
°F
99%
30.12 in
5.0 mi
NNE
-Y
! 3.5 mph
NIA
Overcast
2:55 AM
66.6 °F
66.2 IF
99%
30.12 in
7.0 ml
NNE
4.6 mph
NIA
Rain
Light Rain
3:15 AM
66.6 °F
66.2 °F
99%
30,12 in
4.0 mi
Calm
Calm
0.03 in
Rain
Light Rain
3:35 AM
66.4 °F
66.2 °F
99%
30.13 in
3.0 mi
Calm
Calm
0.09 in
-,.
Rain
Rain
-.,.. ..,...,., ..,..,,.,,
......... ... ..... .... {
3:55 AM ;
., .,
66.2 °F
.,..,.., ... .:..,.
65.7 "F
..,.,...,.,..
98%
30A 3 in
....,. .....o.
1.5 mi
......... ....
NE
...i. .,..,..,.., .. ..,..,..,.., ...,.,
4.6 mph
a ..,. . i
0.28 to j
I
Rain
Heavy Rain
4:15 AM
65.3 °F
64.0 °F
96%
30.13 in
4.0 mi
NNE
I
i 5.8 mph
0.11 in
Rain
Rain
Show full METARS I METAR FAQ I Comma Delimited File

http://www.wunderground.com/history/airport/KRUQ/2014/8/1 /Daily]-listory.html
Time (EDT) ;
Temp.
Dew Pa
°F---,T64.0
°F"
4:55AM-
64.4 IF
63.5 IF
5:15 AM
64.4 °F
63.9 °F
i
5:35 AM
64.4 IF
63.9 IF
5:55 AM
I
64.4 °F
63.9 IF
it Humidity
Pressure
r
I Visibility
Wind Dir
Wind Speed Gust Speed
Precip
Events
Conditions
.., .... -'-..................... .........
98%
---------._.....r-------
30.11 in
----- ---_.:._.__..._..--------
I 7.6 mi
-----------.-.,....-.-._-..----..,.---------.-.-.-_
NNE
..............---"'--.-.---.,.-.-.--..,._-.-.-,---.-.----._-._�_�.--_._-
9.2 mph
0.16 in
Rain
Light Rain
-
97%
30.10 in
7.0 mi
NNE
8.1 mph i -
0.17 in !
Rain
Light Rain
T _.._.._.
T
98/°
30.10 in
i 7.0 mi
North
9.2 mph
0.01 in
Rain
Light Rain
98%
30.10 in
7,0 mi
NE
8.1 rnph
0.03 in
Rain
Rain
_... .. ..............
98%
30.12 in
..,.
4.0 mi
_ ... . ..
ENE
4.6 mph -
0.16 ;n !
Rain
Heavy Rain
i
I
6:15 AM
64.4 IF
64.0 IF
99%
30.11 in
5.0 mi
NNE
8.1 mph
-
0.11 in
Rain
! Light Rain
6:35 AM
64.4 IF
64.0 'F
99%
30.10 in
7.0 mi
NNE
9.2 mph
0.12 in
Rain
;
Light Rain
6:55 AM
64.4 IF
63.9 IF
98%
30.10 in
10.0 mi
NE
12.7 mph
17.3 mph
0.12 in '
Rain
Light Rain
7:15 AM
64A "F
63.7 °F
99�/ ..
30,12 in
�' 3.0 mi
NNE
; e
6.9 mph
I -
0.20 in
Rain
Heavy Rain
7:35 AM
63.9 IF
63.5 IF
99%
30.13 in
4.0 mi
North
5.8 mph
,
0.36 In
Rain
Heavy Rain
7:55 AM
63.9 °F
63.5 IF
99%
30.14 in
2.5 mi
NNE
8.1 mph
•
0.46 in
Rain
Rain
8:15 AM
63.7 IF
63.5 °F
99%
30.13 in
3.0 mi
NNE
13.8 mph
i 20.7 mph
0.11 in
Rain
Light Rain
8:35 AM
I 63.5 IF
63.0 IF
98%
30.13 in
5.0 mi
NNE
6.9 mph
0.13 in
Rain
Light Rain
8;55 AM
63.5 IF
63.0 IF
98%
30.15 in
5.0 mi
NE
5.8 mph
-
0.20 in
Rain
Gght Rain
9:15 AM
63.5 IF
63.1 °F
99%
30.14 in
5.0 mi
NNE
8.1 mph
-
0.04 in
Rain
Light Rain
9:35 AM
63.3 IF
62,8 IF
98°/°
30.14 in
5.0 mi
NE
j
8.1 mph
0.07 in
Rain
Rain
10:15 AM
63.5 IF
62.8 IF
97%
30.13 in
4.0 mi
NE
10.4 mph
17.3 mph
0.09 in
Rain
Raln
10:35 AM
63.7 IF
63.3 IF
99%
30.13 in
5.0 mi
NE
10.4 mph
0.13 in
Rain
Light Rain
10:55 AM
63.9 IF
63.0 IF
97%
30.13 in
7.0 mi
NE
9.2 mph
i
0.15 in
Rain
Light Rain
11:15 AM
64.4 °F
63.1 IF
96%
30.14 in
7.0 mi
NE
8.1 mph
16.1 mph
NIA
Rain
Light Rain
11,35 AM
1 64.4 °F
63.5 °F
97%
30.12 it
7.0 mi
? NE
10.4 mph
0.03 in
Rain
Light Rain
mostly-
1215 PM
66.0 IF
63.5 IF
92%
30.12 in
10.0 mi
j
NE
13.8 mph
' 19.6 mph
i
NIA
Cloudy
12;35 PM
66.7 IF
62.8 IF
87%
30.12 in
10.0 mi
i
NF
13.8 mph
21.9 mph
N/A
Mostly
y
i Cloudy
t.
12:55 PM
66.7 IF
62.4 IF
86%
30.12 in
I
10.0 mi
NE
10.4 mph
20.7 mph
N/A i
Overcast
--
1:15 PM
66.4 °F
62.2 IF
! 86%
30.12 in
10.0 mi
NE
!
6.9 rr ph
N/A
Overcast
... ..................
. .,
_•.,
_._...-._._.._.._..w_
.___......._......
......
1:35 PM
67.1 IF
62.8 IF
86%
30.12 in
10.0 mi
NE
�
8.1 h
mp
N/A
i Overcast
1:55 PM
67.3 IF
63.1 "F
87%
30.11 in
10.0 mi
NE
E
5.8 mph
N/A
Overcast
2:15 PM
i 67.5 °F
63.9 °F
88%
30.11 in
10.0 mi
NE
5.8 mph
N/A
Overcast
Z35 PM
67.5 IF
64.4 IF
90%
30.11 in
10.0 mi
North
i
6.9 mph
j -
NIA
Rain
Light Rain
2:55 PM
67.5 IF
64.9 IF
92%
30A 1 in
r
10.0 mi
NNE
1
1
6.9 mph
NIA
I
i Overcast
3:15 PM
68.2 IF
65.3 IF
90%
30.10 in
` 10.0 mi
NE
5.8 mph
NIA
Overcast
3:35 1
68.9 IF
65'5 IF
89%
30.10 in
i 10.0 mi
NE
8.1 mph
NIA
Light Drizzle
_
4:15 PM
68.4 IF
65.7 IF
91%
30.09 in
E 10.0 mi
NNE
5.8 mph
-
NIA
Overcast
4:35 PM
68.2 IF
65.8 IF
92%
30.09 in
10.0 mi
NNE
5.8 mph
NIA
Overcast
5:15 PM
68.2 IF
66.2 IF
93%
30.10 in
10.0 mi
NNE
4.6 mph
N/A
k Overcast
5:35 PM
67.5 IF
66.2 IF
96°k
30.10 in
7.0 mi
NNW
3.5 mph
NIA
Overcast
6:15 PM
67.1 °F
66.4 IF
98%
30.10 in
2.0 mi
North
4.6 mph
0.03 in
Rain
Light Rain
Show full METARS I METAR FAO j Comma Delimited File

