NCG060098_COMPLETE FILE - HISTORICAL_20190618

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
IVC& C)60(�0 / b
DOC TYPE
/1-4STORICALFILE
❑ MONITORING REPORTS
DOC DATE
❑
YYYYMMDD

June 12, 2019
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — May 2019
Tier 3 Stormwater Monitoring
Vertellus9
keel -WED
JUN 18 2019
CENTRAL F! o
D1� SECTto 3
Smart Chomistry. Our Specialty. -
VC 6- 064C)
On October 26, 2016, Vertellus Performance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls undOr Tier III stormwater notification requirements for
COD and TSS on Outfalls #1, 95, and #6.
This is to report that there was no measurable representative flow from these Outfalls on site
during a time when sampling was possible for the month of May 2019.
Please contact me at 336-834-4957 if you require additional information.
Sincerely,
Aaron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, IBC 27403
Phone. [phone] Fax. [phone] www.vertelius.com

March 8, 2019
Page 1 1
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — February 2019
Tier 3 Stonnwater Monitoring
P
Lv'Vertellus•
NEAR 18 2019
CEN j NAL FILES
UVIJR SECTION
Smart Chemistry. Our Specialty. -
On October 26, 2016, Vertellus Performance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier III stormwater notification requirements for
COD and TSS on Outfalls #1, #5, and #6.
This is to report that there was no measurable flow from these Outfalls on site during a time
when sampling was Possible for the month of February 2019.
Please contact me at 336-834-4957 if you require additional information.
Sincerely,
Aaron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www,vertellus.com

February 12, 2019
Page 1 1
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — January 2019
Tier 3 Stormwater Monitoring
n
!�''Vertellus•
Smart Chemistry. Our Specialty.-
RECEIVED
FEB 18 2019
CENTRAL FILES
DWR SECTION
IVc6--06 onyx'
On October 26, 2016, Vertellus Performance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier III stonnwater notification requirements for
COD and TSS on Outfalls #1, 95, and #6.
This is to report that there was no measurable flow from these Outfalls on site during a time
when sampling was possible for the month of January 2019.
Please contact me at 336-534-4957 if you require additional information.
Sincerely,
`Aaron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

May 3, 2019
Page 1 1
Vertelluss
Smart Chomistry. Our Specialty. -
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
MP�13L,
RE: No Flow Report — April 2019
Tier 3 Stormwater Monitoring
On October 26, 2016, Vertellus Performance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier III stormwater notification requirements for
COD and TSS on Outfalls #1, #5, and 46.
This is to report that there was no measurable representative flow from these Outfalls on site
during a time when sampling was possible for the month of April 2019.
Please contact me at 336-834-4957 if you require additional information.
Sincerely,
Aaron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

September 10, 2018
Page 1 1
N C 6- 0 660 ?�'
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — August 2018
Tier 3 Stonnwater Monitoring
P
Vertelluss
Smart Chemistry. Our Specialty:
On October 26, 2016, Vertellus Performance Materials Inc. {now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier III stormwater notification requirements for
COD and TSS on Outfalls #1, #5, and #6.
This is to report that there was no measurable flow from these Outfalls on site during a time
when sampling was possible for the month of August 2018.
Please contact me at 336-834-4957 if you require additional information.
/` /4�� - //Z- -, � �
Aaron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

June 12, 2018
Page 1 1
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — May 2018
Tier 3 Stormwater Monitoring
1
\V C C) 79
vertelluss,
Smart Chomistry. Our Spocialty:
RECEI ED
JUN 19 2018
CEN-Y SAL FILES
DWR SL=C710'k1
On October 26, 2016, Vertellus Perfonnance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier III stormwater notification requirements for
COD and TSS on Outfall #6.
This is to report that there was no measurable flow from Outfall #6 on site during a time when
sampling was possible for the month of May 201 S.
Please contact me at 336-706-2869 if you require additional information.
aron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd,
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

June 12, 2018
Page 1 1
N C Department of
Environmental Quality
Received
JUN 15 2018
Winston-Salem
Regional Office
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — May 2018
Tier 3 Stormwater Monitoring
�'''Vertellus•
Smart Chemistry. Our Specialty:
On October 26, 2016, Vertellus Performance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier III stormwater notification requirements for
COD and TSS on Outfall #6.
This is to report that there was no measurable flow from Outfall #6 on site during a time when
sampling was possible for the month of May 2018.
Please contact me at 336-706-2869 if you require additional information.
Aaron R. Kramer
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

NC Division of Water Quality.
Regional Supervisor
450 Hanes Mill Road, Suite 300
Winston-Salem, NC 27105
RE: Vertellus Greensboro LLC; Permit #: NCG060098
Tier 2 & 3 Notifications
P
LV'Vertellus•
Smart Chemistry. Our Specialty. -
February 15, 2018
Dear Ms. Knight:
Attached are results from January outfall monitoring. Please note that a mistake was made during
the January sampling. The pH of each sample should be measured before samples are sent to the
outside laboratory, however we inadvertently requested pH to be run at the outside lab which
was done approximately 10 days later. Outfall #5 is out of range with a pH of 5.4. This is the first
pH for 45 that has been out of range.
Outfall #1 tested out of range for TSS. This is the second consecutive result above the TSS limit,
with the prior from 10/23/2017. The site is evaluating possible causes and will sample again at
the next practical opportunity. This exceedance puts the site into Tier 2 monitoring requirements
for TSS at Outfall #1.
The site is adhering to Tier 3 notification requirements found in Part II, Page 8 of 12 of General
Stormwater Permit No. NCG060000 for COD at Outfall 46. The most recent result, along with prior
results were above the permit limit of 120 mg/I are in the table below. The site will continue to
investigate and attempt to determine and address the root cause of exceedances.
Date
Outfall #6 Result
COD (mg/1)
1/12/2018
281
10/23/2017
40
9/6/2017
233
9/1/2017
153
Please feel free to contact me at 336-834-4957 or via email at bstewart_@vertell_us.com if you have
any questions regarding this information.
Sincerely,
For, Vertellus Greensboro LLC
Ben Stewart
Site Director, Vertellus LLC
Vertellus
2110 W. Gate City Blvd.
Greensboro, NC 27403
RESPONSIBLE CARE Phone: [phone]
4 WOlfS ['tIM41Tu�rT{ Tp S{KT{�rd{y� fiY
www.vertellus.com

Meritech, Inc.
Environmental Laboratory
Laboratory Certification No. 165
l`
� -4
Contact: Ben Stewart Report Date: 1/26/2018
Client: Vertellus Performance
2110 High Point Rd. Project:IH2O18 Stormwater
Greensboro, NC 27403 Date Sample Rcvd: 1/16/2018
Meritech Work Order # 01161803 Sample: Outfall #1 Grab
Parameters Result
COD 68 mg/L
Total Suspended Solids 110 mg/L
Oil & Grease (HEM) <5 mg/L
pH 61 S.U.
Analysis Date Reporting Limit
1/17/18 15 mg/L
1/22/18 2.5 mg/L
1/23/18 5 mg/L
1/22/18 1.0 - 14.0 S.U.
Meritech Work Order # 01161804 Sample: Outfall #5 Grab
1/12/18
Method Oualifier
EPA 410.4
SM 2540 D
EPA 1664B
SM 4500-HB Ql
1/12/18
Parameters
Result
Analysis_Date
Reporting Limit
Method Qualifier
COD
<15 mg/L
1/17/18
1S mg/L
EPA 410.4
Total Suspended Solids
<2.5 mg/L
1/22/18
2.5 mg/L
SM 2540 D
Oil & Grease (HEM)
<5 mg/L
1/23/18
5 mg/L
EPA 1664B
pH
5.4 S.U.
1/22/18
1.0 - 14.0 S.U.
SM 4500-HB Ql
Meritech Work Order # 01161805 Sample: Outfall #6 Grab
1/12/18
Parameters
Result
Analysis Date
Reporting Limit
Method Qualifier
COD
281 mg/L
1/17/18
15 mg/L EPA 410.4
Total Suspended Solids
93 mg/L
1/22/18
2.5 mg/L SM 2540 D
Oil & Grease (HEM)
<5 mg/L
1/23/18
5 mg/L EPA 1664B
pH
6.3 S.U.
1/22/18
1.0 - 14.0 S.U. SM 4500-HB Q1
Q1 Holding time exceeded prior to receipt by the lab.
I hereby certify that I have reviewed and approve these data. ({, tt(61
Laboratory Representative
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax[phone]

Chain of Record COC
Client: Vertellus
Address: Vertellus
2110 High Point Road
Greensboro, NC 27403
Attention: Ben Stewart
email: [e-mail]
NPDES #:
Phone:
Fax:
Email:
Project:
Po #:
336-834-4957
bstewart(nbvertellus.com
1H20185tormwater
��INC.11lu��stod
li ERITECH I
Aioz Environmental Laboratories
A Division of Water Technology and Control, Inc.
642 Tamco Rd Phone [phone]
Reidsville, NC Fax: [phone]
27320 Email: [e-mail]
Web Site: www.meritech-labs.com
Turn Around Time*
Std (10 d
)
3 - 5 Day
l
24 - 48 Hr
G�
Sample
Location/lD #
Sampling Dates & Times
Person Taking Sample {Signature): ��
Lab Use Only
START
END
Comp?
Grab?
#of
Conts.
Tests Required
on
Ice?
pH OK?
C12 OK?
Date
Time
Date
Time
Outfall #1
1/12/2018
1:30 PM
Grab
1
Oil and Grease
ye
Outfall #1
1/12/2018
1:30 PM
Grab
1
Total Suspended Solids
yes
Outfall #1
1/12/2018
1:30 PM
Grab
1
COD
yes
Outfall #5
1/12/2018
1:30 PM
Grab
1
Oil and Grease
C
yes
Outfall #5
1/12/2018
1:30 PM
Grab
1
Total Suspended Solids
yes
Outfall #5
1/12/2018
1:30 PM
Grab
1
COD
yes
Outfall #6
1/12/2018
1:30 PM
Grab
1
Oil and Grease
0 S
yes
Outfall #6
1/12/2018
1:30 PM
Grab
1
Total Suspended Solids
P
yes
Outfall #6
1/12/2018 1
1.30 PM
I
Grab
1
COD
yes
Method of Shipment:
Comments:
❑ UPS
❑ Fed Ex
and Delivery
[—] Other
Will these results be used for regulatory purposes?
Yes 1XX No
*RUSH work must be approved prior to submitting samples.
Relinquished by: f' Date: r I� i q o Tim
ReceI d h : - bat Time:
Rer q 's d by: D e: Time:
Rec ved by: bate: Time:
Relinquished by: Date:
Time:
Rece ad -A i b by:
Date
Timer J !/
V i

SEMI-ANNUAL STORMWATER DISCHARGE MONITORING REPORT
for North Carolina Division of Water Quality General Permit No. NCG060000
Date submitted 2/15/2018
CERTIFICATE OF COVERAGE NO. NCG06 0098
FACILITY NAME Vertellus Greensboro LLC
COUNTY Guilford
PERSON COLLECTING SAMPLES Ben Stewart
LABORATORY Meritech Lab Cert. # 165
Part A: Stormwater Benchmarks and Monitoring Results
iotat event roinfoll' 1.24" or ❑ No dischorge this period'
Outfall No.
Sample Collected,
mo/dd/yr
TSS,
mg/L
pH,
Standard units
COD,
mg/L
Oil and Grease,
mg/L
Fecal Coliforml,
Colonies per 100 ml
Enterococcll,
Colonies per 100 ml
Benchmark
-
100 or 504
Within 6.0 — 9.0
120
30
1000
500
01
1/12/2018
110
6.1
68
<5
n/a
n/a
02
Representative
---
---
---
---
n/a
n/a
03
Representative
---
---
---
---
n/a
n/a
04
Representative
---
---
---
---
n/a
n/a
05
1/12/2018
<2.5
5.4
<15
<5
n/a
n/a
06
1/12/2018
93
6.3
281
<5
n/a
n/a
1 Only applies to facilities that use/process meats.
z The total precipitation must be recorded using data from an on -site rain gauge.
3 For sampling periods with no discharge at any outfalis. You must still submit this discharge monitoring report with a checkmark here.
4See General Permit text, Table 3, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
Did this facility perform Vehicle Maintenance Activities using more than 55 gallons of new motor oil per month? ❑ yes ® no
Part B: Vehicle Maintenance Area Monitoring Results: only for facilities averaging > 55 gal of new motor oil/month.
Outfall No.
Sample Collected,
mo/dd/yr
Oil and Grease,
mg/L
TSS,
mg/L
pH,
Standard units
New Motor Oil Usage,
Annual average gal/mo
Benchmark
-
30
100 or 504
6.0 — 9.0
-
1 Only applies to facilities that use/process meats.
z The total precipitation must be recorded using data from an on -site rain gauge.
For sampling periods with no discharge at any outfalls, you must still submit this discharge monitoring report with a checkmark here.
°See General Permit text, Table 3, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
(if yes, complete Part B)
SWU-249 Last Revised: October 18, 2012
Page 1 of 2

*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: _Winston Salem Regional Office_
Mail on original and one copy of this OMR, including all "No Discharge" reports, within 30 day_s of receipt o f the lab results ror 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, NC 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 penalties for submitting false
information, including the possibility of fines and imprisonment for knowing violations."
2/15/2018
(Signature of Permittee) (Date)
Additional copies of this form may be downloaded at: http://portal.ncdenr.org/web/wq/ws/su/npdessw#tab-4
SWU-249 Last Revised: October 18, 2012
Page 2 of 2

NC Division of Water Quality.
Regional Supervisor
450 Hanes Mill Road, Suite 300
Winston-Salem, NC 27105
NC Department of
Environmental Quality
Received
FEB 2 1 2018
Winston-Salem s
Regional Office 'x
RE: Vertellus Greensboro LLC; Permit #: NCG060098
Tier 2 & 3 Notifications
P
L�''Vertellus•
Smart Chemistry. Our Specialty:
February 15, 2018
Dear Ms, Knight:
Attached are results from January outfall monitoring. Please note that a mistake was made during
the January sampling. The pH of each sample should be measured before samples are sent to the
outside iaboratory, however we inadvertently requested pH to be run at the outside lab which
was done approximately 10 days later. Outfall #5 is out of range with a pH of 5.4. This is the first
pH for #5 that has been out of range.
Outfall #1 tested out of range for TSS. This is the second consecutive result above the TSS limit,
with the prior from 10/23/2017. The site is evaluating possible causes and will sample again at
the next practical opportunity. This exceedance puts the site into Tier 2 monitoring requirements
for TSS at Outfall #1.
The site is adhering to Tier 3 notification requirements found in Part II, Page 8 of 12 of General
Stormwater Permit No. NCG060000 for COD at Outfall #6. The most recent result, along with prior
results were above the permit limit of 120 mg/I are in the table below. The site will continue to
investigate and attempt to determine and address the root cause of exceedances.
Date
Outfall #6 Result
COD (mg/1)
1/12/2018
281
10/23/2017
40
9/6/2017
233
9/1/2017
153
Please feel free to contact me at 336-834-4957 or via email at [e-mail] if you have
any questions regarding this information.
Sincerely
For, Vertellus Greensboro LLC
Ben Stewart
Site Director, Vertellus LLC
vertellus
2110 W. Gate City Blvd,
Greensboro, NC 27403
Y REsPorrslBLE CARE Phone: [phone]
www.vertellus.com

Meritech, Inc.
Environmental Laboratory
Laboratory Certification No. 165
Contact: Ben Stewart Report Date: 1/26/2018
Client: Vertellus Performance
2110 High Point Rd. Project; IH2018 Stormwater
Greensboro, NC 27403 Date Sample Rcvd: 1/16/2018
Meritech Work Order # 01161803 Sample: Outfall #1 Grab
Parameters Result Analysis Date Reporting Limit
1/12/18
Method Qualifier
COD
68 mg/L
1/17/18
15 mg/L EPA 410.4
Total Suspended Solids
110 mg/L
1/22/18
2.5 mg/L SM 2540 D
Oil & Grease (HEM)
<5 mg/L
1/23/18
5 mg/L EPA 1664B
pH
6.1 S.U.
1/22/18
1.0 - 14.0 S.U. SM 4500-HB Q1
Meritech Work Order # 01161804 Sample: Outfall #5 Grab
1/12/18
Parameters
Result
Analysis Date
Reporting Limit
Method Qualifier
COD
<15 mg/L
1/17/18
15 mg/L
EPA 410.4
Total Suspended Solids
<2.5 mg/L
1/22/18
2.5 mg/L
SM 2540 D
Oil & Grease (HEM)
<5 mg/L
1/23/18
5 mg/L
EPA 1664B
pH
5.4 S.U.
1/22/18
1.0 - 14.0 S.U.
SM 4500-HB Q1
Meritech Work Order # 01161805 Sample: Outfall #6 Grab
1/12/18
Parameters
Result
Analysis Date
Reporting Limit
Method Qualifier
COD
281 mg/L
1/17/18
15 mg/L EPA 410.4
Total Suspended Solids
93 mg/L
1/22/18
2.5 mg/L SM 2540 D
Oil & Grease (HEM)
<5 mg/L
1/23/18
5 mg/L EPA 1664B
pH
6.3 S.U.
1/22/18
1.0 - 14.0 S.U. SM 4500-HB Q1
Q1 Holding time exceeded prior to receipt by the lab.
I hereby certify that I have reviewed and approve these data.
Laboratory Representative
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax[phone]

Chain of Custody Record COC
Client: Verteilus
Address: Vertellus
2110 High Point Road
Greensboro, NC 27403
Attention: Ben Stewart
email: [e-mail]
NPDES #:
Phone:
Fax:
:
Email:
Project:
Po #:
336-834-4957
bStewartRvertelIus. corn
1H2018 Stormwa ter
MERE A ECH INC.
Environmental Laboratories
ATA Division of Water Technology and Control, Inc.
642 Tamco Rd Phone [phone]
Reidsville, NC Fax: [phone]
27320 Email: wtclab(c-�bellsouth.net
Web Site: www.meritech-labs.com
Turn Around Time*
Std (10 d
3 - 5 Day
[�
24 -48 Hr
Sample
Location/lD #
Sampling Dates & Times
Person Taking Sample (Signature): c' _�
Lab Use Only
START
END
Comp?
Grab?
of
Conts.
Tests Required
On
Ice?
pH OK?
C12 OK?
Date
Time
Date
Time
Outfall #1
1/12/2018
1:30 PM
Grab
1
Oil and Grease
ye
Outfall #1
1/12/2018
1:30 PM
Grab
1
Total Suspended Solids
yes
Outfall #1
1/12/2018
1:30 PM
Grab
1
COD
yes
Outfall #5
1/12/2018
1:30 PM
Grab
1
Oil and Grease
L
yes
Outfall #5
1/12/2018
1:30 PM
Grab
1
Total Suspended Solids
yes
Outfall #5
1/12/2018
1:30 PM
Grab
1
COD
yes
Outfall #6
1/12/2018
1:30 PM
Grab
1
Oil and Grease
OS
yes
Outfall #6
1112i2018
1:30 PM
Grab
1
Total Suspended Solids
P
yes
Outfall #6
1/12/2018
1:30 PM
Grab
1
COD
yes
Method of Shipment:
Comments:
❑ UPS
Fed Ex
014'and Delivery
''
Other
Will these results be used for regulatory purposes?
Yes JXX I No
RUSH work must be approved prior to submitting samples.
Relinquished by I, v bate: ±� j q L� Time
U
Retel d b : - Oat _ I �71me: I /�
Rel' q 's d hy: D e: Time:
C) �-13 C'
Rec ved by: Date: Tlme:
Relinquished by: Date:
Time:
Recey by:
Date
Timer
FM

SEMI-ANNUAL STORMWATER DISCHARGE MONITORING REPORT
for North Carolina Division of Water Quality General Permit No. NCG060000
Date submitted 2/15/2018
CERTIFICATE OF COVERAGE NO. NCG06 0098
FACILITY NAME Vertellus Greensboro LLC
COUNTY Guilford
PERSON COLLECTING SAMPLES Ben Stewart
LABORATORY Meritech Lab Cert. # 165
Part A: Stormwater Benchmarks and Monitoring Results
Total event rainfall z 1.24" or ❑ No discharge this period
Outfall No.
Sample Collected,
mo/dd/yr
TSS,
mg/L
pH,
Standard units
COD,
mg/L
oil and Grease,
mg/L
Fecal Coliforml,
Colonies per 30U ml
Enterococci',
Colonies per 100 ml.
Benchmark
-
100 or 501
Within 6.0 — 9.0
120
30
1000
500
01
1/12/2018
110
6A
68
<5
n/a
n/a
02
Representative
---
---
---
---
n/a
n/a
03
Representative
---
-
-
---
n/a
n/a
04
Representative
---
---
---
--
n/a
n/a
05
1/12/2018
<2.5
5.4
<15
<5
n/a
n/a
06
1/12/2018
93
6.3
281
<S
n/a
n/a
1 Only applies to facilities that use/process meats.
2 The total precipitation must be recorded using data from an on -site rain gauge.
3 For sampling periods with no discharge at any outfalls. You must still submit this discharge monitoring report with a checkmark here.
'See General Permit text, Table 3, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
Did this facility perform Vehicle Maintenance Activities using more than 55 gallons of new motor oil per month? Q yes ® no
Part B: Vehicle Maintenance Area Monitoring Results: only for facilities averaging > 55 gal of new motor oil/month.
Outfall No.
Sample Collected,
mo/dd/yr
oil and Grease,
mg/L
TSS,
mg/L
pH,
Standard units
New Motor Oil usage,
Anneal average gal/mo
Benchmark
-
30
100 or 504
6.0 — 9.0
-
1 Only applies to facilities that use/process meats.
2 The total precipitation must be recorded using data from an on -site rain gauge.
3 For sampling periods with no discharge at any outfalls, you must still submit this discharge monitoring report with a checkmark here.
'See General Permit text, Table 3, identifying the especially sensitive receiving water classifications where the more protective benchmark applies.
(if ves, complete Part B)
SWU-249 Fast Revised: October 18, 2012
Page l of 2

* FOR PART A AN D PART B MON ITORI NG RESU LTS:
• 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: _Winston Salem Regional Office_
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 period in the case of "No Discharge" reports) to:
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 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 penalties for submitting false
information, including the possibility of fines and imprisonment for knowing violations."
(Signature of Permittee)
2/15/2018
(Date)
Additional copies of this form may be downloaded at: http://Portal.ncdenr.org/web/wq/ws/su/npdessw#tab-4
S WU-249
1-ast Revised: October 18, 2012
Page 2 ol' 2

March 29, 2017
Page 1 1
NC�' 0 6 0 C) 179
Division of Water Quality
Attn: DWQ Central Files
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: No Flow Report — February, 2017
Tier II Stormwater Monitoring
n
�v'Vertellus•
Smart Chemistry. Our Specialty. -
RECEIVED
APR 0 5 2017
CENTRAL FILES
DWR SECTION
On October 26, 2016, Vertellus Performance Materials Inc. (now Vertellus Greensboro LLC)
submitted notification that the site falls under Tier 11 stormwater notification requirements for
COD and TSS on Outfall #6.
This is to report that there was no measurable flow from Outfall #6 on site during a time when
sampling was possible for the month of February 2017.
Please contact me at 336-834-4903 if you require additional information.
Michelle Kareis
EHS Manager
Vertellus Greensboro LLC
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

'14
ri
L�'Vertellus
Smart Chemistry. Our Specialty:
May 8, 2017 NC Department of
Environmental Quality
Received
r,
4W .
NC Division of Water Quality. ` MAY 3 0 2017
Regional Supervisor
450 Hanes Mill Road, Suite 300 Winston-Salem
Winston-Salem, NC 27105 Regional Office
RE: Vertellus Greensboro LLC; Permit #: CG060098
Tier 3 Notification
COD from Outfall #6
Dear Ms. Knight:
Attached please find the results of stormwater sampling conducted on Outfall #6 on 3/28/2017.
The COD result reported, 250 mg/I, is greater than the permit limit of 120 mg/I.
This result is the fourth COD result reported above the permit limit for the permit period 11/2013
— 1/1/2018. For this reason, we are notifying DWQ according to Tier 3 notification requirements
found in Part II, Page 8 of 12 of General Stormwater Permit No. NCG060000. Previous COD results
for Outfall #6 identified above the permit limit were identified on the following dates:
Date
Result (mg/1)
9/19/2016
137
4/22/2016
897
6/2/2015
7110
The site will conduct additional monitoring as practicable during the next measurable rainfall
events to attempt to determine the potential causes of this discrepancy and will undertake
corrective actions as identified.
Please feel free to contact me at 335-834-4903 or via email at [e-mail] if you have
any questions regarding this information.
Sincerely,
For, Vertellus Greensboro LLC
Michelle Kareis
EHS Manager, Vertellus LLC
Vertellus
2110 W. Gate City Blvd.
Greensboro, NC 27403
RESPONSIBLE CARE Phone: [phone]
ow cow rmru ro utiuim a trt
www.vertellus.com

Meritech, Inc.
Environmental Laboratory
Laboratory Certification No.165
y
Contact: Michelle Kareis Report bate: 4/11/2017
Client: Vertellus Performance
2110 High Point Rd. Project:1H2O15 Stormwater
Greensboro, NC 27403 Date Sample Rcvd: 4/3/2017
Meritech Work Order # 04031705 Sample: Outfall #6 Grah 3/28/17
Parameters Result Analysis Date Reporting Limit Method
COD
250 mg/L
4/7/17
15 mg/L EPA 410.4
Total Suspended Solids
14 mg/L
4/4/17
2.5 mg/L SM 2540 D
Oil & Grease (1-fEM)
<5 mg/L
4/4/17
5 mg/L EPA 1664A
I hereby certify that I have reviewed and approve these data.
Laboratory Representative
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax[phone]

Chain of Custody Record COC
Clierit: VertelluS
Address: Vertellus
2110 High Point Road
Greensboro, NC 27403
Attention: Michelle Kareis
email: [e-mail]
NPDES#:
Phone: -336-834-4903
Fax:
Email: mkareisAvertellus_com
Project: 1H2O15Stormwater
Po#:
MERITECI-I INC.
Environmental Laboratories
A Division of Water Technology and Control, Inc.
642 Tamco Rd Phone [phone]
Reidsville, NC Fax: [phone]
27320 Email: wtclaha-bellsouth.net
Web Site: www.rneritech-labs.com
Turn Around Time*
Says) ( 0 days)
3 - 5 Day
24 - 48 Hr
0
Sample
LocationllD #
Sampling Dates & Times
L
Person Taking Sample (Signature):
Lab Use Only
START
END
Comp?
Grab?
#or
Conts.
Tests Required
1
on
Ire-? I
pH OK?
Clz OK?
Date
Time
Date
Time
Outfall #6
3/2812017
6:20 AM
Grab
1
Oil and Grease
yes �L
Outfall #6
3/28/2017
6:20 AM
Grab
1
ITotal Suspended Solids
yes
Outfall #6
3/28/2017
6:20 AM
Grab
I.
COD
yes
Method of Shipment:
Comments:
UPS
❑ Fed Ex
and Delivery
Other
_(
Will these results be used for regulatory purposes?
Yes xx No
RUSH work must be approved prior to submitting samples.
Rellnq ' ed by. Date; Time:
/ 7 %LL�I ,� ( l S
Recei by 1) Time:
�{ 3 7
Reli °i h try kale:' Time:
J� �+,� / '� % Y7 ()oi
Received by: Date: Time:
gel nquished by: Date:
Time:
Ree eWVT58y:
3D t
TI e;
��r

GREENSBORO
N®RIN. CAROLENA
WATER RESOURCES
January 23, 2017
Michelle Kareis
Vertellus
2110 W Gate City Blvd
Greensboro, NC 27403
RE: Industrial Compliance Inspection
Inspection location: Vertellus
2110 W Gate City Blvd
SW Permit #: NC6060098
Dear Ms. Kareis:
On January 23, 2017 the City of Greensboro Stormwaler Management Division completed an
industrial compliance inspection of Vertellus. I.,ocal regulations permit an inspection of industrial
facilities under authority granted by City of Greensboro Code of Ordinance Chapter 30, Article
1.2, Section 7.1 (C-S). `rhis inspection consisted of two parts: a review of the facility files/records
and an on -site facility inspection.
The inspection was performed by McKenzie Smith, and the following deficiencies/observations
were noted during the inspection.
Stormwater Pollution Prevention PlanlSpill Plan Review
Site Maps and SWP3
• No deficiencies observed.
,Spill Prevention and Response Piton
d Please update the SWPPP plan to'include.a current list of significant spills or leaks that
have occurred in the year of 2016.
Monitoring
e No deficiencies observed.
Employee Training
No deficiencies observed.
PO BOX 1170 - GREENSBORO NC 27402-1170 • WWW,GREENSBORO-NC..GOV • 336-373-C1.TY (2489)

Ms. Kareis
January 23, 2017
Page 2
Site Inspection
Preventative Maintenance/Good Housekeephig
*'No deficiencies observed..
Non-Stormwater Discharges
e . No deficiencies observed. .
It is recommended'that Vertellus take appropriate actions to correct the noted deficiencies. If you
have any questions concerning this inspection, please contact me at 336-373-7665 or
McKenzie.Smith@agreen sboro-nc. gov.
Sincerely,
1111174�_ _�,_
McKenzie Smith, Water Quality Specialist
City of Greensboro, Water Resources Department
cc: Peter Schneider, Water Quality Supervisor
Glen Whitey N.C. Dept., of: Environment Quality
Industrial Inspection File