http://www.wunderground.com/history/airport/KRUQ/2014/8/1 /Daily1iistory.fittirril
Time (EDT)
Temp.
Dew Point
Humidity
Pressure IVisibility
Wind Dir
Wind Speed 3 Gust Speed
Precip Events
Conditions
............
67.1 IF
..... ......................
66.6 IF
..
98%
.........
30.09 in
3.0 mi
----------
North
- - --------------
4.6 mph
---------------------
------ - ---- - ----------------------
0.09 in Rain
- -----------
Rain
6:55 PM
67.1 F
66.6 IF
98%
30.09 in
4.0 mi
North
3.6 mph
0.09 in
Mostly
Cloudy
-4
7:16 PM
67.1 IF
66.6 IF
98%
30.10 in
JL'
6,0 mi
North
3.5 mph
N/A
Overcast
7:35 PM
67.1 IF
66.6 IF
98%
30.10 in
4.0 mi
Calm
Calm
MIA
Overcast
7:55 PM
66.7 IF
65.5 IF
96%
30.10 in
7.0 m!
ME
6.8 mph
N/A
Overcast
8:15 PM
66.4 IF
64.4 IF
93%
3010 in
10.0 mi
ENE
8.1 mph
NIA
..........
Overcast
8'35 PM
66.2 IF
64.4 IF
94%
30.11 in
10.0 mi
ME
6.9 mph
MIA
j
overcast
J..........
8:55 PM
66,2 IF
64.2 IF
93%
30.11 in
10.0 mi
ME
5.8 mph
MIA
Overcast
9:15 PM
65.3 'F
64.0
94%
30.11 in
10.0 mi
ENE
6.9 mph
N/A
Overcast
9:35 PM
66.2 'F
64.2 IF
93%
30.12 in
10.0 mi
ME
3.5 mph
MIA
Overcast
9:55 PM
66.2 *F
mm_
64.4 IF
94%
30.12 In
10.0 mi
Calm
Calm
NIA
Overcast
10:15 PM
65.7 IF
64.9 IF
98%
30,13 in
10.0 mi
Calm
Calm
WA
overcast
10.35 PM
65.7 IF
64.8 'F
97%
30.13 in
10.0 mi
ENE
3.5 mph
WA
Overcast
10:55 PM
65.8 'F
64.6 *F
96%
30.13 in
10.0 mi
Calm
I Calm
.. ..
MIA
......
Overcast
11:15 PM
65.8 *F
64.6 'F
96%
30.13 in
10.0 ml
ME
6.9 mph
N/A
Overcast
11:35 PM
65.7 IF
64.2 *F
95%
30.12 in
10.0
ENE
4,6 mph
N/A
Overcast
mi
"mph
11:55pm
65.5 IF
63.9 IF
94%
30.12 in
10.0 mi
ENE
6.9,
N/A
Overcast
Show full METARS I METAR FAD I Comma Delimited File

http://www.wunderground.com/history/airport/KRUQ/2014/8/1 l/DailyHistory. html?recLcity=NA&recLstate...
Weather History for Salisbury, NC
Monday, August 11, 2014
Monday, August 11, 2014
( « Previous Day 1 August , 11 2014 • yiew�� Next Day n
Daily �i Weekly 1Monthly ) Custom
Actual
'remperature
Mean Temperature
74 "F
Max Temperature
79 °F
Min Temperature
68 °F
Degree Days
Heating Degree Days
0
Month to date heating degree days
Since 1 June heating degree days
Since 1 July heating degree days
Cooling Degree Days
8
Month to date cooling degree days
Year to date cooling degree days
Since 1 June cooling degree days
Growing Degree Days
24 (Base 50)
Moisture
Dew Point
71 °F
Average Humidity
94
Maximum Humidity
98
Minimum Humidity
79
Precipitation
Precipitation
0.27 in
Month to date precipitation
Year to date precipitation
Snow
Snow
0.00 in
Month to date snowfall
Since 1 June snowfall
Since 1 July snowfall
Snow Depth
-
Sea Level Pressure
Sea Level Pressure
30.04 in
Wind
Wind Speed
3 mph (ESE)
Max Wind Speed
7 mph
Max Gust Speed
-
Visibility
9 miles
Events
Rain
Click here for data from the nearest station with official NWS data (KCLT).
T = Trace of Precipitation, MM = Missing Value
Average (KCLT) Record {KCLT)
78 °F
88 'F 98 °F (1956)
68 °F 58 "F (1879)
0
0
3
0
13
143
1037
874
0.13 in 3.04 in(1928)
1.52
25.90
0.00 in 0.00 in (}
0.0
0.0
0.0
Source: NWS Daily Summary

http://www.wunderground.com/history/airport/KRUQ/2014/8/11/Dailyffi story. htm1?recLcity=NA &req_state...
F (I
$0
75
70
0
60
midnight) 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 111
in H9 01,-,Ai, D---
30.1
30.9
360.0
279.0
180.0
90.0
0.0
Wnd Dir (dl?g)
.. ... .. .. ..
A4 - ......
-------- . ........
mil 1 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 G 7 8 5 10 14,m,
Certify This Report
Acer Chromebook from $199
google.com/ch romebook
Everything you need in one laptop. Boots in Seconds. Learn more!
Hourly Weather History & Observations
27
24
21
18
16
hPa
1019
1016
1013
M(b
24
16
Time (EDT)
Temp.
Dew Point
Humidity
Pressure
Visibility
Win(] wr I
Wind Speed
Gust Speed Precip
Events Conditions
112: 15 AM
69.4 'F
68.9 -F
4
980%
30.09 in
7.0 mi
calm
Calm
---- - ---------
N/A
Overcast
12:35 AM
69.8 IF
69.1 IF
989%
30.09 in
7.0 mi
ENE
3.5 mph
N/A
Overcast
. . ........ ....
12:55 AM
69.8 'F
69.3 IF
98%
30.09 in
7.0 mi
Calm
Calm
N/A
Rain Light Rain
1: 15 AM
69.8 'F
69.3 'F
98%
30.09 in
........... ...
7.0 mi
East
3.5 mph
--- - ------
NIA
Light Drizzle
1:35 AM
70.0 IF
69.3 IF
98%
30-09 in
10.0 mi
ESE
4.6 mph
N/A
Overcast
1:55 AM
70.0 IF
69.3 IF
98%
30.08 in
10.0 mi
SE
4.6 mph
N/A
Overcast
215AM
. ..............
70.0 IF
...............
69.3 IF
99%
30.07 in
7.0 mi
... .......
ESE
4.6 mph
NIA
....................
Rain Rain
..... ..
2:35AM
69.8 IF
69.3 IF
98%
30.07 in
5.0 mi
Calm
Calm
i N/A
Overcast
2:55 Am
69.8 'F
69.3 'F
98%
30.07 in
7.0 mi
i
Calm
0.01 in
Overcast
315AM
69.8 IF
69.3 IF i
98%
30.06 in
10.0 mi
Cairn
Cairn
N/A
i
Overcast
i
3:35 AM
69.88 -F
69.3 `F
98%
30.06 in
10.0 mi
East
3.5 mph
.... . . ........... ...
N/A
Overcast
4:15 Am
69.4 'F
613.9 -F
98%
30.05 in
7.0 mi
East
3.5 mph
NIA
Overcast
Show full METARS I METAR FAQ I Comma Delimited File