PAT MCCRORY
DONALD R. VAN DER VAART
Energy, A9ineral '
and Land Resources
ENVIRONMENTAL QUALITY
December 22, 2016
Mr. Benjamin D. Stewart
Vertellus Greensboro, LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
.,ecltrr„ ;
TRACY DAVIS
Uirccio.,
REECEIVEQ
DEC 2 8 2016
CENTRAL FILES
DWR SECTION
Subject: NPDES Stormwater Permit NCG060098
Vertellus Greensboro, LLC
Formerly Vertellus Performance
Materials, Inc.
Guilford County
Dear Mr. Stewart:
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. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land
Resources
cc: Winston-Salem Regional Office
Stormwater Permitting Program Files
Central Files
Slate of North Carolina J Environmental Quality J Energy, Mineral and Land Resources
1612 Mail Service Center J 512 North Salisbury Street J Raleigh, North 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. NCG060000
CERTIFICATE OF COVERAGE No. NCG060098
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,
Vertellus Greensboro, LLC
is hereby authorized to discharge stormwater from a facility located at:
Vertellus Greensboro, LLC
2110 High Point Road
Greensboro
Guilford County
to receiving waters designated as North Buffalo Creek, a class WS-V; NSW waterbody in the
Cape Fear River Basin; in accordance with the effluent limitations, monitoring requirements, and
other conditions set forth in Parts 1, I1, 111, and IV of General Permit No. NCG060000 as
attached.
This certificate of coverage shall become effective December 22, 2016.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day December 22, 2016.
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

r.
�1-''Vertellus°
November 2, 2016
NC DENR
Division of Energy, Mineral, and Land Resources
Land Quality Section / Stormwater Permitting
1612 Mail Service Center
Raleigh, NC 27699- l 612
RE. Notice of Acquisition of Greensboro Operation of
Vertellus Performance Materials Inc.
On May 31, 2016, Vertellus Performance Materials Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter I 1 of Title l I of the United States Code with the
United States Bankruptcy Court for the District of Delaware, captioned In re Vertellus
Specialties Inc., etal, Case No. 16-1 1290 (Bankr. D. Del.)
Pursuant to an order entered by the Bankruptcy Court on October 31, 2016, Vertellus Greensboro
LLC will acquire the real property and manufacturing assets located at the Vertellus Performance
Materials site located at 2110 W. Gate City Blvd., Greensboro, NC 27403.
Please note that the site submitted an initial request for ownership transfer on 9/12/2016 to
transfer from Vertellus Performance Materials to Vertellus LLC in anticipation of closure of the
bankruptcy case on 9/30/2016. However, that close on 9/30/2016 as Vertellus LLC did not
occur. Instead, the Bankruptcy close occurred on 10/31/2016 and the new ownership of the
property is by Vertellus Greensboro LLC.
Enclosed is the updated Permit Name/Ownership Change Form submitted to effectuate the
transfer of Vertellus Performance Materials Inc. to Vertellus Greensboro LLC. Please contact
myself or Mic elle Kareis at 336-834-4903 if you have any questions.
LzCtI r�
Benjamin D. Stewart
Site Director
Vertellus Performance Materials Inc.
Attachments
�p ORA1!ty
rT11VG
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

Am!y
Division of Energy, Mineral & Land Resources
Land Quality Section/Stormwater Permitting
NC®ENR
National Pollutant Discharge Elimination System
E-....E —N.., -pr— cn
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year
Manth
Da
L Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
1V C S 16 1 1 1 1 N IS 16
II. Permit status prior to requested change. p
a. Permit issued to (company name): Ar'F e � L)3 :Pad;rma zi .o &Id LP%, ro s—kc.
b. Person legally responsible for permit: ' ,-CA � "7 SeI /h
first M I Last
Title
Z1f0 bell C :W WeJ
Permit Holder Mailing Address
f PPrI s borp yU c_ -Z;? y 0-3
City- State Zip
Phone Fax
c. Facility name (discharge): I%/-1a2 s RPA4=4 Ald- LPr` 13 �vu .
d. Facility address: 5 o me
Address
City State Zip
e. Facility contact person: /i.{rUkzelle /&/yiS (3.30 f5-3 Y `yyOZ
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:
b. Permit issued to (company name): "/ e_/ /y en_S h0�P,4. L C
c. Person legally responsible for permit: y1
First M I Last
R—ECEIVED Title
S; EP 1�,rP
NOV 0 7 2016 2 i& 01fo{
Permit Holder Mailino Address
I),`NR-LAND QUALITY 6-f-wrJSbPIy
ST()Rl`0'NAfER PERMITTING City State Zip
Phone E-mail Address
d. Facility name (discharge): _UL/e[L✓5 C.LG _
e. Facility address: Sk .rt e_
Address _
City State Zip
f. Facility contact person: 44r tlG lle kaleis
First MI Last
(13 6 4 3 y-V D3 Oj /Marv. s 60 VQ/holes 4a47
Phone E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: P
First M1 Last
j�/�S I�iI�Yldrrr
;tle
!Nailing Add ess
6tem5bo /u(-
City State Zip
(331-) �--Iy-YMJ M ev r/C�l/�`lJl•ct�ti
Phone F-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR NIIISSING:
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.
PE 41TTEE CERTIFICATION (Permit holder prior to ownership change):
I, S , 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 Call required supporting information is not included, this application package will be
returned as-in2omplete.
f /
Signature Date
APPLICANT CERTIFICATION
I, 9a , 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 ' complete.
///z,
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Pernitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 27, 2014

Case 16-11290-CSS Doc °-- —' ""' Docket gp392 tale Filed: 0910812016
1N 771E UNITFD STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: Chapter 11
Vertellus Specialties Inc., et al..' Case No. 16-112W (CSS)
Debtors. (jointly Administered)
x Related Dkt Nos. 16, 169, 172, 182, 292, 302, 304
_ ------ 344,349 and 388
ORDER (A) APPROVING AND AUTHORIZING SALE OF SUBSTANTIALLY
ALL OF DEBTORS' ASSETS PURSUANT TO PURCHASER'S
ASSET PURCHASE AGREEMENT, FREE AND CLEAR OF ALL LIENS,
CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, (11) APPROVING
THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY
CONTRACTS AND UNEXPIRED LEASES RELATED THERE TO,
AND C CRAM1 1'IN RELATED RELIEF
This matter is before the Court on the motion (the "Motion.)" of the above -captioned
debtors (the " cb[ rs") for the entry of an order pursuant to seeuous 105(a), 363 and 365 of tide
1 I of the United States Code (the 'Bankruptcy Code"), Rules 2002, 6004, 6006, 9007 and 9014
of the Federal Rules of Bankruptcy Procedure (as amended from tune to lime, the "Bankruptcy
Rules" ), and Rules 2002-1 and 6004-1 of the 3 ocal Rules of Bankruptcy Practice and Procedure
of the Bankruptcy Court for the District of Delaware (the "Local Rules') (a) outhoriring the sale
of the Purchased Assets free and clear of liens, claims, encumbrances, and other interests, except
as provided by the Asset Purchase Agreement to Valencia Bidco LLC (the "Purchases'); (b)
The Debo n in these hapter 11 —, alnng with the fast fnur digits of each Debtor'. fcdcr J tax idauificetioo
number, are: Vcrteltus Spcci[lues Boldings Corp. (9569); Vertelltu Specialties Inc. (7240); Vuullus
Agriculture & Nutrition Specialties LLC (5687); Tibbs Avenue Company (9642); Veneltus Specialties PA LLC
(OM); Vertellua health & Specialty Products LLC (6321); Venrilus Specialties MI LLC (0398); Vecullus
Performance Materials Inc. (7461); Rutherford ChemicalsLLC(8979); Solar Aluminum Technology Services
(dlWa S.A,L.T.S.) (3632); and MRM Toluic Company, lac. (0544). The mailing address of each of the Debtors,
solely fm purposes ofnotices end communications, is 201 N. Illinois Slmet, Suite 1800, Indienupuus, IN 46204.
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 2 of 33
approving the assumption and assignment of certain of the Debtors' executory contracts and
unexpired leases related thereto; and (c) granting related relief; and the Court having heard
statements of counsel and the evidence presented in support of the relief requested by the
Debtors in the Sale Motion at a hearing before the Court on September 7, 2016 (the "Sale
Hearin '); and it appealing that the Court has jurisdiction over this matter, and it further
appearing that the legal and factual bases set forth in the Sale Motion and at the Sale Hearing
establisb just cause for the relief granted herein; and after due deliberation thereon,
THE COURT HEREBY FINDS AND DETERMINES THAT:
I. Jurisdiction, Final Order and Statutory Predicates
A. The Court has jurisdiction to hear and determine the Sale Motion pursuant to 28
U.S.C. §§ 157(b)(1) and t334(a) and the Amended Standing Order of Reference from the United
States District Court for the District of Delaware dated as of February 29, 2012. This is a core
proceeding pursuant to 28 U.S.C. § 157(b)(2XA), (N) and (0). Venue is proper in this District
and in the Court pursuant to 28 U.S.C. §§ 1408 and 1409.
B. 'Ibis order constitutes a final and appealable order within the meaning of 28
U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent
necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure,
as made applicable by Bankruptcy Rude 7054, the Court expressly finds that there is no just
reason for delay in the implementation of this order, and expressly directs entry of judgment as
set forth herein.
C. The statutory predicates for the relief requested in the Sale Motion are sections
105(a), 363(b), (0, and (m), and 365 of the Bankruptcy Code and Bankruptcy Rules 2002(a)(2),
6004(a), (b), (c), (e), (f) and (h), 6006(a), (c) and (d), 9DD7 and 9014.
' Capitalized terms used but not otherwise dtfined herein shall have the meanings ascrlbcd to them in the Mntina
11111111111111MIN 1111111111111111111111111111111 -2-
FJeS'f1127952823.d 1611290160f)(1800000OW0004 a.sa71127932823.6

Case 16-11290-CSS Doc 392 Filed 09/08116 Page 3 n133
D. The Court entered the Bidding Procedures Order on June 29, 2016 [Dkt. No. 1691.
E. The findings of fact and conclusions of law set forth herein constitute the Court's
findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to
this proceeding pursuant to Bankruptcy Rule 9014.
F. To the extent any of the following findings of fact constitute conclusions of law,
they are hereby adopted as such. To the extent any of the following conclusions of law
constitute findings of fact, they are hereby adopted as such. Any findings of fact or conclusions
of law stated by the Court on the record at the Sale Hearing are hereby incorporated, to the extent
they are not inconsistent herewith.
G. In the absence of a stay pending appeal, the Purchaser, being a good faith
purchaser under section 363(m) of the Bankruptcy Code, may close the transaction contemplated
by the Final APA (as defused herein) at any time after entry of this Sale Order, and cause has
been shown as to why this Sale Order should not be subject to the stay provided by Bankruptcy
Rules 6004(h) and 6006(d).
11. Notice of the Sale, Auction and the Cure Amounts
A. In compliance with the Bidding Procedures Order, actual written notice of the
Sale Motion, the Sale Hearing, the assumption and assignment of the Assumed Executory
Contracts (as defined below) and a reasonable opportunity to object or be heard with respect to
the Sale Motion and the relief requested therein have been afforded to all known interested
persons and entities, including, but not limited to the following parties (the "Notice. Parties�: (i)
the United States Trustee; (ii) counsel to the Committee; (iii) counsel to the DIP Agent (kv)
counsel to the DIP Lenders; (v) counsel to the Prepetilion Term Lenders; (vi) the Term Loan
Agent; (vii) the Securities and Exchange Commission; (viii) all state and local taxing authorities
Case 16-11200-CSS Doc 392 Filed 09/08/16 Page 4 Of 33
in the jurisdictions in which the Debtors have or may have any tax liability, (ix) Urc Internal
Revenue Service; (x) the United States Department of Justice; (xi) all persons or entities known
to the Debtors that have or have asserted a lien on, or security interest in, all or any portion of the
Purchased Assets; (xii) all non -Debtor parties to each Assumed Executory Contract (each a
"Cnntmci Counleq!arry"); (xiii) the Pension Benefit Guaranty Corporation; (xiv) the
fnvionmental Protection Agency and any state environmental agencies in states in which the
Debtors have environmental liabilities; (xv) all potential bidders previously identified or
otherwise known to the Debtors; and (xvi) all parties that have requested special notice pursuant
to Bankruptcy Rule 2002.
B. In accordance with rho provisions of the Bidding Procedures Order, the Debtors
have served the Cure Notice or Supplemental Cure Notice [D.I. 182, 302 r& 336]. as applicable,
upon the Contract Counterparties: (i) that the Debtors Beck to assume and assign to the Purchaser
certain executory contracts and unexpired leases (the "Assumed Execs n cts') on
September 30, 2016 (or such other date on which the transactions contemplated by the
Purchaser's Asset Purchase Agreement arc consummated, the "Closing Date"); and (ii) of the
proposed Cure Amounts, if arty, for such Assumed Executory Contracts. Pursuant to Fed. R.
Bankr. P, 6006(c), the Court finds that the service of such Cure Notice or Supplemental Cure
Notice was good, sufficient and appropriate under the circumstances, in compliance with the
]lidding Procedures Order, and no further notice need be given in rrspect of establishing the
Clue Amount for the Assumed Executory Contracts. The Contract Counterparties have had an
opportunity to object to the Clue Amounts set forth in the Cure Notice or Supplemental Cure
Notice, as applicable.
-3- I -4-
EAST\r2795292 .6 P,ASTtr27952625 6

Case 16-11290-CSS Doc 392 Filed 09/06116 Page 5 of 33
C. As evidenced by the affidavits of service previously filed with the Court, proper,
timely, adequate, and suMcieut notice of the Sate Motion, Auction, Sale Hearing, and Sale has
been provided in accordance with sections 102(1), 363 and 365 of the Bankruptcy Code and
Bankruptcy Rules 2002, 6004, 6006 and 9014. The Debtors also have complied with all
obligations to provide notice of the Auction, -the Sale Hearing, and the Sale required by the
Bidding Procedures Order. The notices described in paragraphs IA to LG herein were good,
sufficient and appropriate under the circumstances, and no other or further notice of the Sale
Motion, Auction, Sale Hearing, Sale, or assumption and assignment of the Assumed Executory
Contracts is required.
D. The Debtors have articulated good and sufficient reasons for the Bankruptcy
Court to grant the relief requested in the Motion regarding the Sale.
L. The Procedures Notice served by the Debtors on the Notice Parties provided all
interested parties with timely and proper notice of the Sale, Sale Hearing and Auction.
F. The Cure Notice and Supplemental Cure Notice provided Purchaser and the
Contract Counterparfies with proper notice of the potential assumption and assignment of the
Assumed Executory Contracts and any cure amount relating thereto, and the procedures set forth
in the Bid Procedures Order with regard to any such cure amount to satisfy, seetion 365 of the
Bankruptcy Code and Bankruptcy Rule 6D46.
G. The disclosures made by the Debtors concerning the Sale Motion, Elie Asset
Purchase Agreement of the Purchaser, the Auction, the Sale, and the Sale Ilearing were good,
complete and adequate.
Case 16-11290-CSS Doc 392 Filed 09/08116 Page 6 of 33
Ill. Good Faith of the Purchaser
A. The Purchaser is not an "insides" of the Debtors, as that term is defined in section
101(31) of the Bankruptcy Code.
B. The Purchaser is purchasing the Purchased Assets in good faith and is a good faith
buyer within the meaning of section 363(m) of the Bankruptcy Code and is, therefore, entitled to
the full protection of section 363(m) of the Bankruptcy Code, and otherwise has proceeded in
good faith in all respects in connection with these cases in that, inter alta: (a) the Purchaser
recognized that the Debtors were free to dead with any other parry interested in acquiring any or
all of the Purchased Assets; (b) the Purchaser complied with the provisions in the Bidding
Procedures Order; (c) the Purchaser agreed to subject its bid to the competitive bidding
procedures set forth in the Bidding Procedures Order; (d) the Purchaser in no way induced or
caused the chapter i 1 filing by any of the Debtors; (e) all 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; (f) the Purchaser has not violated section 363(n) of the Bankruptcy Code by
any action or inaction; (g) no common identity of directors or controlling stockholders exists
between the Purchaser and any of the Debtors; and (h) the negotiation and execution of the final
purchase agreement (together with any schedules, exhibits and any other documents or
inslrurnents related thereto, the "Final APA; a copy of which is attached hereto as Exhibit A as
modified, amended or supplemented from time to time) and any other agreements or instruments
related thereto were at arms' I ength and in good faith.
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 7 of 33
IV. Ilighest or Best Offer
A. Prior to selecting the Purchaser as the successful bidder, the Debtors solicited
ofli rs to acquire the Purchased Assets from a wide variety of parties. In doing so, the Debtors
afforded potential bidders confidential due diligence access to provide any such bidders an
opportunity to submit a Qualified Bid, Notwithstanding the marketing process undertaken by the
Debtors and their advisors, no Qualified Bid (as defined in the Bidding Procedures Order), other
than the Purchaser's bid, was submitted by the Bid Deadline, and accordingly, on August 29,
2016, the Debtors filed the Notice of Successful Bidder and Cancellation of Auctiorr [Dki. No.
3491,
B. The Bid Procedures were designed to obtain the highest value for the Purchased
Assets for the Debtors and their estates, and the Final APA constitutes the highest or best offer
for the Purchased Assets. The Debtors' determination, in consultation with the Consultation
Parties, that the Final APA constitutes the highest or best offer for the Pumhased Assets was a
reasonable, valid and sound exercise of the Debtors' business judgment.
C. The Final APA represents a fair mid reasonable offer to purchase the Purchased
Assets under the circumstances of these chapter I l cases. No other person or entity or group of
entities has offered to purchase the Purchased Assets, let alone for greater economic value or
otherwise better terms to the Debtors' estates than the Purchaser.
D. Approval of the Sale Motion and the Final APA and each of its exhibits, and the
consummation of the transactions contemplated thereby is in the best interests of the Debtors,
their creditors, their estates and other parties in interest.
Case 16-11290-CSS Doc 392 Filed 091o8116 Page 8 of 33
E. The Debtors have demonstrated compelling circumstances and a good, sufficient,
and sound business purpose and justification for the Sale prior to, and outside of, a plan of
reorganization.
V- No Fraudulent Transfer
A. ' The consideration provided by the Purchaser for the Purchased Assets, Assumed
Executory Contracts and Assumed Liabilities pursuant to the Final APA is fair and adequate and
constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and
under the laws of the United States, any state, territory, possession, or the District of Columbia.
VI. Method of Effectiug the Sale
A. In order to credit bid the claims of the Prepetition Term Lenders as set forth in the.
Final APA, and upon the prior written direction to the Prepetition Term Agent by the Prepetition
Term Lenders holding the requisite amount of Prepetition Term Facility Obligations, the
Prepetition Term Lenders shall be permitted to uiMm one or more designees, agents or suh-
agents (in each case, a "Acsisrtee") to take assignment of (i) the rights of the Prepetition Term
Lenders under the Bankruptcy Code, the DIP Order and the Final APA to credit bid the
Prepetition Term Facility Obligations, and (ii) any equity issued by the Pmchascr and any loans
issued by the Purchaser (collectively, the Desiertated Rit[hts"). In exchange for the Designated
Rights, the Designee shall be obligated to designate or transfer to the Purchaser arKyor its
subsidiaries the Purchased Assets. The Designee is further permitted to distribute, on behalf of
Purchaser, the Designated nights to the Prepetition Term Lenders in respect of the Prepetition
Tenn Facility Obligations under the Term Loan Agreement.
B. In connection with the disposition of proceeds to be provided to the Prepetition
Terru Lenders under the Final APA, Prepetition Tenn Lenders shall receive certain second lien
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Case 16-11290-CSS Doc 392 Filed o9/09116 Page 9 of 33
loans issued by the Purchaser and shall be deemed for all purposes to be (i) signatories to, and
"Lenders" under, that certain Second Lien Credit Agreement executed by Purchaser (the
"Second ]Lien Credit Agreement") with all of the rights and obligations of a signatory thereunder
and (H) signatories to such other agreements the Purchaser deems necessary in its reasonable
discretion to execute to complete the transactions set forth herein and its the Final APA. In
addition, in connection with the disposition of proceeds to be provided to the Prepetition Term
Lenders under the Final APA, Prepeution Term Lenders may elect to receive and retain, on a
ratable basis, an initial distribution of equity issued by the Purchaser (or the Designee) (such
equity being referred to herein as "Purchaser Equity"). Prepedtion Term Lenders who elect to
receive Purchaser Equity shall be deemed for all purposes to be signatories to, and "Members"
under, the operating agreement of the Purchaser and any agreement among "Members" or unit
holders of the Purchaser, in each case, with all of the rights and obligations of a signatory
thereunder. Any Prepetition Term Lender may decline to accept its ratable allocation of the
Purchaser Equity (any such declining Prepetition Tenn Lender beiflg referred to herein as a
"Declinintt Prepetition Tcrm Lend�7 by providing written notice thereof to the Purchaser (such
nutice, an "Fnuity Rejection Notice") no more than thirty (30) days after the Closing Date, and in
such event such Declining Prepetition Term Lender's interest in the Purchaser Equity shall he
held by the Purchaser in trust pursuant to the terms hereof and the Purchaser's operating
agreement far the benefit of such Declining Prepetition Term Lender.
C. Should any Prepetition Term Lender be unwilling or unable to receive its ratable
share of the Purchaser Equity, or should any Prepetidun Term Lender provide an Equity
Rejection Notice to the Purchaser in accordance with Paragraph B herein, then pursuant to the
operating agreement of the Purchaser, the Purchaser shall hold such Purchaser Equity in trust for
-9-
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Case 16-11290-CSS Doc 392 Filed 09108/16 Page 10 at 33
the benefit of the Declining Prepetition Term Lenders, and such Purchaser Equity shall be
deemed for all purposes to vote with the plurality of equity interests voting on any issue
presented to the holders of the Purchaser Equity for decision. Upon liquidation of all Purchaser
Equity to cash, the Declining Prepetition Term Lenders shall receive their ratable share of such
cash as proceeds. Neither the Purchaser nor the holders of Purchaser Equity shall have any
obligation, responsibility or duty to the Declining Prepetition Tetra Lenders in respect of the
Purchaser Equity, other than to deliver the ratable share of any resulting cash proceeds (less
recovery by the Purchaser of such Declining Prepetition 'Penn Lenders' ratable share of
unreirabursed reasonable administrative casts of holding such proceeds in trust) of the Purchaser
Equity to the. Declining Prepetition Term Lenders or their successors or assigns, if, as and when
received. Immediately upon the trausfcr of the Purchased Assets to the Purchaser and/ur one or
more of its subsidiaries, the Prepetition Tenn Agent shall have no further obligations to
distribute proceeds to, or otherwise transact with, the Prepetition Term Lenders in respect of the
Prepetition Term Facility Obligations, and the Prepetition Term Agent and all of its affiliates,
directors, officers, employees, attorneys, consultants and agents (collectively, the "Indemnified
Persons"), shall he (i) released and discharged from all claims that may be brought by the
Prepetitioo�Tenn Lenders and (ii) indemnified and held harmless by the Prepetition Term
Lenders',from and against, without limitation, any and all losses, liabilities, judgments, claims,
causes of action, CnStS, and expenses (including reasonable fees and disbursements of legal
counsel) iti rred.or suffered by any Indemnified Person in any way, in each case of (i) and (H)
above, directly.or'indireclly, arising out of, related to, or connected with the Prepetition Term
Loan and'the; DIP Loan; rp ovided that the foregoing release and indemnity shall not be
applicable`• to any losses suffered or incurred by an Indemnified Person as a result of such
'�y y
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 11 of 33
Indemnified Person's gross negligence or willful misconduct as determined by a judgment of a
court that is binding upon such Indemnified Person, final, and not subject to review on appeal.
D, For U.S. federal income tax purposes, the parties intend that the transactions
contemplated by the Final APA be treated as a taxable transfer of the assets described in the
Final APA (subject to any liabilities expressly being assumed thereunder) to the Prepetition
Lenders in satisfaction of the portion of the Prepetition Term Loans being transferred pursuant to
the Final APA, and for such other consideration as is provided for in the Final APA, followed by
a transfer of such assets to the Purchaser in exchange for the Purchaser equity and new second
lien loans.
E. The procedures set forth in this Section VI are collectively referred to as the
"Credit Sid Steps .
VII. Validity Of Transfer
A. The Debtors have full corporate power and authority to execute and deliver the
Final APA and all other documents contemplated thereby, and no further consents or approvals
are required for the Debtors to consummate the transactions contemplated by the Final APA,
except as otherwise set forth in the Final APA.
B. The transfer of each of the Purchased Assets to the Purchaser giving effect to the
Credit Sid Steps will be, as of the Closing Date, a legal, valid, and effective transfer of the
Debtors' interest in such asset, and vests or will vest the Purchaser with all right, title, and
interest of the Debturs to the Purchased Assets free and clear of all Encumbrances (as defined
below in Paragraph 7) accruing, arising or relating to any time prior to the Closing Date, except
for any Permitted Encumbrances and Assumed Liabilities (collectively, the umed
Liabilitie under the Final APA, with all Encumbrances attaching to the net cash proceeds of
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 12 of 33
the Sale, if any, attributable to the Purchased Assets in which such holder alleges an
Cncurrrbrance, in the same order of priority, with the same validity, force and effect that such
Encumbrance had prior to the Sale, subject to any claims and defenses the Debtors and their
estates may possess with respect thereto.
. C. The Purchaser shall be afforded all exemptions from recording and/or transfer
taxes that apply to the recordation of grant deeds conveying title to real property and
improvements transferred to Purchaser under the Final APA as Purchased Assets so as to permit
such recording to occur free of any such taxes.
VIll. Section 363(f) Is Satisfied
A. 'Me Purchaser would not have entered into the Final APA and would not
consummate the transactions contemplated thereby and by the Credit Sid Steps (by paying the
Purchase Price and assuming the Assumed Liabilities) if the sale of the Purchased Assets to the
Purchaser, and the assumption and assignment of the Assumed Executory Contracts to the
Purchaser in each case pursuant to the Credit Sid Steps, were not, except as otherwise provided
in the Final APA with respect to the Assumed Liabilities, free and clear of all Encumbrances of
arty kind or nature whatsoever, or if the Purchaser would, or in the future could (except and only
to the extent expressly provided in the Final APA and with respect to the Assumed Liabilities),
be liable for any of such Encumbrances, including, but not limited to the following: (1) all
mortgages, deeds of trust and security interests (including, without limitation, those identified on
Exhibit B hereto); (2) any pension, welfare, compensation or other employee benefit plans,
agreements, practices and programs, including, without limitation, any pension plan of any
Debtor; (3) any other labor or employment, workm's compensation, occupational disease or
unemployment or temporary disability related claim, including, without limitation, claims that
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Case 16-11290-CSS Doc 392 Filed 09108I16 Page 13 0 33
might otherwise arise under or pursuant to any of the following, as they may be amended from
time to lime (a) the Employee Retirement tncomc Security Act of 1974, as amended, (b) the Fair
Labor Standards Act, (c) Tide VII ofthe Civil Rights Act of 1964; (d) the Federal Rehabilitation
Act of 1973, (e) the National Labor Relations Act, (0 the Worker Adjustment and Retraining
Notification Act of 1988, (g) the Age Discrimination In Employment Act of 1967 (including
Older Workers Benefit Protection Act), (h) the Americans with Disabilities Act of 1990
(including the ADA Amendments Act of 2008), (i) the Consolidated Omnibus Budget
Reconciliation Act of 1965, Q) state discrimination laws, (k) state unemployment compensation
laws or any other similar state laws, or (1) any other state or federal labor or employment or
benefit claims relating to any employment with any of the Debtors or any of their respective
predecessors; (4) any bulk sales or similar law; (5) any tax statutes or ordinances, including,
without limitation, the Internal Revenue Code of 1986, as amended; (6) any Environmental
Law(s) (as defined in the Final APA), including, without limitation, any environmental liens or
claims arising out all or related to, the reports referenced in the Final APA Schedule 4.19; and
(7) any theories of transferee or successor liability, to the extent allowed by applicable law,
except as otherwise set forth in this Order.
B. To the extent allowed by applicable law, except as otherwise set forth in this
Order, the Purchaser (i) is not, and shall not be considered, a successor to the Debtors, (ii) has
not, de facto or otherwise, merged with or into the Debtors, (iii) is not a continuation or
substantial continuation of tiny of the Debtors or their respective estates, businesses or
operations, or any enterprise of the Debtors, and (iv) does riot have a common identity of
incorporators, directors or equity holders with the Debtors.
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Case 16-11290-CSS Doc 392 Filed 091o8116 Page 14 of 33
C. The Debtors may sell the Purchased Assets free and clear of all Encumbrances
(except for the Assumed Liabilities) because, in each case, one or more of the standards set forth
in section 363(t)(1)45) of the Bankruptcy Code has been satisfied. Those holders of
Encumbrances, who did not abject, or who withdrew their objections, to the Sale or the Sale
Motion are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.
'[hose holders of the Encumbrances, who did object fall within one or more of the other
subsections of section 363(f) and are adequately protected by having their Encumbrances, if any,
attach to the net cash proceeds of the Sale attributable to the purchased Assets in which such
holder alleges an Encumbrance, in the same order of priority, with the same validity, farce and
effect and subject to all of the Debtors' dcfcnses'and counterclaims, that such Encumbrance had
prior to the Sale.
Ix. Assumption and Assignment of the Executory Contracts
A. The assumption and assignment of the Assumed Executory Cont.-acts pursuant to
the terms of this order is integral to the Final APA and represents the reasonable exercise of
sound and prudent business judgment by the Debtors.
13. Except as provided in this Order or as may be subsequently agreed upon by the
parties or determined by this Court, the amounts set forth an Exhibit C annexed hereto are the
sole amounts necessary under sections 365(b)(1)(A) and (B) and 365(0(2)(A) of the Bankruptcy
Code to cure all monetary defaults and pay all actual pecuniary losses under the Assumed
Executory Contracts (the "Cure Amaunts").
C. Pursuant to the terms of the Final APA, the Purchaser wi th (i) cure andlor provide
adequate assurance of cure of any monetary default existing prior to the Closing Date under any
of the Assumed Executory Contracts, within the meaning of section 365(b)(1)(A) of the
EAS7112MU25.6
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Case 16-11290-CSS Doc 392 Filed 09/08116 Page 15 of 33 '
Badrupicy Code; (1i) provide compensation or adequate assurance of compensation to each
Contract Counterparty for actual pecuniary loss to such party resulting from a default prior to the
Closing Date under any of the Assumed Executory Contracts, within the meaning of section
365(b)(1)(B) of the Bankruptcy Code; and (iii) provide adequate assurance of its future
performance under the Assumed Executory Contracts within the meaning of sections
365(b)(1)(C), 365(b)(3) (to the extent applicable) and 365(f)(2)(B) of the Bankruptcy Code.
X. ' Assumption of Debtor in Possession Financing
A. Purchaser constitutes a Permitted Successor Borrower under and as defined in the
DIP Credit Agreement executed and delivered pursuant to the Final DIP Order and Purchaser is
entitled to assume as Borrower and certain Subsidiaries of Purchaser are entitled to assume the
Guaranty set forth in the DIP Credit Agreement as Guarantors.
B. Such assumption by the Purchaser and certain of its Subsidiaries shall constitute a
Permitted Borrower Succession under and as defined in the DIP Credit Agreement and shall
pursuant to the terms of the DIP Credit Agreement be binding on all DIP lenders without need
for any action by any of the DIP Lenders.
C. Concurrently with such assumption, and giving effect thereto, Purchaser and those
subsidiaries that are assuming the DIP Credit Agreement, may together with Supermajority
Lenders under and as deemed in the DIP Credit Agreement, amend and restate the DIP Credit
Agreement to, among other things: (i) extend the maturity date of the DIP Facility to the eighteen
(18) month anniversary of the Closing Date; (ii) incrcuae the commitments of certain DIP
Lenders that arc willing to do on the same terms and conditions as the existing DIP Facility,
which loans made tinder, such increased commitments shall be on terms rendering them to be
fully fungible with the existing DIY Facility, (iii) consent to the issuance of second lien loans
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Case 16-11290-CSS One 392 Filed 091013I16 Page 16 at 33
refenrd to in the Credit Bid Steps, and (iv) approve the execution and delivery by the DIP Agent
of a reasonable and customary "lien only" intercreditor agreement with the representative of the
lenders holding the new second lien loans. Any such amended and restated DIP Credit
Agreement shall, upon approval in writing by the Supennajority Lenders be valid, binding and
effective against all DIP Lenders without need for any action by any DIP Lenders other than
Supermajority Lenders, and all DIP Lenders shall be a party thereto for all purposes.
Notwithstanding anything to the contrary contained in this Order, the Debtors, their estates and
all property of the Debtors' estate shall be, upon Purchaser's Assumption of the DIP Facility,
deemed, released, discharged and shall have no further obligation under the DIP Facility, and the
DIP Liens shall be deemed released and shall no longer attach to the Debtors' property or
proceeds of the Sale.
XI. Circumstances for an Immediate Sale
A. To enhauce the Debtors' level of liquidity, to reduce the amount of postpetition
financing borne by the Debtors, and to maximize the amount of funding available to provide for
a timely exit from these chapter I I cases, it is essential that the Sale of the Purchased Assets
occur within the time constraints set forth in the Final APA, Time is of the essence in
consummating the Sale.
B. Given all of the circumstances of these chapter 11 cases and the adequacy and fair
value of the Purchase Price under the Final APA, the proposed Sale of the Purchased Assets to
the Purchaser constitutes a reasonable and sound exercise of the Debtors' business judgment and
should be approved,
C. The Sale does not constitute a de facia or sub rasa plan of reorganization or
liquidation because it does not propose to (i) impair or restructure existing debt of, or equity
ti
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EASN 27952/75 b