http://www.wunderground.com/history/airport/KRUQ/2014/8/1 I /Dai ly1-listory.htmPreq-city=NA&req_state...
Time (EDT)
Temp.
Dew Point
Humidity
Pressure
Visibility
Wind Dir
Wind Speed Gust Speed
Precip
'', Events
Conditions
4:35 AM
69.4 °F
68.9 °F
96%
30,04 in
1 7.0 mi
------------------------
East
4.6 mph
NIA
Overcast
4:55 AM €
69.4 °F
68.9 °F
98%
30.04 in
7.0 mi
East
4.6 mph
N/A
Overcast
5:15 AM
69.4 °F
68.9 °F
98%
30.04 in
10.0 m'F
ESE
3.5 mph
i
NIA
Overcast
5:35 AM
69.3 °F
68.5 °F
98%
30.04 in
10.0 mi
East (
4.6 mph
NIA
Overcast
5:55 AM
68.9 °F
68.4 °F
98%
30.44 in
10.0 mi
Calm
Calm
N/A
Overcast
6:15 AM
69.1 °F
68.4 °F
98%
30.05 in
; i0.0 mi
Calm ,
Calm
NIA
Overcast
6:35 AM
68.9 °F
68.2 °F
98%
30.05 in
; 10.0 mi
ESE
3.5 mph
NIA
Overcast
6:55 AM
69.1 °F
68.2 °F
97%
30.06 in
10.0 mi
Calm
Calm
t.
NIA
Overcast
7:15 AM
69.3 °F
68.5 °F
98°k
30.06 in
10.0 mi
East
4.6 mph
3
NIA
Overcast
. .................. . ..........
i-
7:35 AM
69.4 °F
68.4 °F
96%
30.06 in
10.0 mi
ESE
E
3.5 mph
,
i
NIA
Overcast
7,55 AM
69.8 °F
68.4 °F
95%
30.06 in
10.0 mi
East
4.6 mph
'
NIA
Overcast
i
8,15 AM
69.8 °F
68.5 °F
96%
30.07 in
10.0 mi
East
3.5 mph
NIA
,
Overcast
8;35 AM
70A °F
68-7 °F
96%
30.07 in
10.0 mi
ESE i
3.5 mph
j -
N/A
Overcast
8:55 AM
70.3 °F
68.9 °F
95%
30.07 in
10.0 mi
East
4.6 mph
NIA
Overcast
9:15 AM
70.7 °F
69.1 °F
95%
30.07 in
7.0 mi
East I
5.8 mph
NIA
Rain
Rain
9:35 AM
70.9 °F
69.3 °F
95%
30.07 in
10-0 mi
East !
4.6 mph
NIA
Overcast
9:55 AM !
71.4 °F
69.4 °F
93%
30.07 in
10.0 mi
East
3.5 mph
NIA
Overcast
10:15 AM
71.6 °F
69.3'F
92%
30.07 in
i 10.0 mi
ESE (
4,6 mph
-
NIA
Overcast
1035 AM
71.6 °F
69.3 °F
y 92%
30.07 in
7.0 mi
ESE �€f
4.6 mph
j
N/A
Rain
Light Rain
10:55 AM _
71.6 °F
70.0 °F
95%
30.07 in
7.0 mi
ESE
4.6 mph
0.01 in
Drizzle
11:15 AM
71.8 °F
70.2 °F
95%
30.07 in
7.0 mi
SE
3.5 mph
0.01 in
€ Rain
Rain
11:35 AM
72.1 'F
70.9 °F
96%
30.07 in
4.0 mi
East !
3.5 mph
0.01 in
Light Drizzle
11:55 AM
72.9 °F
71.4 'F
95%
30.06 in
4.0 mi
ESE
5.8 mph
i
0,02 in
Drizzle
12:15 PM €
73.9 °F
72.3 °F
95%
30.06 in
4.0 mi
ESE ,
4.6 mph
0.01 in
tight Drizzle
12:35 PM
74.7 °F
72.1 °F
92%
30.05 in
7.0 mi
SSE
4.6 mph
0.01 in
Overcast
12:56 PM
75.2 °F
71.4 °F
88%
30.04 in
10.0 mi
SE
6.9 mph
-
0.01 in
Overcast
1:15 PM
74.8 °F
71.8 °F
90%
30.04 in
7.0 mi
SSW
4.6 mph
NIA
Overcast
1:35 PM '
74.5 °F
72.7 °F94°k
30.04 in
4.0 mi
South i
4.6 mph
0.01 in
(' Rain
Rain
{
1:55 AM
73.0 °F
721 °F
I. 98%
30.04 in
1.2 mi
South i
4.6 mph
e
019 in
Rain
Heavy Rain
2:15 PM
74.3 °F
73.0 °F
96%
30.03 in
4.0 mi
South i
5.8 mph
0.01 in
Rain
Light Rain
2:35 PM I
75.4 °F
73.2 °F
93%
30.01 in
10,0 mi
SSE I
4.6 mph
0.01 in
Overcast
2:55 PM
75.9 °F
72.5'F
89%
30.00 in
10.0 mi
Calm
Calm
0.01 in
Overcast
3:15 PM
76.8 °F
72.7 °F
87%
30.00 in
10.0 mi
SE i
3.5 mph
N/A
Overcast
3:35 PM
77.9 °F
73.6 "F
66%
30.00 in
10.0 mi
Calm
Calm
NIA
Overcast
3:55 PM
77.5 °F
72.5 °F
84%
29.99 in
10.0 mi
Calm
Calm
NIA
Overcast
4:15 PM
77.7 °F
72.5 °F
84%
29.98 in
10.0 mi
Calm
Calm
NIA
Overcast
4:35 PM
79.0 °F
72.0 °F
79%
29.97 in
10.0 mi
Calm
Calm
NIA
Overcast
4:55 PM
79.9 °F
73.6 °F
81%
29.98 in
10.0 mi
East i
3.5 mph
NIA
Overcast
---------_-._..-__..
_...__-----------------------------
Show full METARS I METAR FAO I Comma Delimited File