Case 16-11290-CSS Doc 392 Filed 0910BI16 Page 17 of 33
interests in, the Debtors, (1i) impair or circumvent voting rights with respect to any plan proposed
by the Debtors, (ib) circumvent chapter 11 safeguards, including those set forth in sections 1125
and 1 129 of the Bankruptcy Code, or (iv) classify claims or equity interests,
D. ]be consummation of the Sale is legal, valid and properly authorized under all
applicable provisions of the Bankruptcy Code, including, without limitation, sections 105(a),
363(b), 363(f), 363(m), 365(b) and 365(f), and all of ibe applicable requirements of such sections
have been complied with in respect of the Sale.
NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED
THAT:
General Provisions
1. The relief requested in the Sale Motion is granted and approved, and the Sale
contemplated thereby and in the Final APA is approved as set fords in this Order.
2. The record of these cases, including the Court's findings of fact and conclusions
of law, set forth in the Bidding Procedures Order, are incorporated herein by reference and the
Court takes judicial notice of the record.
3. All objections to the Sale Motion or the relief requested therein that have not been
withdrawn, waived, or settled, as announced to the Court at the Sale Hearing or by stipulation
filed with the Court, or not otherwise resolved by this Order, and all reservations of rights
included therein, are hereby overruled an the merits or have been otherwise satisfied or
adequately provided for.
Annrovat of the Final APA
4. l'he Final APA and all ancillary documents, and all of the terms and conditions
thereof, are hereby approved. The Credit Bid Steps and all of the terms and conditions thereof,
are hereby approved.
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page IS of 33
5. Pursuant to section 363(b) of the Bankruptcy Cade, the Debtors are authorized
and empowered to take any and all actions necessary or appropriate to (i) consummate the Sale
of the Purchased Assets to the Purchaser pursuant to and in accordance with the terms and
conditions of the Final APA, (ii) close the Sale as contemplated in the Final APA and this Order,
and (iii) execute and deliver, perform under, consummate, implement and close fully the Final
APA, giving effect to the Credit Bid Steps, together with all additional instruments and
documents that may be reasonably necessary or desirable to implement the Final APA and the
Sale, or as may be reasonably necessary or -appropriate to the performance of the obligations as
contemplated by the Final APA and such ancillary documents.
6. This Order shall be binding id all respects upon the Debtors, their estates, all
holders of equity interests in any Debtor, ell holders of any Claim(s) (as defined in the
Bankruptcy Code) against tiny Debtor, whether known or unknown, any holders of Liens (as
defined in the Bankruptcy Code, and including, without limitation, all holden of recorded and
unrecorded Liens encumbering Purchased`Asscts consisting of real property or improvements, on
all or any portion of the Purchased Assets, all Contract Counterpaf ies, the Purchaser and all
successors and assigns of the Purchaser, .any other bidders for the Purchased Assets, any
trustees, if any, subsequently appointed ,in atiy of the Debtors' chapter I 1 cases or upon a
conversion to chapter 7 under the Banit: iptcy Cude of any of the Debtors' cases. This order and
the Final APA shall inure to the benefit of• ihe Debtors, their estates, their creditors, the
Purchaser, and their respective successors and assigns.
Transfer of the Purchased Assets
7. Pursuant to sections 105(a), 363(b), 363(f), 365(b) and 365(f) of the Bankruptcy
Code, the Debtors are authorized to transfer the Purchased Assets on the Closing Date. lice
Purchased Assets (including the Assumed Executory Contracts) shall be transferred to the
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Case 16-11290-CSS Doc 392 Filed 09108/16 Page 19 of 33
Purchaser upon and as of the Closing Date and such transfer shall constitute a legal, valid,
binding and effective transfer of the Debtors' interest in such Purchased Assets and, upon the
Debtnrs' receipt of the Purchase Price, shall be free and clear of all Liens, Claims, interests,
rights of setoff (except setoffs exercised prior to the Petition Date), netting and deductions, any
successor or successor -in -interest liability theory, to the extent, if any, allowed by applicable law
and except as otherwise set forth in this Order (collectively, the "Encumbrances'), except for the
Assumed Liabilities under the Final APA. Upon the Closing, the Purchaser shall take title to and
possession of the Purchased Assets subject only to the Assumed Liabilities; providecl, however,
that the Purchaser shall not be relieved of liability with respect to the Assumed Liabilitics,
including any obligations accruing under the Assumed Fxecutory Contracts from and after the
Closing. All Encumbrances shall attach solely to the net proceeds of the Sale with the ware
validity, priority, force and effect that they now have as against the Purchased Assets, subject to
any claims and defenses the Debtors and their estates may possess with respect thereto.
S.' The safe of the Purchased Assets to the Purchaser, and the assumption and
assignment of the Assumed Executory Contracts to the Purchaser, shall be, except as otherwise
provided in the Final APA with respect to the Assumed Liabilities or set forth in this Order, free
and clear of all Encumbrances of any kind or nature whatsoever, or if the Purchaser would, or in
the future could (except and only to the extent expressly provided in the Final APA and with
respect to the Assumed Liabilities), be liable for any of such Encumbrances, including, but not
limited to irk respect of the fallowing: (1) aM mortgages, deeds of trust and security interests; (2)
any pension, welfare, compensation or other employee benefit plans, agreements, practices and
programs, including, without limitation, any pension plan of any Debtor, (3) any other labor or
employment, worker's compensation, occupational disease or unemployment or temporary
Case 16-11290-CSS Doc 392 Filed 09108/16 Page 20 of 33
disability related claim, including, without limitation, claims that might otherwise arise, to the
extent allowed by applicable taw or otherwise set forth in this Order, under or pursuant to any of
the following, as they may be amended from time to time: (a) the Employee Retirement Income
Security Act of 1974, (b) the Fair Labor Standards Act, (c) Title YIl of the Civil Rights Act of
1964, (d) the Federal Rehabilitation Act of 1973, (e) the National Labor Relations Act, (f) the
Worker Adjustment and Notification Retraining Act of 1988, (g) the Age Discrimination in
Employment Act of 1967 (including Older Workers Benefit Protection Act), (h) the Americans
with Disabilities Act of 1990 (including the ADA Amendments Act of 2008), (i) the
Consolidated Omnibus Budget Reconciliation Acf of 1985, 0) state discrimination laws, (k) state
unemployment compensation laws or any other similar state laws, or (1) any other stnte or federal
labor or employment or benefit claims relating to any employment with any of the Debtors or
any of their respective predecessors; (4) any bulk sales or similar law; (5) any tax statutes or
ordinances, including, without limitation, the Internal Revenue Code of 1986, as amended; (6)
any Environmental Law(s) (as defined in the Final APA), including, without limitation, any
environmental liens or claims arising out,of, or related to, the reports referenced in the Final
APA Schedule 4.19; and (7) any theories of transferee or successor liability, to the extent
allowed by applicable law, except as otherwise set forth in this Order. For avoidance of doubt,
except relating to the Debtors, their estates and all property of the Debtors' estate which shall be,
upon Purchaser's assumption of the DIP Facility, deemed released, discharged and shall have no
further obligation under the DIP Facility, and the DIP Liens shall be deemed released and shall
no longer attach to the Debtors' property and proceeds of the Sale, no Liens arising pursuant to
the Final DIP Order or the DIP Credit Agreement shall be disturbed by this Order or the
cunsurrum ion of the sale of Purchased Assets and assignment of Assigned Executory Contracts
_ 19 _
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Case 16-11290-CSS Doc 392 Filed 0910B116 Page 21 of 33
pursuant to the Final APA and the Credit Bid Steps, and all such Liens securing the Loans made
to the Debtors pursuant to the Final DIP Order and the DIP Credit Agreement shall remain in full
force and effect as perfected first priority liens encumbering otily all ofthe Purchased Assets and
Assigned Executory Contracts.
9, Except as expressly provided by the Final APA with respect to the Assumed
Liabilities and Assumed Executory Contracts, all persons and entities holding Encumbrances on
a or any portion of the Purchased Assets, hereby are forever barred, estoppcd and permanently
enjoined from asserting against the Purchaser or its successors or assigns, their property or the
Purchased Assets, such persons' or entities' rights relating to any such Encumbrances. On the
Closing Date, each holder of an Encumbrance is authorized and directed to execute such
documents and take all other actions as may be deemed by the Purchaser to be necessary or
desirable to release its Encumbrances on the Purchased Assets, as provided for herein, as such
Encumbrances may have been recorded OF may otherwise exist.
10, All persons and entities arc hereby forever prohibited and enjoined from taking
any action that would adversely affect or interfere with the ability of the Debtors to sell and
transfer the Purchased Assets and assign the Assumed Executory Contracts to the Purchaser in
accordance with the terms of the Final APA and this Order.
IL All persons and entities that are in possession of some or all of the Purchased
Assets on the Closing Date are directed to surrender possession of such Purchased Assets to the
Purchaser or its assignee at the Closing.
12. A certified copy of this Order may be filed with the appropriate clerk and/or
recorded with the appropriate retarder to cancel any Encumbrances of record.
Case 16-11290-CSS Doc 392 Filed 09I08116 Page 22 of 33
13. 1f any person or entity which has filed statements or other documents or
agreements evidencing Encumbrances on all or any portion of the Purchased Assets shall not
have delivered to the Debtors prior to the Closing, 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 or desirable to the Purchaser for the purpose of
documenting the release of all Encumbrances, which the person or entity has or may assert with
respect to all. or any portion of the Purchased Assets, the Debtors are hereby authorized and
directed, and the Purchaser is hereby authorized, to execute and file such statements,
instruments, releases and other documents on behalf of such person or entity with respect to the
Purchased Assets.
14. This Order is and shall he binding upon and govem the acts of all persons and
entities, including, without limitation, all filing agents, filing officers, title agents, tide
companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative
agencies, governmental departments, secretaries of state, federal and local officials, and all other
persons and entities who may be required by operation of law, the duties of their office, or
contract, to accept, file, register or otherwise record or release any documents or instruments, or
who may be required to report or insure any title or state of title in or to any lease; and each of
the foregoing persons and entities is hereby directed to accept for filing this Order as sole and
sufficient evidence of such transfer of title and shalt rely upon this Order to eomummatc the
transactions contemplated by the Final APA.
15. Notwithstanding anything to the contrary in this Order, in the Motion or the Final
APA, the Purchaser shall receive the benefits and burdens of, and be solely responsible for
payment in full of all accrued charges, payments, and the like arising under or pursuant to the
P.A9'nr279571M.6 21 I EASM1279124256
-22-

Case 16-11290-CSS Doc 392 Filed 09108/16 Page 23 of 33
Assumed Liabilities, If the Purchaser disputes any alleged charge, credit or payment tinder any
of the Assumed Liabilities and the parties are unable to come to art agreement regarding the
amount actually owed, the dispute may be adjudicated by the Bankruptcy Coot or any other
court of competent jurisdiction. The Purchaser shall be entitled to file or record a certified copy
of this Order in the applicable public records in order to give notice of the termination and
release of Encumbrances pursuant to this Order (other than Encumbrances securing the DIP
Facility made pursuant to the DIP Credit Agreement as provided in the Final DIP Order and the
DIP Credit Agreement) which Encumbrances are expressly preserved, except with respect to the
Debtors, their estates and all property of the Debtors' estate which shall be, upon Purchaser's
assumption of the DIP Facility, deemed released, discharged and which shall have no further
obligation under the DIP Facility, and the DIP Liens shall be deemed released and shall no
longer attach to the Debtors' property and proceeds of the Sale.
Executory Contracts and Leases
16. Upon the Closing of the Sale, the Debtors are authorized and directed to assume
and assign the Assumed Executory Contracts to the Purchaser free and elear of all
Fncumbrances, except for the obligation to pay the applicable Cure Amount, if any. With
respect to each Assumed Executory Contract, the payment of the applicable Cure Amount (if
any) by the Purchaser shall (a) ef1-ect a cure of all monetary defaults existing thereunder as of the
Closing Date, (b) compensate the applicable Contract Counterparty for any actual pecuniary loss
resulting from such default, and (c) together with the assumption of the Assumed Executory
Contract by the Purchaser, constitute adequate assurance of future perfnrnance thereof. The
Purchaser shall then have assumed the Assumed Executory Contracts and, pursuant to section
365(f) of the Bankruptcy Code, the assignment by the Debtors of such Assumed Executory
Contracts shall not be a default thereunder. After the payment of the relevant Cure Amounts by
.23
EAM12Mra A
Case 16-11290-CSS Doc 392 Filed 09108l16 Page 24 of 33
the Purchaser, neither the Debtors nor the Purchaser shall have any further liabilities to the
Contract Counterparties other than the Purchaser's obligations under the Assumed Executory
Contracts that accrue and become due and payable on or after the Closing Date.
17. Pursuant to the terms of the Final APA, the Purchaser may, by written notice to
the Debtors, choose to exclude certain of the Debtors' contracts or leases from the List of
Assumed Executory Contracts until two (2) business days prior to the Closing Date, in which
case each such contract or lease shall not be assumed by the Debtors.
18. Any provisions in any Assumed Executory Contract that prohibits or conditions
the assignment of such Assumed Executory Contract or allows the party to such Assumed
Executory Contract to terminate, recapture, impose any penalty, condition on renewal or
extension or modify any tern or condition upon the assignment of such Assumed Executory
Contract, constitute unenforceable anti -assignment provisions that are void and of no force and
effect pursuant to section 365(0 of the Bankruptcy Code. All other requirements and conditions
under sections 363 and 365 of the Bankruptcy Code for the assumption by the Debtors and
assigrunent to the Purchaser of the Assumed Executory Contracts have been satisfied, and such
assumption and assignment shall not constitute a default thereunder. Upon the Closing and the
payment of the required Cure Amount by the Purchaser, if any, in accordance with sections 363
and 365 of the Bankruptcy Code, the Purchaser shall be fully and irrevocably vested with all
right, Lille and interest of the Debtors under each Assumed Executory Contract.
19. Other than as provided under the Final APA, there shall be no rent accelerations,
assignment fees, deposits, increases (including advertising rates) or any other fees charged to the
Purchaser or the Debtors as a result of the assumption and assignment of the Assumed Executory
Contracts.
EASnlz79528256
-24.