http://www.wunderground.com/history/airport/KRUQ/2014/8/1 I /DalIyH1story. html?req_city=NA&req_state...
Time (EDT)
Temp.
Dew Point
Humidity
Pressure -
Visibility -
Wind Dir
Wind Speed
Gust Speed
Precip
Events - Conditions
5:15 PM
........... ... ......... .a .,
77.4 °F
.,..,..,..,..,
73.4 °F
............ ... .....1...
88%
29.98 in - '�
10.0 mi
East -
4.6 mph
-,
NIA
Mostly
Cloud
5:55 PM
73.9 °F
71.1 °F
91%
29.98 in
10.0 mi
Calm
Calm
i -
0.02 in
Rain Light Rain
6:15 PM
73.6 °F
71.6 °F
93%
29.98 in i
10.0 mi
North j
5.8 mph
NIA
Light Drizzle
6:35 PM
73.4 °F
71.8'F
95%
29.98 in
10.0 mi
NNE '
3.5 mph -
NIA
CI utdy
&55 PM
73.6 °F
71.6 °F
93°k
29.98 in
10.0 mi
NNE
3.5 mph
N!A
Mostly
Cloudy
7;15 PM
73.4 °F
71.8 °F
95%
29.97 in
10.0 mi
Calm
Calm
NIA
Scattered
I Clouds
7:35 PM
73.4 °F
72.3 `F
96%
29,98 in
10.0 mi
Calm
Calm
NIA
Scattered
E
i
Clouds
13:15 PM
73.4 °F
72.7 °F
98%
29.97 in I
10.0 mi
ENE
3.5 mph
NIA
Mostly
Cloudy
8:35 PM
73.6 °F
72.7 °F
97%
29.97 in
10.0 mi
Calm
Calm
NIA
I Overcast
8:55 PM
73.6 °F
72.7 °F
97%
29.97 in
10.0 mi
East
4.6 mph
NIA
Overcast
9:15 PM
73.4'F
71.6 "F
94%
29.98 in
10.0 mi
East
3.5 mph
NIA i
Overcast
9:35 PM 73.0 °F 71.4 °F 95% 29.9E in 10.0 mi Calm Calm NIA Overcast
9:55 PM E 72.7 °F 71.2 °F 95% 29.99 in 10.0 mi East 4.6 mph NIA Overcast
Show full METARS I METAR FAQ Comma Delimited File

i
http://www,wunderground.com/history/airport/KRUQ/2014/8/18/Dai IyHistory. html?req_city=NA&ref_state...
Weather History for Salisbury, NC
Monday, August 18, 2014
Monday, August 18, 2014
« Previous Day August 18 -; 201�4 View Next Day
Daily Weekly Monthly !I Custom
Actual Average (KCLT) Record (KCLT)
Temperature
Mean Temperature
78 °F
Max Temperature
87 IF
Min Temperature
68 IF
Degree Days
Heating Degree Days
0
Month to date heating degree days
Since 1 June heating degree days
Since 1 July heating degree days
Cooling Degree Days
13
Month to date cooling degree days
Year to date cooling degree days
Since 1 June cooling degree days
Growing Degree Days
28 (Base 50)
Moisture
Dew Point
71 °F
Average Humidity
88
Maximum Humidity
100
Minimum HumidNy
61
Precipitation
Precipitation
1.03 in
Month to date precipitation
Year to date precipitation
Snow
Snow
0.00 in
Month to date snowfall
Since 1 June snowfall
Since 1 July snowfall
Snow Depth
Sea Level Pressure
Sea Level Pressure
29.89 in
Wind
Wind Speed
2 mph (SSW)
Max Wind Speed
17 mph
Max Gust Speed
25 mph
Visibility
7 miles
Events
Rain
Click here for data from the nearest station with official NVVS data (KCLT).
T = Trace of Precipitation, MM = Missing Value
77 IF
88 IF
67 IF
0
0
a
0
12
233
1127
964
0.13 in
2.46
26.66
0.00 in
0.0
0.a
0.0
101 IF (1988)
59 IF {1976)
1.75 in(1939)
0.00 in O
Source: NWS Daily Summary

'J http:llwww.wunderground.com/history/airport/KRUQ/2014/8/18/Daily1-1istory.htm1?req_city=NA&req_state...
F 0
30
85
80
75
70
65
b0
32
29
27
24
21
18
11i
midi 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 11
in H9 Bar0rnetriC Pressure hPa
30.0
29.9
29.8
297
1016
1013
1009
1006
midnighR 1 2 3 4 5 6 7 8 9 10 1 t noon 1 2 3 4 5 6 7 8 9 10 11
mph k h
3335.0
25.5
20.0
15.0
10.0
5,4
00
m
56
48
40
32
24
16
8
0
mil 1 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10 11
360,0 J, II II
270.0
180.0 E _ - 3•. I-
90.0 E _
0.0
midnight 1 2 3 4 5 6 7 8 9 10 11 noon 1 2 3 4 5 6 7 8 9 10
Certify This Report
Hourly Weather History & Observations
Time {EDT}
Temp. Heat Index
Dew Point
Humidity
Pressure
Visibility
I Wind Dir
Wind Speed Gust Speed
_ .
Precip
Events Conditions
--------
2:15 AM...,.,..,.
70.7 "F �Wyry70.0
°F
98YW4WW444
_ 29.98 ins-
5A mi -_
--._�_
Calm
�__
Calm
WA
Clear
12:35 AM
70.9 "F
70.0 "F
97%
29.98 in
7.0 mi
Calm
Calm
WA
Clear
12:55 AM
70.9 °F
70.2 IF
98%
29.97 in
5.0 mi
Calm
Calm
N1A
.
Clear
1:15 AM
70.7 °F
70.2 IF
98%
29.97 In
5.0 mi
Calm
Calm
NIA
Clear
1:35 AM
70.5 IF
70.0 IF
98%
29.97 in
5.0 mi
Calm
Calm -
NIA
Clear
1:55 AM
72.1 IF
69.8 IF
92 %
29.96 in
10.0 mi
Calm
Calm -
NIA
Clear
2:15 AM
70.7 IF
69.8 IF
97%
29.95 in
7.0 mi
Calm
Calm -
NIA
Clear
2:35 AM
70.2 °F
69.8 °F
99%
29.95 in
4.0 mi
Calm
Calm -
N/A
Clear
2:55 AM
70.7 °F
69.8 IF
97%
29.94 in
7.0 mi
Calm
Calm
NIA
Clear
3:15 AM
70.2 IF
69.8 IF
99%
29.94 in
5,0 mi
j Calm
Calm
NIA
Clear
Scattered
3:35 AM
71.4 IF
69.8 IF
95%
29.93 in
10.0 mi
Calm
Calm
NIA
Clouds
3:55 AM
70.7 °F
69.8 °F
97%
29.94 in
7.0 mi
Calm
Calm
NIA
C oudsed
Mos
4:15 AM
70.0 °F
69.4 °F
98%
29.93 in
5.0 mi
Calm
Calm
NIA
Cloutdy
4;35 AM 70.9 "F - 69.8 "F 96 % 29.93 in 7.0 mi Calm Calm
NIA
Show full METARS I METAR FAQ I Comma Delimited File

. �
�
Tim* (EDT)
Temp.
Heat Index
Dew Point
Events
Conditions
Cloudy
4:55Am
71.1'r
m.o`p
95%
xy.00m
r.om.
ou/m
ovm |
w� '
Overcast
5:15ww
ruxIF
mw`p
96%
mmnm
rnmi
.
Calm
Calm
wm .
Mostly
|
|
Cloudy
5.35^m
nm^r
ww
98%'
29.93*
a,mi
Cairn
Calm 1
m^
Overcast
-�- �-
-----
---'-
- --
- -
-- ----
--|---
---
------- -- --�----
--�----�----
s�amw
m�^p
ao��
yey
zoyxm
ro�
Calm
Calm
nm |
Mostly/
|
cluuuv
m�^r
���
vm%
nmxm
1uo,m
Calm
Calm
mm
Mostly
..
Cloumy
Cloudy
w�Aw
ns�
asx�
�%
��m
ro�
CalmCalmmw
/
Mostly
�
cmmu/
�
omxmreo
6:55mw
mm'F
69,3IF
98%
29,93m
oumi
��
'
�� '
m* |
cloud,
r/umw
mo�
mm`p
om«
o�o m
annx
Calm
Calm � '
mm '
w«�'
_
/
cmumv
ranmw
n��
am�
ee%
��,m
zoox
' Calm
CalmNIA'----
---
7:5louds
amw
n��
xn^p
oru
o�- o m
o�n�
! coCalmuaCalmmNIA�
Mostly
|
.
Cloudy
Mostly
a`sam
n�`r
no�
ea
29�3�
uu�
��
m� '
wm �
Cloudy
o�aamw
n�^p
nm�
om%
x�o in.
r�/m
Calm
Calm
NIA/
_____Cloudy~~__
Mostly
8Z5 AM
73.8 IF
70.3 IF
B9%
mmm
10.0 mi
Calm
Calm
NIA
^--' �L- -^�
Mostly
Cloudy �
9:15*m
73��
nm^p
u*m
z�v inm��
� Calm
Calm
NIA '
Overcast-
' nm�
'
nn`p
93%
euo inro�
-
Calm
--- --|-------
Calm
N/A
Mostlynoamw
Cloudy
Scattered
o:55 AM
73,4`p
/u.o`p
o`%
29y2m
./.om/
oas
o.om*h
wm
u/v"uo
10:15mw
nw`r
71.2 IF
91%
29.92m
ronm
oes
4.6 mph
wm
Clear
,u:osxm
75,2^r
71.1`p
nrm
29.92m
m.om/
Calm
calm
mm '
Clear
10:55mw
na`p
------______-_'__'_-______-_-_-_--�'�__--�_--_____]-___-____'_-__
naIF
85%
29.92 in
m�,m
Calm
Calm
NIA
Clear
11:15 AM
m,`'p
72.1`p
aom
xv�o2m
m�om/
|oovv
!*.umph
mm
Clear
11:5mw
eu1�
m��
rm�
nw
_ -,
��m
- --_-.___-_--_
mu�
1 SSW
*�m� �
wm
Clear.
�
�
Scattered
a�x�n
/rsnAm
oa��
m��
zm�
�m
�mm
1nono
smw
vom�
NIA
u:~opm
ox.z^r
------
87.1^p
-- -------
rz.o`p
-----'
nm
---------------------1
29.90n
,o.om/
� uw
x.omvh 10.4mph
mm .
oca»m»
clouts
.
mo*v
12:35pm
m�IF
moIF
71,8 IF
mm
29/90 in
10,0no
SSW
ezmph '
|
w*
Cloudy
1Z55pw
7S.3^p
'
71.8`p
mw
29o0m
,voni
SSW
6.9mv
ww
ovura,
1��owm
mu^p
oaa^r
rx��
reu
m�mm
1uom/
| uw
' 6��* � '
N/A
`
|
Cloudy
`
' |
Mostly
1o5pm
naIF
naIF
re*
mxym
10.0
! -�
�o�m .
i
NIA
Cloudy
1a5mm
81.5
mo
71.2
nm
29.8in
10.0no
.
mm
osmph / '
w*
o=x"re*
.
Clouds
2:15pw
wm�
ueo�
oo^r
68%
z�u inm��
| oa�
Calm
N/A
cma
- - _-
e:35pm
83.5IF
-
mm�
r�'r
^ -
a�
-
o�m
.
,��
$W
6yn�
N/A
-----'--
Clear--- ---
-
2:55pm
-^ - -
m,oIF
911�5 IF
72.1`F
64%
—
29.84m
—' -
`ovmi
| - --
SSW
'--- -----i
4.6 mph '
wm
Clear
Show full METARS I ME7AR FAQ I Comma Dellmiled File

<<
http://www.wunderground.com/history/airport/KRUQ/2014/8/ 18/Dai ly14istory.htm1?rec_city=NA&req_state...
Time (EDT)
Temp,
Heat index
Dew Point
Humidity
Pressure
Visibility
Wind Dlr
Wind Speed '
Gust Speed
Precip
Events
Conditions
3:15 PM
86.5 IF
92.9 IF
72.1 °F
62%
29.84 in
10.0 mi
SSW
6.9 mph
NIA
Clear
3:35 PM
86,2 "F
93,0 °F
72.5 °F
64%
29.82 in
10.0 mi
SSW
8.1 mph
NIA
Scattered
Clouds
3:55 PM
85.6 °F
91-8 IF
72.1 IF
64%
29,81 in
10.0 mi
SW
8.1 mph
NIA
Scattered
Clouds
4:15 PM
86.0 IF
92.6 °F
72.7 "F
64%
29.80 in
10.0 mi
SW
8.1 mph
NIA
Scattered
Clouds
4:35 PM
86.5 IF
92.9 IF
72.3 °F
62%
29.80 in
10.0 mi
SW
6.9 mph
N/A
Mostly
Cloudy
4:55 PM
87.8 °F
95.2 "F
72.7 "F
61%
29.80 in
10.0 mi
SSW
8.1 mph
NIA
Scattered
Clouds
Scattered
5:15 PM
85.6 IF
91.1 IF
71.2 IF
62%
29.80 in
10.0 mi
WSW
8.1 mph
N/A
Clouds
5:35 PM
84.7 "F
90.4 IF
71.6 "F
65%
29.83 in
10.0 mi
North
17.3 mph
24.2 mph
NIA
Mostly
Cloudy
5,55 PM
74.5 IF
-
68.9 IF
83%
29.84 in
10.0 mi
NNE
11.5 mph
16.1 mph
NIA
Rain
Light Rain
615 PM
73.4 °F
69.6 °F
88 %
29.87 in
5.0 mi
WNW
12.7 mph
25.3 mph
0.06 in ';
Rain
Heavy Rain
6:35 PM
70.7 °F
70.0 °F
98%
29.85 in
1.0 mi
ENE
8.1 mph
0.98 in
Rain
Heavy Rain
6:55 PM
72.0 "F
70,7 IF
96%
29.84 in
7.0 mi
SSW
3.5 mph
1.03 in
Rain
Light Rain
7:15 PM
72.9 °F
71.8 IF
96%
29,83 in
10.0 mi
Calm
Calm
NIA
Clear
7:35 PM
73.0 °F
72.5 "F
98%
29.83 in
10.0 mi
Calm
Calm
N1A
Clear
7:55 PM
72.7 °F
72.0 "F
98%
29.83 in
10.0 mi
Calm
Calm
N/A
Scattered
Clouds
Y
Scattered
8:15 PM
72.5 IF
72.0 IF
98%
29,83 in
10.0 mi
Calm
Calm
N!A
Clouds
8:35 PM
72.0 IF
71.6'F
99%
29.83 in
7.0 mi
i Calm
Calm
NIA
Scattered
Clouds
8:55 PM
71A IF
70.9 IF
99%
29.82 in
1-0 mi
! Calm
Calm
NIA
Mist
9:15 PM
71.2 °F
71.2 IF
100%
29.82 in
2.0 mi
Calm
Calm
NIA
Clear
9:35 PM
71.1 IF
-
71.1 IF
100%
29.83 in
7.0 mi
Calm
j
Calm
N/A
I
Clear
9:55 PM
70.2 °F
70.2 IF
100%
29.84 in
2.5 mi
West
3.5 mph
NIA
Clear
10:15 PM
70.7 IF
70.7 IF
100%
29.85 in
3.0 mi
Calm
Calm
NIA
Clear
10:35 PM
70.2 °F
70.2 °F
100%
29.85 in
1.2 mi
Calm
Calm
------------
N/A
Mist
M55 PM
70.5 °F
70.5 "F �
, 100%
29.86 in
2.0 mi
Cairn
Calm
N/A
Clear
11:15 PM
70.2 °F
T- T
70.2 "F�
100%
29.85 in
10.0 mi
Calm
Calm
NIA
Clear
11:35 PM
68.7 °F
68.7 "F
100%
29.84 in
1.2 mi
South
3.6 mph
NIA i
Mist
Show lull METARS I METAR FAQ I Comma Delimited File