Case 16-11290-CSS Doc 392 Filed 09/08I16 Page 25 of 33
20. Upon the Closing and the payment of the Cure Amount by the Purchaser, if any,
applicable to any Assumed Executory Contract, the Purchaser shall be deemed to he substituted
for the relevant Debtor as a party to such Assumed Executory Contract, and the Debtors shall be
relieved, pursuant to section 365(k) of the Bankruptcy Code, from any further liability under
such Assumed Executory Contract.
21, Upon the Closing and the payment of the applicable Cure Amounts, if any, the
Assumed Executory Contracts shall remain in full force and effect, and no default shall exist
thereunder and there shall not exist any event or condition which, with the passage of time of
giving ofnotice, or both, would constitute such a dcfuuh.
22. Pursuant to sections I05(a), 363 and 365 of the Bankruptcy Code, all Contract
Counterparties are forever bared and permanently enjoined from raising or asserting against the
Debtors, their estates, the ,Purchaser, or any of their respective successors and assigns any
assignment fee, default, breach or claim or pecuniary loss, or condition to assignment, arising
under or related to the Assumed Executory Contracts existing as of the Closing Date or arising
by reason of the Closing.
Other Provisions
23. Effective upon the Closing Date and except as otherwise provided by stipulations
filed with or announced to the Court with respect to a specific matter, all persons and entities are
forever prohibited and permanently enjoined from commencing or continuing in any matmer any
action or other proceeding, whether in law or equity, in any judicial, administrative, arbitral or
other proceeding against the Purchaser, including after giving effect to the Credit Bid Steps, its
successors and assigns, or the Purchased Assets, with respect to (a) any Encumbrance arising
prior to the Closing of the Sale or (b) successor liability, to the extent allowed by applicable law,
except as otherwise set forth in this Order.
-'25 -
FASr I2r953R5.6
Case 16-11290-CSS Doc 392 Filed 09/08116 Page 26 of 33
24. To the maximum extent available under applicable law and to the extent provided
for under the Final APA, except as otherwise set forth in this Order, the Purchaser shall be
authorized, as of the Closing Date, to operate under any license, permit, registration and
governmental authorization or approval of the Debtors with respect to the Purchased Assets and,
to the tnaximum extent available under applicable law and to the extent provided for under the
Final APA, all such licenses, permits, registrations and govemmental authorizations and
approvals are deemed to have been transferred to the Purchaser as of the Closing Date, and all
persons and entities are forever prohibited and permanently cajoined from commencing or
continuing in any manner any action or other proceeding, whether in law or equity, in any
judicial, administrative, arbitral or other proceeding seeking to revuke, terminate or refuse to
renew, based upon conduct occurring prior to the Sale, any lirense, permit or authorization to
operate any of the Purchased Assets or conduct any of the businesses operated with the
Purchased Assets. All existing licenses or permits applicable to the Purchased Assets shall
remain in place for the Purchaser's benefit until either new licenses and permits are obtained or
existing licenses and permits are transferred in accordaace with applicable administrative
procedures.
25. Except for the Assumed Liabilities or as otherwise expressly set forth in the Final
APA or this Order, the Purchaser shall not have any liability for any obligation of the Debtors
arising under or related to any ol'the Purchased Assets, Without limiting the generality of the
foregoing, and except for the Assumed Liabilities provided in the Final APA, the Purchaser shall
not be liable for any Claims against the Debtors or any of their predecessors or affiliates. By
virtue of the Sale, to the extent allowed by applicable law and except as otherwise set forth in
this Order, the Purchaser and its affiliates, successors and assigns shall not be deemed or
-2fi-
EA9Tr27952M 6 -
af
iQ

Case 16-11290-CSS Doc 392 Filed 09I08116 Page 27 of 33
considered to, (a) be a legal successor, or otherwise be deemed a successor to any of the Debtors,
(b) have, de facto or otherwise, merged with or into any or all Debtors, or (c) he a continuation or
substantial continuation, of any of the Debtors or their respective estates, businesses or
operations, or any enterprise of the Debtors, in each case by any law or equity, and the Purchaser
has not assumed nor is it in any way responsible for any liability or obligation of the Debtors or
the Debtors' estates, except with respect to the Assumed Liabilities. To the extent allowed by
applicable law and except as otherwise set forth in this Order, the Purchaser shalt have no
successor or vicarious liabilities of any kind Or character, including, but not limited to, any
theory of antitrust, environmental, successor or transferee liability, labor or employment law, de
facto merger or substantial continuity, whether known or unknown as of the Closing Date, now
existing or hereafter arising, whether fixed or contingent, with respect to the Debtors or any
obligations of the Debtors arising prior to the Closing Date, including, but not limited to,
liabilities on account of any taxes arising, accruing or payable under, out of, in connection with,
or in any way relating to the operation of any of the Purchased Assets prior to the Closing.
26. The transactions contemplated by the Final APA and this Order are undertaken by
the Purchaser without collusion and in good faith, as that term is described in section 363(m) of
the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the
authorization provided herein to consummate the Sale shall not affect the validity of the Sale
(including the assumption and assignment of the Assumed Executory Contracts), unless such
authorization and such Sale are duly stayed pending such appeal. The Purchaser is a good faith
buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to
the full protections of section 363(m) of the Bankruptcy Code.
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 28 of 33
27. Pursuant to Bankruptcy Rules 7062, 9014, 6004(h) and 6006(d), this Order shall
be effective immediately upon entry and the Debtors and the Purchaser are authorized to close
the Sale immediately upon entry of this Order.
28, As provided in the Final APA, this Order approves and provides for the transfer to
the Purchaser of all avoidance claims (whether under chapter 5 of the Bankruptcy Code or
otherwise) of the Debtors' estates related to, or arising from, any Assumed Executory Contract or
relating to any Assumed Liability. Notwithstanding anything to the contrary contained in the
Final APA, the Debtors and the Purchaser agree to waive and not prosecute any claims and
causes of action under sections 502(d), 544, 545, 547, 548 and 550 of the Bankruptcy Code, or
any other avoidance actions under the Bankruptcy Code belonging to the Debtors or acquired by
the Purchaser against vendors (other than Insiders (as such term is defined in section 101(31) of
the Bankruptcy Code) of any of the Debtors) continuing to supply goods and servioes to the
Debtors or the Purchaser during the thirty (30) days after the Closing of the Sale.
29. No bulk soles law or any similar law of any state or other jurisdiction applies in
any way to the Sale,
30. The Debtors arc authorized to change their corporate names in the domestic
jurisdictions in which they are registered or authorized to do business under the names mutually
agreed upon between the Debturs and Purchaser, which such names shall not include the word
"Vcrtellus", and to provide the Purchaser with evidence of such name changes upon request
thereof.
31. The Final APA is authorized and approved in its entirety. The failure specifically
to include day particular provision of the Final APA in this Order shall not diminish or impair
the effectiveness of such provision.
_27- 28-
6ASnIM28256 - FASiI]2T932r27.6
'i:

Case 16-11296-CSS Doc 392 Filed 091m6116 Page 29 of 33
32, The Feud APA and any related agreements, documents or other instruments may
be modified, amended or supplemented by the parties thereto and in accordance with the terms
thereof, without further order of the Court but after consultation with the Consultation Parties,
i
provided that any such modification, amendment or supplement does not have a material adverse
effect on the Debtors' estates or on the interests of the Purchaser as determined by the
Bankruptcy Court or a court of competent jurisdiction.
33. The Court shall retain jurisdiction to, among other things, interpret, implement,
and enforce the terms and provisions of this Order and the Final APA, all amendments thereto
and any releases, waivers and consents hereunder and thereunder, and each of the agreements
executed in connection therewith to which any of the Debtors are a party or which has been
assigned by the Debtors to the Purchaser, and to adjudicate, if necessary, any and all disputes
conceming or relating in any way to any of the foregoing.
34. All time periods set forth in this Order shall he calculated in accordance with
Bankruptcy Rule 9006(a).
35. To the extent that this Order is inconsistent with any, prior order or pleading with
respect to the Sale Motion filed in these chapter 11 cases, the terms of this order shall govem.
36. Upon Closing, any cash proceeds of the Sale shall be paid over to the Debtors for
distribution in accordance with the priorities set forth in the Bankruptcy Code or as otherwise
ordered by this Court.
37. Nothing in this Order or the Final APA releases, nullifies, precludes, or enjoins
the enforcement of any valid police or regulatory liability to a governmental unit, to which that
Purchaser may be subject to as the owner or operator of any property that is a Purchased Asset
after the date of entry of this Order; provided however that all rights and defenses of the
Case 16-11290-CSS Doc 392 Filed 0910a116 Page 30 of 33
Purchaser under nonbankruplcy law are preserved. Nothing in this Order or the Final APA
authorizes the transfer or assignmeut of any governmental (a) license, (b) permit, (c) registration,
(d) authorization or (e) approval, or the discontinuation of any obligation thereunder, without
compliance with all applicable legal requirements and approvals under police or regulatory law.
39. Nothing in this Order shall release any entity of any existing liability it may have
under police or regulatory law as o£thc date of entry of this Order.
39, Nothing in this Order or Final APA impairs or adversely affects any right, if any,
of any governmental unit with respect to any financial assurance, letter of credit, standby trust
fund, surety bond or insurance proceeds of which it is a designated beneficiary as of the date of
envy of this Order or to any insurance proceeds that may be recovered under general liability or
environmental policies.
40. Debtor Vertcilu_s Specialties Inc. owns the property commonly known as 3201
Independence Road, Cleveland, Ohio 44E05, PPN: 131.12-001 (the "Independence Property').
The Debtors and the Purchaser acknowledge and agree that the Property is currently listed as an
Excluded Asset on Schedule 110) of the Final APA and, therefore, the Independence Property is
not currently one of the Purchased Assets being acquired by the Purchaser pursuant to the Final
APA, the Motion and this Order. VSI and Independence Excavating, Inc. (" Excavalina^) are
parties to a Ground Lease Agreement dated September 18, 2013 with respect to the
Independence Property (the "Independence lxase"). The Debtors and the Purchaser
acknowledge and agree that the Independence Lease is not currently listed as an Assigned
Contract on Schedule IA(b) of the Final APA and thetefore the Independence Lease is not
currently one of the Purchased Assets being acquired by the Purchaser pursuant to the Final
APA, the Motion and this Order. The Debtors and the Purchaser further acknowledge and agree
-29-
FAatlrr7952rrt 4 FAST12792105 6
-30-

Case 16-11291)-CSS DOC 392 Filed 09108/16 Page 31 of 33
than (1) the Independence Property and the Independence Lease will not be added to the Final
APA as a Purchased Asset and an Assigned Contract, respectively, prior to the Closing Date; and
(ii) the Purchaser will not purchase the independence Property and will not assume the
Independence Lease whether in connection with the Motion, the Final APA or otherwise. Based
On the foregoing, Excavating has withdrawn its August 24, 2016 Objection to the Motion [Dki.
No. 332]. The withdrawal of the Objection is without prejudice to Excavating's right to assert
the arguments in the Objection -in response to any future attempt by the Debtors to sell the
Independence Road Property or any pleading filed in this case affecting Excavating's rights
under the Independence Lease or otherwise.
41, The Purchaser shell perform in the ordinary course of business its obligations
under those certain (i) Labor Agreement, dated September 18, 2013, by and among Vertcllus
Specialties Inc. and the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union on behalf of local 4.406, as modified, and
(ii) Labor Agreement, dated September 1, 2013, by and among Vertellus Specialties Inc. and the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union on behalf of Local 1999, as such agreements are modified, whether
such obligations arose prior to closing or afterwards.
42. On August 30, 2016, Cargill Dry Corn Ingredients, Inc. ("CDCI") riled a limited
Objection and reservation of rights to the Motion ("CDCI_ Objection") [I)kt. No. 3541.
Notwithstanding anything to the contrary in this Order or in the Final APA, neither the
"Settlement Agreement" nor the "Easement Agreement' (as those Agreements are defined in the
CDCI Objection) are being assumed or rejected pursuant to this Order or the Final APA.
-31-
EASAttr7552825h
Case 16.11290-CSS Doc 392 Fdod 09lo0116 Page 32 at 33
Further, CDCI's right to be heard on the issue of whether such Agreements are executory
contracts within the meaning of section 365 of the Bankruptcy Code is expressly reserved herein.
43, Notwithstanding anything to the contrary in this Order or the Final APA, in the
event that the Shared Services and Resources Agreement, dated as of January 30, 2015, by and
among Vertellus Specialties Inc., Vertellus Performance Chemicals LLC and other parties
thereto (the "Shared Services A r"mern") is not an "Assigned Contract" under the Final APA,
Purchaser shall provide to Veriellus Performance Chemicals LLC ("VPO), a minimum of six
consecutive months (or such additional time as may be agreed to between Purchaser and VPQ of
all services ((he "Trans'lio_, _.�_n Services") under the Shared Services Agreement, beginning upon
the closing of the Sale. The Transition Services shall be provided by Purchaser an commercially
reasonable terms, as agreed upon between VPC and the Purchaser (the "Parties"). In the event
that the Parties are unable to reach agreement on the commercially reasonable terms of such
Transition Services by September 16, 2016, the Parties hereby submit to the jurisdiction of the
Bankruptcy Court and shall request that the Bankruptcy Court determine the commercially
reasonable terms of such shared services for such period of time, which shall be determined
(either by agreement of the Parties or further Order of this Court) prior to the Closing Date of the
Sale.
44, The Limited Objection of the Ofeial Committee of Unsecured Creditors to
Motion of Debtors for Entry of an Order: (A) Approving and Authorizing Sale of substantially
All Debtor Assets to Successful Bidder Free and Clear of All Liens, Claims, Encumbrances and
Other Interests, (B) Approving Assumption and Assignment of Certain Executory Contracts and
Unexpired Leases Related Thereto, and (C) Granting Related Relief [Docket No. 364], and
Motions filed by the Committee in connection therewith [Docket Nos. 340 and 341] are resolved
EATR1279521125,6
32 -