Semi-annual Stormwater Discharee Monitorine Report
for North Carolina Division of Water Quality General Permit No. NCG030000
Date submitted jaao1-
CERTIFICATE OF COVERAGE NO. N000 SAMPLE COLLECTION YEAR O
FACILITY NAME </GSAMPLE PERIOD ❑ Jan -June ❑ Juiy-Dec
COUNTY %� or [Monthly' month
31
PERSON COLLECnTI�NG SAMPLES wn� ?%DISCHARGING TO CLASS ❑ORW QW ❑Trout ❑PNA
LABORATORY_ Lab Cert. # _1 tom . ®Zero-fl ow❑ water Supply ❑SA
Comments on sample collection or analysis: °. ��� 1��� „ Other_
'c�:
0;n PLEASE REMEMBER TO SIGN ON PAGES 2 AND/OR 3 4
0,
Part A: Stormwater Benchmarks and Monitoring Results���
❑ No discharge this period?z
Outfall No.
Date Sample
Collected'
(mo/dd/yr)
24-hour rainfall
amount,
Inches3
Total Suspended Solids
)c
pH,
Standard units
Copper
Lead
Zinc
Non -Polar O&G/
Total Petroleum
Hydrocarbons
Total Toxic
Organics5
Benchmarks ===>
-
-
100 mg/L or 50 mg/L4
6.0 — 9.0
0.007 mg/L
0.03 mg/L
0.067 mg/L
15 mg/L
1 mg/L
5t.o a
o 31
a `
3 4 ,,
. OcQ6_ L4.6
G
' Monthly sampling (instead of semi-annual) must begin with the second consecutive benchmark exceedance for the same parameter at the same outfall.
Z For sampling periods with no discharge at any single outfall, you must still submit this discharge monitoring report with a checkmark here.
3The total precipitation must be recorded using data from an on -site rain gauge. Unattended sites may be eligible for a waiver of the rain gauge requirement.
4 See General Permit, Table 3 identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
5 Total Toxic Organics sampling is applicable only for those facilities which perform metal finishing operations, manufacture semiconductors, manufacture
electronic crystals, or manufacture cathode ray tubes. For purposes of this permit the definition of Total Toxic Organics is that definition contained in the EPA
Effluent Guidelines for the facility subject to the requirement to sample (for metal finishing use the definition as found in 40 CFR 433.11; for semiconductor
manufacture use the definition as found in 40 CFR 469.12; for electronic crystal manufacture use the definition as found in 40 CFR 469.22; and for cathode ray
tube manufacture use the definition found in 40 CFR 469.31).
Permit Date: 11/1/2012-10/31/2017 SWU-245, last revised 10/25/2012
Page 1 of 3

Facilities that incorporate a solvent management plan into the Stormwater Pollution Prevention Plan may so certify, and the requirement for TTO monitoring
may be waived. The solvent management plan shall include a list of the total toxic organic compounds used and the other elements listed in the General
Permit. For those facilities electing to employ the TTO monitoring waiver, the discharger shall sign the following certification statement:
"Based upon my inquiry of the person or persons directly responsible for managing compliance with the permit monitoring requirement for total toxic organics
(TTO), I certify that to the best of my knowledge and belief, no dumping of concentrated toxic organics into the stormwater or areas which are exposed to rainfall or
Stormwater runoff has occurred since filing the last discharge monitoring report. I further certify that this facility is implementing the all the provisions of the
solvent management plan included in the Stormwater Pollution Prevention Plan."
JAsot•k K. )oY,.1S7M
Name (Print name)
S1Te IMArAAGr�_-R
Title (Print title)
4—Z4
(Signature) (Date)
Note: Results must be reported in numerical format. Do not report Below Detection Limit, BDL, <PQL, Non -detect, ND, or other similar non -numerical
format. When results are below the applicable limits, they must be reported in the format "<XX m L' where XX is the numerical value of the detection
limit, reporting limit, etc. in mg/L.
(Vote: if you report a somple value in excess of the benchmark, you must implement Tier 1, Tier 2, or Tier 3 responses. See General Permit text.
Part B: Vehicle Maintenance Area Monitoring Results: only for facilities averaging > 55 gal of new oil per month.
❑ No discharge this period?Z
Outfall No.
Date Sample
Collected,
(mo/dd/yr)
24-hour rainfall
amount,
Inches3
Non -polar 0&G/TPH by
EPA 1664 (SGT-HEM)
Total Suspended Solids
pH
Benchmarks =__>
_
-
15 mg/L
100 mg/L or 50 mg/L*
6.0 — 9.0 SU
Footnotes from Part A also apply to this Part B
* See General Permit text, Table 5, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
Permit Date: 11/1/2012-10/31/2017 SWU-245, last revised 10/25/2012
Page 2 of 3

Note: If you report a sample value in excess of the benchmark, you must implement Tier 1, Tier 2, or Tier 3 responses. See General Permit text.
FOR PART A AND PART B MONITORING RESULTS:
• A BENCHMARK EXCEEDANCE TRIGGERS TIER 1 REQUIREMENTS, SEE PERMIT PART II SECTION B.
• 2 EXCEEDANCES IN A ROW FOR THE SAME PARAMETER AT THE SAME OUTFALL TRIGGER TIER 2 REQUIREMENTS. SEE PERMIT PART II SECTION B.
TIER 3: HAS YOUR FACILITY HAD 4 OR MORE BENCHMARK EXCEEDENCES FOR THE SAME PARAMETER AT ANYONE OUTFALL? YES ❑ NO ❑
IF YES, HAVE YOU CONTACTED THE DWQ REGIONAL OFFICE? YES ❑ NO ❑
REGIONAL OFFICE CONTACT NAME:
Mail an original and one copy of this DMR, including all "No Discharge" reports, within 30 days of receipt of the lab results for at end of monitoring period
in the case of "No Discharge" reports) to:
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
YOU MUST SIGN THIS CERTIFICATION FOR ANY INFORMATION REPORTED:
"I certify, under penalty of law, that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to
assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or
those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I
am aware that there are significant pjnAiesjor submitting false information, including the possibility of fines and imprisonment for knowing violations."
(Signature of Permittee)
Permit Date: 11/1/2012-10/31/2017
1�-Za-Zo 114
(Date)
SWU-245, last revised 10/25/2012
Page 3 of 3