. 0
Case 16-11290-CSS Doc 392 Filed 09108I16 Page 33 of 33
with prejudice and withdrawn (other than with respect to the Mediation Issues as defined in the
executed Term Sheet described on the record ut the Stile hearing, and a copy of which is
attached hereto as Exhibit D , which Mediation Issues are preserved and will be addressed in the
manner set forth in the Term Sheet) based upon the resolutions and representations made on the
record at the Sale Hearing. Nothing in this Order shall be interpreted as approving any plan or
structured dismissal, or any terms of the some, including any such terms set forth in Exhibit D
hereto.
45. The Objection of the United States, Ohio, Indiana, and Utah to the Debtors' Safe
ofSubstanriallyAll Their Assets jDockct No. 3651 (the "Environmental Obiection'"), is resolved
and withdrawn based upon the resolutions and representations made on the record at the Sale
Hearing, Post -closing, Purchaser will comply with the existing Consent Decrees with respect to
the Tibbs Avenue Superfund site, including maintaining financial assurance, provided that the
EPA shall continue in good faith to consider approving air sparging as an alternative remedy
and entering intn a new agreement with the Purchaser that will replace the existing Consent
Decrees on terms and conditions consistent with the proposed Sale. Purchaser will not sign the
existing consent decree. To the extent that the Debtors, the Purchaser and the relevant
governmental authorities are not able to document an agreement reflecting the terms set forth at
the Sale Hearing, the relevant governmental authorities reserve the right to seek to enforce the
terms of the resolutions and representations made on the record at the Sale I leaning and to seek
further relief from the Court prior to the closing of the Sale.
Dated: September B, 2016 e
Wilmington, Delaware The Honorable Christopher S. Sontchi
United States Bankruptcy Judge
-33 -
EA- nn7957E2] b

PAT MCCRORY
Governor
DONALD R. VAN DER VAART
Energy, Mineral
and Land Resources
ENVIRONMENTAL OUALITV
December 22, 2016
Mr. Benjamin D. Stewart
Vertellus Greensboro, LLC
2110 W. Gate City Blvd,
Greensboro; NC 27403
TRACY DAVIS
1,11mcror
Subject: NPDES Stormwater Permit NCG060098
Vertellus Greensboro, LLC
Formerly Vertellus Performance
Materials, Inc.
Guilford County
Dear Mr. Stewart:
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. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land
Resources
cc: Winston-Salem Regional Office
Stormwater Permitting Program Files
Central Files
State of North Carolina I Environmental Quality J Energy, Mineral and Land Resources
1612 Mail Service Center 1 512 North Salisbury Street I Raleigh, North Carolina 27699-1612
919 707 9220 T

S"CATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALI'CY
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCG060000
CERTIFICATE OF COVERAGE No. NCG060098
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,
Vertellus Greensboro, LLC
is hereby authorized to discharge stormwater from a facility located at:
Vertellus Greensboro, LLC
2110 High Point Road
Greensboro
Guilford County
to receiving waters designated as North Buffalo Creek, a class WS-V; NSW waterbody in the
Cape Fear River Basin; in accordance with the effluent limitations, monitoring requirements, and
other conditions set forth in Parts I, I1, III, and IV of General Permit No. NCG060000 as
attached.
This certificate of coverage shall become effective December 22, 2016.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day December 22, 2016.
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

PAT MCCRORY
DONALD R. VAN DER VAART
Energy, Mineral
and Land Resources
ENVIRONMENTAL QUALITY
December 22, 2016
Mr. Benjamin D. Stewart
Vertellus Greensboro, LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
TRACY DAV[s
Oow,ror
Subject: NPDES Stormwater Permit NCG060098
Vertellus Greensboro, LLC
Formerly Vertellus Performance
Materials, Inc.
Guilford County
Dear Mr. Stewart:
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. Davis, P.E., CPM, Director
Division of Energy, Mineral and Land
Resources
cc: Winston-Salem Regional Office
Stormwater Permitting Program Files
Central Files
State of North Carolina I Environmental Quality I Energy, Mineral and Land Resources
1612 Mail Sen ice Center 1 512 North Salisbury Street I Raleigh, North 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. NCG060000
CERTIFICATE OF COVERAGE No. NCG060098
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,
Vertellus Greensboro, LLC
is hereby authorized to discharge stormwater from a facility located at:
Vertellus Greensboro, LLC
2110 High Point Road
Greensboro
Guilford County
to receiving waters designated as North Buffalo Creek, a class WS-V; NSW waterbody in the
Cape Fear River Basin; in accordance with the effluent limitations, monitoring requirements, and
other conditions set forth in Parts I, 1I, 111, and IV of General Permit No. NCG060000 as
attached.
This certificate of coverage shall become effective December 22, 2016.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day December 22, 2016.
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

P.
LV,V2ft211115'-
November 2, 2016
NC DENR
Division of Energy, Mineral, and Land Resources
Land Quality Section / Stormwater Permitting
1612 Mail Service Center
Raleigh, NC 27699-1612
RE: Notice of Acquisition of Greensboro Operation of
Vertellus Performance Materials Inc.
On May 31, 2016, Vertellus Performance Materials Inc. and certain of its affiliates filed
voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code with the
United States Bankruptcy Court for the District of Delaware, captioned In re Vertellus
Specialties Inc., etal, Case No. 16-11290 (Bankr. D. Del.)
Pursuant to an order entered by the Bankruptcy Court on October 31, 2016, Vertellus Greensboro
LLC will acquire the real property and manufacturing assets located at the Vertellus Performance
Materials site located at 2110 W. Gate City Blvd., Greensboro, NC 27403.
Please note that the site submitted an initial request for ownership transfer on 9/12/2016 to
transfer from Vertellus Performance Materials to Vertellus LLC in anticipation of closure of the
bankruptcy case on 9/30/2016. However, that close on 9/30/2016 as Vertellus LLC did not
occur. Instead, the Bankruptcy close occurred on 10/31/2016 and the new ownership of the
property is by Vertellus Greensboro LLC.
Enclosed is the updated Permit Name/Ownership Change Form submitted to effectuate the
transfer of Vertellus Performance Materials Inc. to Vertellus Greensboro LLC. Please contact
myself or Mi elle Kareis at 336-834-4903 if you have any questions.
Benjamin D. Stewart
Site Director
Vertellus Performance Materials Inc.
Attachments
lLu V 7
sililt;-LA 06
;r QUL'!;
Vertellus Greensboro LLC
2110 W. Gate City Blvd.
Greensboro, NC 27403
Phone. [phone] Fax. [phone] www.vertellus.com