Meritech, Inc.
Environmental Laboratory
Laboratory Certification No. 165
Contact, Ann Evans
Client: Norandal USA
1709 Jake Alexander Blvd.S
Salisbury, NC 28146
Report Date: 8/14/2014
Date Sample Rcvd: 8/5/2014
Meritech Work Order # 08051433 Sample: Stormwater-01 Grab 7/31/14
Parameters Result Analysis Date Reporting Limit method
Total Suspended Solids
34 mg/L
8/6/14
2.5 mg/L
SM 2540 D
Copper, total
0.025 mg/L
8/9/14
0.002 mg/L
EPA 200.7
Lead, total
< 0.010 mg/L
8/9/14
0.010 mg/L
EPA 200.7
Zinc, total
0.112 mg/L
8/9/14
0.010 mg/L
EPA 200.7
Oil & Grease (HEM)
< 5 mg/L
8/7/14
5 mg/L
EPA 1664A
EPA 624
Attached
8/8/14
- -
624
EPA 625 BNA
Attached
8/8/14
- -
625
I hereby certify that I have reviewed and approve these data. �r . 4
Laboratory Representative
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax.[phone]

Client:
Project:
MERITECH, INC.
Environmental Laboratories
A Division of Water Technology and Controls, Inc.
Norandal USA Meritech IDS': 09051433
624
Client Sample 1D: Stormwater-01
Sample Collection: 07/31/14
Analysis: 08/08/14
Analyst: VWV
Dilution Factor: 1
Report Date: 08/14/14
EPA 624 VOLATILE ORGANICS
Parameter
Result
Benzene
< 1.00 ug/L
Dichlorobromomethane
< 1.00 ug/L
Bromoform
< 1.00 ug/L
Methyl Bromide
< 5.00 ug/L
Carbon Tetrachloride
< 1.00 ug/L
Chlorobenzene
< 1.00 ug/L
Chloroethane
< 5.00 u&iL
2-Chloroethyl vinyl ether
< 5.00 ug/L
Chloroform
< 1.00 ug/L
Methyl Chloride
< 5.00 ug/L
Chlorodibromomethane
< 1.00 ug/L
1,2-Dibromoethane
< 1.00 ug/L
I0-Dichloroethane
< 1.00 ug/L
1,2-Dichloroethane
< 1.00 ug/L
1,4-Dichlorobenzene
< 1,00 ug/L
1,2-Dichlorobenzene
< 1.00 ug/L.
1,3-Dichlorobenzene
< 1.00 ug/L
],I-Dichloroethylene
< 1.00 ug/L
trans-1,2-Dichloroethylene
< 1.00 ug/L
l 2-Dichloropropane
< 1.00 ug/L
cis-1,3-Dichloropropylene
< 1.00 ug/L
trans-1,3-Dichloropropylene
< 1.00 ug/L
Ethyl benzene
< 1.00 ug/L
Methylene chloride
< 1.00 ug/L
1,1,2,2-Tetrachloroethane
< I M ug/L
Tctrachloroethylene
< 1.00 ug/L
Toluene
< 1.00 uglL
1,171-Trichioroethane
< 1,00 ug/L
1,1,2-Trichloroethane
< 1.00 ug/L
Trichloroethylene
< 1.00 ug/L
Trichlorofluoromethane
< 5.00 ug/L
Vinyl chloride
< 5.00 ug/L
Additional Compounds
Acrolein
<50.0 ug/L
Acrylonitrilc
<mo ug/L
I hereby certify that 1 have reviewed and approve these data.
V
Laboratory Representative
642 Tamco Road * Reidsville, NC 27320
[phone] Ph w [phone] Fax

MERITECH, INC.
Environmental Laboratories
Y ' Laboratory Certificate #165
Client: Norandal USA Meritech ID#: 08051433
Project: 625 Analysis: 08/08/14
Client Sample ID: Stormwater 01 Extraction: 08/06/14
Sample Collection: 07/31/14 Analyst: PM
Dilution Factor: 1
EPA 625 SEMIVOLATILE ORGANICS
Parameter
Result
Parameter
Result
Acenaphthene
<10 ug/L
Fluoranthene
<10 ug/L
Acenaphthylene
<10 ug/L.
Fluorene
<10 ug/L
Anthracene
<10 uSIL
Hexachl oro benzene
<10 ug/L
Benzidine
<50 uglL
Mexachlorobutadiene
<10 ug/L
Benzo(a)anthracene
<10 ug/L
Mexachlorocyclopentadiene
<50 ug/L
Benzo(a)pyrene
<10 ug/L
Hexachloroethane
<10 ug/L
Benzo(b)fluoranthene
<10 ug/L
Indeno(1,2,3-ed)pyrene
<10 ug/L
Benzo(k)fluoranthene
<10 ug/L
Isophorone
<10 ug/L
Benzo(g,h,i)perylene
<10 ug/L
2-MethyInaphthalene
<10 ug/L.
Benzy] butyl phthalate
<10 ug/L
Naphthalene
<10 ug/L
Bis(2-chloroethoxy)methane
<10 ug/L
Nitrobenzene
<10 ug/L
Bis(2-chloroethyl)ether
<10 ug/L
N-Nitrosodimethylamine
<10 ug/L
Bis(2-chloroisopropyl)ether
<10 ug(L
N-Nitresodi-n-propylamine
<10 ug/L,
Bis(2-ethylhexyl)phthalate
< I0 ugfL
N-Nitrosodiphenylamine
<10 ug/L,
4-Bromophenyl phenyl ether
<10 ug/L
Phenanthrene
<10 ug/L
2-Chloronaphthalene
<10 ug/L
Pyrene
<10 ug/L
4-Chlorophenyl phenyl ether
<10 ug/L
1,2,4-Trichtorobenzene
<10 ug/L
Chrysene
<10 ug/L
Dibenzo(a,h)anthracene
<10 ug/L
4-C hloro-3 -methyl phenol
<10 ug/L,
1,2-Dichlorobenzene
<10 ug/L
2-Chlorophenol
<10 41.
l,3-Dichlorobenzene
<10 ugfL
2,4-Dichlorophenol
<10 ug/L.
1,4-Dichlorobenzene
<10 ugfL
2,4-Dimethylphenol
<10 ug/L,
3,Y-Dichlorobenzidine
<50 ug/L
2,4-Dinitrophcnol
<50 ug/L
Diethyl phthalate
<10 ug/L.
4,6-Dinitro-2-methylphenol
<50 ug/L
Dimethyl phthalate
<10 ug/L
2-Nitrophenol
<10 ug/L
Di-n-butyl phthalate
<10 ug/L
4-Nitrophenol
<50 ug/L
2,4-Dinitrotoluene
<10 ug/L
Pentachlorophenol
<50 ug/L
2,6-Dinitrotoluene
<10 ug/L
Phenol
<10 ug/L
Di-n-octyl phthalate
<10 ug/L
2,4,6-Trichlorophenol
<10 ug/L
1,2-Diphenylhydrazine
<10 u,/L
I herebycertify that I have reviewed and approve
fY rr
these data,
�l
Laboratory Representative
642 Tamco Road * Reidsville, NC 27320
[phone] Ph * [phone] Fax

Meritech, Inc.
Environmental Laboratory
G Laboratory Certification No. 165
Contact: Ann Evans Report Date: 8/29/2014
Client: Noranda] USA
1709 lake Alexander B1vd.S
Salisbury, NC 28146 Date Sample Rcvd: 8/5/2014
Meritech Work Order # 080514129 Sample: Stormwater-03 Grab 7/31/14
P raametgrs ResLlt Analysis Date RWrting Limit Mgthod
Total Suspended Solids
7 mg/L
8/6/14
2.5 mg/L
SM 2540 D
Copper, total
0,009 mg/L
8/27/14
0.002 mg/L
EPA 200.7
Lead, total
< 0,010 mg/L
8/27/14
0.010 mg/L
EPA 200.7
Zinc, total
0.080 mg/L
8/27/14
0.010 mg/L
EPA 200.7
Oil & Grease (HEM)
< 5 mg/L
8/7/14
5 mg/L
EPA 1664A
EPA 624
Attached
8/8/14
- -
624
EPA 625 BNA
Attached
8/8/14
- -
625
I hereby certify that I have reviewed and approve these data..
Laboratory Representative
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax.[phone]

MERITECH, INC.
Environmental Laboratories
I
'
Yh
A Division of Water Technology and Controls, Inc.
Client:
Norandal USA
Meritech ID#: 080514129
Project:
624
Analysis: 08/08/ 14
Client Sample ID:
Stormwater-03
Analyst: VWV
Sample Collection:
07/31/14
Dilution Factor: 1
Report Date: 08/14/14
EPA 624 VOLATILE ORGANICS
Parameter
Resuit
Benzene
< 1.00 ug/L
Dichlorobromomethane
< 1.00 ug/L
Bromoform
< 1.00 ug/L
Methyl Bromide
< 5.00 ug/L
Carbon Tetrachloride
< 1.00 ug/L
Chlorobenzene
< 1.00 ug/L
Chloroethane
< 5.00 ug/L
2-Chloroethyl vinyl ether
< 5.00 ug/L
Chloroform
< 1.00 ug/L
Methyl Chloride
< 5.00 ug/L
Chlorodibrotnomethane
< 1.00 ug/L
] 2-Dibromoethane
< 1.00 ug/L
],I-Dichloroethane
< 1.00 ug/L
1,2-Dichloroethane
< 1.00 ug/L
1,4-Dichlorobenzene
< 1.00 ug/L
1,2-Dichlorobenzene
< 1.00 ug/L
1,3-Dichlorobenzene
< 1.00 ug/L
1,1-Dichloroethylene
< 1.00 ug/L
trans-1,2-Dichloroethylene
< 1.00 ug/L
1,2-Dichloropropane
< 1.00 ug/L
cis-1,3-Dichloropropylene
< 1.00 uGL.
trans- l,3-Dichloropropylene
< 1.00 ug/L
Ethyl benzene
< 1.00 ug/L
Methylene chloride
< 1.00 ug/L
I.1,2,2-Tetrachloroethane
< 1.00 ug/L
Tetrachloroethylene
< 1.00 ug/L
Toluene
< 1.00 ug/L
1,1,1-Trichloroethane
< 1.00 ug/L
1,1,2-Trichloroethanc
< 1.00 ug/L
Trichloroethylene
< 1.00 ug/L
Trichlorofluoromethane
< 5.00 ug/L
Vinyl chloride
< 5.00 ug/L
Additional Cornounds
Acrolein
<50.0 ug/L.
Acrylonitrile
<10.0 ug/L
1 hereby certify that
I have reviewed and approve these data.
E(.
Laboratory Representative
642 Tamco Road " Reidsville, NC 27320
[phone] Ph * [phone] Fax

MERITECH, INC.
Environmental Laboratories
Laboratory Certificate #165
Client: Norandal USA Meritech ID#: 080514129
Project: 625 Analysis: 08/08/14
Client Sample ID: Stormwater 03 Extraction: 08/06/14
Sample Collection: 07/31/14 Analyst: PM
Dilution Factor: 1
EPA 625 SEMIVOLATILE ORGANICS
Parameter
Result
Parameter
Result
Acenaphthene
<10 ug/L
Fluoranthene
<10 ug/L
Acenaphthylene
<10 ug/L
Fluorene
<10 ug/L
Anthracene
<10 ug/L
Hexachlorobenzene
<10 uaa/L
Benzidine
<50 ug/L
Hexachlorobutadiene
<10 ug/L
Benzo(a)anthracene
<10 ug/L
Ilexachlorocyclopentadiene
<50 ug/L
Benzo(a)pyrene
<10 ug/L
Hexachloroethane
<10 ug/L
Benzo(b)fluorantherte
<10 ug/L
Indeno(1,2,3-ed)pyrene
<10 ug/L
Benzo(k)fluoranthene
<10 ug/L
Isophorone
<10 ug/L
Benzo(g,h,i)perylene
<10 ug/L
2-M ethyl n aphth alene
<10 ug/L
Benzyl bury] phthalate
<10 ug/L
Naphthalene
<10 ug/L
Bis(2-chloroethoxy)methane
<10 ug/L
Nitrobenzene
<10 ug/L
Bis(2-chloroethyl)cther
<10 ug/L
N-Nitrosodimethylamine
<10 ug/L
Bis(2-chIoroisopropy [)ether
<10 ug/L
N-Nitrosodi-n-propylamine
<10 ug/L
Bis(2-ethylhexy [)ph thal ate
< 10 ug/L
N-Nitrosodiphenylamine
<10 ug/L
4-Bromophenyl phenyl ether
<10 ug/L
Phenanthrene
<10 ugfL
2-Chloronaphthalene
<10 ug/L
Pyrene
<10 ug/L
4-Chlorophenyl phenyl ether
<10 ug/L
1,2,4-Trichlorobenzene
<10 ug/L
Chrysene
<10 ug/L
Dibenzo(a,h)anthracene
<10 ug/L
4-Chloro-3 -methyl phenol
<10 ug/L
1,2-Dichlorobenzene
<10 ug/L
2-Chlorophenol
<10 ug/L
1,3-Dichlorobenzene
<10 ug/L
2,4-Dichlorophenol
<10 ug/L
1,4-Dichlorobenzene
<10 ug/L
2,4-Dimethylphenol
<10 ug/L
3,T-Dichlorobenzidine
<50 ug/L
2,4-Din itro phenol
<50 ug/L
Diethyl phthalate
<10 ug/L
4,6-Dinitro-2-methylphenol
<50 ug/L
Dimethyl phthalate
<10 ug/L
2-Nitrophenol
<10 ug/L
Di-n-butyl phthalate
<10 ug/L
4-Nitrophenol
<50 ug/L
2,4-Dinitrotoluene
<10 ug/L
Pentachlorophenol
<50 ug/L
2,6-Dinitrotoluene
<10 ug/L
Phenol
<10 ug/L
Di-n-oetyl phthalate
<10 ug/L
2,4,6-Trichlorophenol
<10 ug/L
I.2-Diphenylhydrazine
<10 ueL
1 hereby certify that I have reviewed and approve these data. _ 67, . A2�Z
Laboratory Representative
642 Tameo Road * Reidsville, NC 27320
[phone] Ph w [phone] Fax