Case 16-11290-CSS Doc ? " — " packet po0.152 Date Fi ed: 0910Bl2018
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re: ; Chapter 11
Vertelluls Specialties Inc., et aL,l Case No, 16-11290 (CSS)
Debtors. (Jointly Administered)
x Related Dkt Nor. 16. 10, 112, 182, 792, 302, 3a4
----------------------------- 3", 349 and 388
ORDER (A) APPROVING AND AUTHORIZING SALE OF SUBSTANTIALLY
ALL OF DEBTORS' ASSETS PURSUANT TO PURCHASER'S
ASSET PURCHASE AGREEMENT, FREE AND CLEAR OF ALL LIENS,
CLAIMS, ENCUMBRANCES AND OTHER INTERESTS, (B) APPROVING
THE, ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY
CONTRACTS AND UNEXPIRED LEASES RELATED THERETO,
AND GRA 'IN TED RELIEF
This matter is before the Court on the motion (the "Motion"T of the abovo-captioned
debtors (the "Debtors") far the entry of an order pursuant to sections 105(a), 363 and 365 of title
I 1 of the United States Code (the "Bankruptcy Code"), Rules 2002, 6004, 6006, 9007 and 9014
of the Federal RWas of Bankruptcy Procedure (as amended from time to time, the "Bankruptcy
Rules'), and Rules 2002-1 and 6004-1 of the Local Rules of Bankruptcy Practice and Procedure
of the Bankruptcy Court for the District of Delaware (the "Local Rules) (a) authorizing the sale
of the Purchased Assets free and clear of licris, claims, enct rtbrances, and other interests, except
a provided by the Asset Purchase Agreement to Valencia Hideo LLC (the "Purchaser'); (b)
' The Debtors in theca ehapter 1 t case*, slang with the ism four dWu of each Debmr's feduld tax idcntifieatiw
number, arc; Vrrtoltw Speeialtics lloldinas Corp. (9569); Vertnllus Specialties lap. (7240k VKWUw
- Agriculture & Nutrition Specialties LLC (5687); Tibbs Avwue Company (9642); Vrrtelhts Specialties PA LW
(0900); Venellus Health R. Specialty Products LLC (6325); VetteUus Specialties M1 LLC (0398); Vermflus
Perfwma»ce Materials lac. (7461h Rudterford Chcrnic b LLC (8978); Solar Aluminum Technology Services
(d1Na S.A.LMS.) (3632); and MRM Toluic Company. Inc. (05"). The uuiling add= of each of ac Debtors,
solely for purptnea of notices andoDuanunications, is 201 N. Illinois Street, Suite I NO, hrdienapolts, IN 46204.
Case 16-11290-CSS Doc 392 Filed 09/08116 Page 2 of 33
approving the assumption and assiutment of certain of the Debtors' executory contracts and
unexpired leases related thereto; and (c) granting related relief; and the Court having heard
statements of counsel and the evidence presented in support of the relief requested by the
Debtors in the Sale Motion at a hearing before the Court an September 7, 2016 (the "Sale
Hearin, " ); and it appearing that the Court has jurisdiction over this trader, and it further
appearing that the legal and factual bases set forth in the Sale Motion and at the Sale Hearing
establish just cause for the relief granted herein; and after due deliberation thereon,
THE COURT HEREBY FINDS AND DETERMINES THAT:
1. Jurisdiction, Final Order and Statutary Predicates
A. The Court has jurisdiction to hear and determine the Sale Motion pursuant to 28
U.S.C. §§ 157(bxi) and 1334(a) and the Amended Standing Order of Reference from the United
States District Court for the District of Delaware dated as of February 29. 2012. This is a care
proceeding pursuant to 28 U.S.C..§ 157(b)(2)(A), (N) and (0). Venue is proper in this District
and in the Court pursuant to 28 U.S.C. §§ 1409 and 1409.
B. This order constitutes a final and appealable order within the meaning of 28
U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), and to any extent
necessary under Bankruptcy Rude 9014 and Rule 54(b) of the Federal Rules of Civil Procedure,
as msde applicable by Bankruptcy Rule 7054, the Court expressly finds that there is no just
reason for delay in the implementation of this order, and expressly directs entry of judgment as
set forth herein-
C. The statutory predicates for the relief requested in the Sale Motion are sections
105(a), 363(b), (i), and (m), and 365 of the Bankruptcy Code and Bankruptcy Rules 2002(a)(2),
6004(a), (b), (c), (e), (f) and (h), 6006(a), (a) and (d), 9007 and 9014.
' Capitalized terms used bra not otherwise defined herds :hall have die meanings asalbed to tbem in the Motion
IIIIlIIl111�1lll�llllllllillllllllllllllllllllllll -2-
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 3 o133
D. The Court entered the Bidding Procedures Order on June 29, 2016 [DkL No.1691.
E. The findings of fact and conclusions of law set forth herein constitute the Court's
findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, trade applicable to
this proceeding pursuant to Bankruptcy Rule 9014.
F. To the extent any of the following findings of fact constitute conclusions of law,
they are hereby adapted -as such. To the extent any of the following conclusions of law
constitute findings of fact, they are hereby adopted as such. Any findings of fact or conclusions
of law stated by the Court on the record at the Salt Hearing are hereby incorporated, to the extent
they are not inconsistent herewith.
G. In the absence of a stay pending appeal, the Purchaser, being a good faith
purchaser under section 363(m) of the Bankruptcy Code, may close the transaction contemplated
by the Final APA (as defined herein) at any time after entry of this Sale Order, and cause has
been shown as to why this Sale Order should not be subject to the stay provided by Bankruptcy
Rules 6004(h) and 6006(d).
H. Notice of the Sale, Auction and the Cure Amounts
A. In compliance with the Bidding Procedures Order, actual written notice of the
Sale Motion, the Sale Hearing, the assumption and assignment of.the Assumed Executory
Contracts (as defined below) and a reasonable opportunity to object or be heard with respect to
the Sale Motion and the relief requested therein have been afforded to all known interested .
persons and entities, including, but not limited to the following parties (the "Notice Parties'): (i)
the United States Trustee; (ii) counsel to the Committee; (iii) counsel to the DIP Agent; (iv)
counsel to the DIP Lenders; (v) counsel to the Prepelition Term Lenders; (vi) the Tam Loan
Agent; (vii) the Securities aitd Exchange Corrunission; (viii) all suite and local taxing authorities
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I FAShE2Al2trs.6
Case 16-11290-CSS Doc 392 Filed 09108/15 Page 4 of 33
in the jurisdictions in which the Debtors have or may have any tax liability; (ix) the Internal
Revenue Service; (x) the United States Department of Justice; (xi) all poisons or entities known
to the Debtors that have or have asserted a lien on, or security interest in, all or any portion of the
Purchased Assets; (xii) all non -Debtor parties to each Assumed Executory Contract (each a
"Contmct Counlernally'); (xiii) the Pension Benefit Guaranty Corporation; (xiv) the
Environmental Protection Agency and any state environmental agencies in states in which the
Debtors have environmental Liabilities; (xv) all potential bidders previously identified or
otherwise known to the Debtors; and (xvi) all parties that have requested special notice pursuant
to Bankruptcy Rule 2002.
B. In accordance with the provisions of the Bidding Procedures Order, the Debtors
have served the Cure Notice or Supplemental Cure Notice [D.I. 192, 302 & 3361, as applicable,
upon the Contract Ceunterparties: (i) that the Debtors seek to assume and assign to the Purchaser
certain executory contracts and unexpired leases (the "Assumed Executory Contracts') nn
September 30, 2016 (or such other date on which the transactions contemplated by the
Purchaser's Asset Purchase Agreement are cunsutmnated. the 'KQl sing Date'); and (ii) of the
proposed Clue Amounts, if any, for such Asstuned Executory Contracts. Pursuant to Fod. R.
Bankr. P. 6006(c), the Court finds that the service of such Cure Notice or Supplemental Cure
Notice was good, sufficient and appropriate under the circumstances, in compliance with the
Bidding Procedures Order, and no further notice need be given in respect of establishing the
Care Amount for the Assumed Executory Contracts, The Contract Counterparties have had an
opportunity to object to the Cure Amounts set forth in the Cure Notice or Supplemental Care
Notice, as applicable.
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Case 16-11290-CSS Doc 392 Filed 0910EV16 Page 5 of 33
C. As evidenced by the affidavits of service previously filed with the Court, proper,
timely, adequate, and sufficient notice of the Sale Motion, Auction, Sale Hearing, and Sale has
been provided in accordance with sections 102(1} 363 and 365 of the Bankruptcy Code and
Bankruptcy Rules 2002, 6004, 6006 and 9014. The Debtors also have complied with all
obligations to provide notice of the Auction,.the We Hearing, and the Sale required by the
Bidding Procedures Order. The notices described in paragraphs LA to I.G herein were good,
sufficient and appropriate under the circumstances, aral no other or further notice of the Sale
Motion, Auction., We Hearing, Sale, or assumption and assignment of the Assumed Executory
Contracts is required.
D. The Debtors have articulated good and sufficient reasons for the Bankruptcy
Court to grant the relief requested in the Motion regarding the Sale-
E. The Procedures Notice served by the Debtors on the Notice Parties provided all
interested parties with timely and proper notice of the Sale, Sale Hearing and Auction.
. F. The Cure Notice and Supplemental Cure Notice provided Purchaser and the
Contract Counterparties with proper notice of the potential assumption and amig=cnt of the
Assumed Executory Contracts and any cure amount relating thereto, and the procedures set forth
in the Bid Procedures Order with regard to any such cure amount to satisfy section 365 of the
Bankruptcy Code and Bankruptcy Rule 6006.
G. The disclosures made by the Debtors concerning the Sale Motion, the Asset
Purchase Agreement of the Purchaser, the Auction, the Sale, and the Sale Hearing were good,
complete and adequate.
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 6 of 33
Ill. Good Faith of the Purchaser
A. The Purchaser is not an "insider' of the Debtors, as that term is defined in section
101(31) of the Bankruptcy Code.
B. The Purchaser is purchasing the Purchased Assets in good faith and is a goad faith
buyer within the meaning of section 363(m) of the Bankruptcy Code and is, therefore, entitled to
the full protection of section 363(m) of the Bankruptcy Code, and otherwise has proceeded in
good faith in all respects in connection with these cases in that, inter alia: (a) the Purchaser
recognized that the Debtors were free to deal with any other party interested in acquiring any or
all of the Purchased Assets; (b) the Purchaser complied with the provisions in the Bidding
Procedures Order (c) the Purchaser agreed to subject its bid to the competitive bidding
procedures set forth in the Bidding Procedures Order; (d) the Purchaser in no way induced or
mussed the chapter 1 I filing by any of the Debtors; (e) all 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; (f) the Purchaser has not violated section 363(n) of the Bankruptcy Code by
any action or inaction; (g) no common identity of directors or controlling stockholders exists
between the Purchaser and any of the Debtors; and (h) the negotiation and execution of the fated
purchase agreement (together with any schedules, exhibits and any other documents or
instruments related thereto, the "Final A " a copy of which is attached hereto as Exhibit A. as
modified, amended or supplemented from time to time) and any other agreements or iastrurmcau
related thereto were at arms' length and in good faith.
FAM1279SM5 & - 5 1 -.279 —.
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 7 of 33
IV. Highest or Best Offer
A. Prior to selecting the Purchaser as the successful bidder, the Debtors solicited
offers to acquire the Purchased Assets from a wide variety of parties. In doing so, the Debtors
afforded potential bidders confidential due diligence access to provide any such bidders an
opportunity to submit a Qualified Bid. Notwithstanding the marketing process undertaken by the
Debtors and their advisors, no Qualified Bid (as defined in the Bidding Procedures Order), other
than the Purchaser's bid, was submitted by the Bid Deadline, and accordingly, on August 29,
2016, the Debtors filed the Nollce of Successful Bidder and Cancellation of Auction [Dkt. No.
349].
B. The Bid Procedures were designed to obtain the highest value for the Purchased
Assets for the Debtors and their estates, and the Final APA constitutes the highest or best offer
for the Purchased Assets. The Debtors' determination, in consultation with the Consultation
Parties, that the Final APA constitutes the highest or best offer for the Purchased Assets was a
reasonable, valid and sound exercise ofthe Debtors' business judgment.
C. The Final APA represents a fair and reasonable offer to purchase the Purchased
Assets under the circumstances of these chapter I 1 cases. No other person or entity or group of
entities has offered to purchase the Purchased Assets, let alone for greater economic value or
otherwise better terms to the Debtors' estates than the Purchaser.
D. Approval of the Sale Motion and the Final APA and each of its exhibits, and the
consummation of the tray s=ctions contemplated thereby is in the best interests of the Debtors,
their creditors, their estates and other parties in interest.
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EAs'ntr7952125.e
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 8 of 33
E. The Debtors have demonstrated compelling circumstances and a good, sufficient,
and sound business purpose and justification for the Sale prior to, and outside of, a plan of
reorganization.
V. No Fraudulent Transfer
A. ' The consideration provided by the Purchaser for the Purchased Assets, Assumed
Executory Contracts and Assumed Liabilities pursuant to the Final APA is fair and adequate and
constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and
under the laws of the United States, any state, territory, possession, or the District of Columbia.
VI. Method of Effecting the Sale
A. In order to credit bid the claims of the Prepetition Term Lenders as set forth in the.
Final APA, and upon the prior written direction to the Prepetition Term Agent by the Prepetition
Term Lenders holding the requisite amount of Prepetition Term Facility Obligations, the
Prepetition Term Lenders shall be permitted to utilize one or more designees, agents or sub-
agents (in each case, a "Designed') to take assignment of (i) the rights of the Prepetition Term
Lenders under the Bankruptcy Code, the DIP Order and the Final APA to credit bid the
Prepetition Term Facility Obligations, and (ii) any equity issued by the Purchaser and any loans
issued by the Purchaser (collectively, the "Deli t "). In exchange for the Designated
Rights, the Designee shall be obligated to designate or tninsfer to the Purchaser and/or its
subsidiaries the Purchased Assets. The Designee is Further permitted to distribute, on behalf of
Purchaser, the Designated Rights to the Prepetition Terra Lenders in respect of the Prepeddun
Term Facility Obligations under the Tent Loan Agreement.
B. In connection with the disposition of proceeds to be provided to the Prepetition
Term Lenders under the Final APA, Prepetition Tenn Lenders shall receive certain second lien
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Case 16-11290-CSS Doe 392 Filed 09108/16 Page 9 of 33
loans issued by the Purchaser and shall be deemed for all purposes to be (i) signatories to, and
"Lenders" under, that certain Second Lien Credit Agreement executed by Purchaser (the
"Second Lien Credit ni) with all of the rights and obligations of a signatory thereunder
and (ii) signatories to such other agreements the Purchaser deems necessary in its reasonable
discretion to execute to complete the transactions set forth herein and in the Final APA. In
addition, in connection with the disposition of proceeds to be provided to the Prepetition Term
Leaders under the Final APA, Prepetition Term Lenders may elect to receive and retain, on a
ratable basis, an initial distribution of equity issued by the Purchaser (or the Designee) (such
equity being referred to herein as "Purchaser Eouitv"). Prepetition Term Lenders who elect to
receive Purchaser Equity shall be deemed for all purposes to be signatories to, and "Members"
under, the operating agreement of the Purchaser and any agreement among "Members" or unit
holders of the Purchaser, io each case, with all of the rights and obligations of a signatory
thereunder. Any Prepetition Term Lender may decline to accept its ratable allocation of the
Purchaser Equity (any such declining Prepetition Term Lender being referred to herein as a
-Declininim MpLation Term Lende ) by providing written notice thereof to the Purchaser (such
notice, an `Rquity Re" ion Noti ") no more than thirty (30) days after the Closing Date, and in
such event such Declining Prepetition Term Lender's interest in the Purchaser Equity shall be
held by the Purchaser in test pursuant to the terns hereof and the Purchaser's operating
agreement for the benefit of such Declining Prepetition Term Lender.
C. Should any Prepetition. Term Lender be unwilling or unable to receive its ratable
share of the Purchaser Equity, or should any Prepetition Term Lender provide an Equity
Rejection Notice to the Purchaser in accordance with Paragraph B herein, then pursuant to the
operating agreement of the Purchaser, the Purchaser shall hold such Purchaser Equity in trust for
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Case 16-11290-CSS Doe 392 Filed 09/08/16 Page 10 of 33
the benefit of the Declining Prepetition Term Lenders, and such Purchaser Equity shall he
deemed for all purposes to vote with the plurality of equity interests voting on any issue
presented to the holders of the Purchaser Equity for decision. Upon liquidation of all Purchaser
Equity to cash, the Declining Prepetition Term Lenders shall receive their ratable share of such
cash as proceeds. Neither the Purchaser nor the holders of Purehascr Equity shall have any
obligation, responsibility or duty to the Declining Prepetition Term Lenders in respect of the
Purchaser Equity, other than to deliver the ratable share of any resulting cash proceeds (less
recovery by the Purchaser of such Declining Prepetition Term Lenders' ratable share of
unreimbursed reasonable administrative costs of holding such proceeds in trust) of the Purchaser
Equity to thgDectining Prepeliton Term Lenders or their successors or assigns, if, as and when
mccived. Immediately upon the transfer of the Purchased Assets to the Purchaser and/or one or
more of its subsidiaries, the Prepetition Tent Agent shall have no further obligations to
distribute proceeds to, or otherwise transact with, the Prepetition Tent Lenders in respect of the
Prepelition Term Facility Obligations, and the Prepetition Term Agent and all of its affiliates,
directors, officers, employees, attorneys, consultants and agents (collectively, the "Indemnified
arsons"):shall .be (i) released and discharged from all claims that may be brought by the
Prepetition.Term Lenders and (ii) indemnified and held harmless by the Prepetilion Term
Lendcns from and against, without limitation, any and all losses, liabilities. judgments, claims,
causes of:action, costs, and expenses (including reasonable fees and disbursements of legal
counsel) 'iricurrai.or suffered by any Indemnified Person in any way, in each case of (i) and (ii)
above. dirt0y of indirectly, arising out of, related to, or ennnected with the Prepetition Term
Loan and�tthe DIP fnarr: rp ovided that the foregoing release and indemnity shall out be
applicable,to',gi>y losses suffered or incurred by an Indemnified Person as a result of such
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Case 16-11290-CSS Doe 392 Filed 09108116 Page 11 of 33
Indemnified Person's gross negligence or willful misconduct as determined by a judgment of a
court that is binding upon such indemnified Person, final, and out subject to review on appeal.
D. For U.S. federal income tax purposes, the parties intend that the transactions
contemplated by the Final APA be treated as it taxable transfer of the assets described in the
Final APA (subject to any liabilities expressly being assumed thereunder) to the Prepetition
Lenders in satisfaction of the portion of the Prepetition Term Loans being transferred pursuant to
the Final APA, and fur such other consideration as is provided for in the Final APA, followed by
a transfer of such assets to the Purchaser in exchange fur. the Purchaser equity and new second
lien loans.
E. The procedures set forth in this Section VI are collectiveiv referred to as the
"Credit Bid Steps".
VH. Validity of Transfer
A. The Debtors have full corporate power and authority to execute and deliver the
Final APA and all other documents contemplated thereby, and no further consents or approvals
are required for the Debtors to consummate the transactions contemplated by the Final APA,
except us otherwise set forth in the Final APA.
B. The transfer of each of the Purchased Assets to the Purchaser giving effect to the
Credit Bid Steps will be, as of the Closing Date, a legal, valid, and effective transfer of the
Debtors' interest in such asset, and vests or will vest the Purchaser with all right, title, and
interest of the Debtors to the Purchased Assets free and clear of all Encumbrances (as defined
below in Paragraph 7) accruing, arising or relating to any time prior to the Closing Date, except
for any Permitted Encumbrances and Assumed Liabilities (collectively, the tuned
Liabilities") under the Final APA, with all Encumbrances attaching to the net cash proceeds of
tASrlt M2a271
Case 16-11290-CSS Doc 392 Filed 09/08116 Page 12 of 33
the Sale, if any, attributable to the Purchased Assets in which such holder alleges an
Encumbrance, in the same order of priority, with the same validity, force and effect that such
Encumbrance had prior to the Sale, subject to any claims and defenses the Debtors and their
estates may possess with respect thereto.
C. The Purchaser shall be afforded all exemptions from recording and/or transfer
taxes that apply to the recordation of grant deeds conveying title to real property and
improvements transferred to Purchaser tinder the Final APA as Purchased Assets so as to permit
such recording to occur free of any such taxes.
Vial. Section 363(f) la Satisped
A. The Purchaser would not have entered into the Final APA and would net
consununatc the transactions contemplated thereby and by the Credit Bid Steps (by paying the
Purchase Price and assuming the Assumed Liabilities) if the sale of the Purchased Assets to the
Purchaser, and the assumption and assignment of the Assumed Executory Contracts to the
Purchaser in each case pursutart to the Credit Bid Steps, were not, except as otherwise provided
in the Final APA with respect to the Assumed Liabilities, five and clear of all Encumbrances of
any kind or nature whatsoever, or if the Purchaser would, or in the fur= could (except and only
to the extent expressly provided in the Final APA and with respect to the Assumed Liabilities),
be liable for any of such Encumbrances, including, but not limited to the following: (1) all
mortgages, deeds of trust and security interests (including, without limitation, these identified on
Exhibit B hereto), (2) any pension, welfare, compensation or other employee benefit plans,
agreements, practices and programs, including, without limitation, any pension plan of any
Debtor; (3) any other labor or employment, worker's compensation, occupational disease or
unemployment or temporary disability related claim, including, without limitation, claims that
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Casu 16-11290-CSS Doc 392 Filed 09/08/16 Page 13 of 33
might otherwise arise under or pursuant to any of the following, as they may be amended from
time to time (a) the Employee Retirement Income Security Act of 1974, as amended, (b) the Fair
Labor Standards Act, (c) Tide VI I of the Civil Rights Act of 1964, (d) the Federal Rehabilitation
Act of 1973, (e) the National Labor Relations Act, (f) the Worker Adjustment and Retraining
Notification Act of 1988, (g) the Age Discrimination In Employment Act of 1967 (including
Older Workers Benefit Protection Act), (h) the Americans with Disabilities Act of 1990
(including the ADA Amendments Act of 2009), (i) the Consolidated Omnibus Budget
Reconciliation Act of 1985, 0) state discrimination laws, (k) state unemployment compensation
laws or any other similar state laws, or (1) any other state or federal labor or employment or
benefit claims relating to any cmploymem with any of the Debtors or any of their respective
predecessors; (4) any bulk sales or similar law; (5) any tax statutes or ordinances, including,
without limitation, the Internal Revenue Code of 1996, as amended; (6) any Environmental
laws) (as defined in the Final APA), including, without limitation, any environmental liens or
claims arising out of, or related to, the reports referenced in the Final APA Schedule 4.19; and
(7) any theories of transferee or successor liability, to the extent allowed by applicable law,
except as otherwise set forth in this Order.
B. To the extent allowed by applicable law, except as otherwise set forth in this
Order, the Purchaser (i) is not, and shall not be considered, a successor to the Debtors (ii) has
not, de facto or otherwise, merged with or into the Debtors, (iii) is not a continuation or
substantial continuation of any of the Debtors or their respective estates, businesses or
operations, or any enterprise of the Debtors, and (iv) does not have a common identity of
incorporators, directors or equity holders with the Debtors.
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Case 16-11290-CSS Doc 392 Filed 09/08I16 Page 14 of 33
C. The Debtors may sell the Purchased Assets free and clear of all Encumbrances
(except for the Assumed Liabilities) because, in each can, one or more of the standards set forth
in section 363(f)(1){5) of the Bankruptcy Code has been satisfied. Those holders of
Encumbrances, who did not abject, or who withdrew their objections, to the Sale or the Sale
Motion are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code.
Those holders of the Encumbrances, who did object fall within one or more of the other
subsections of section 363(t) and ere adequately protected by having their Encumbrances, 0 any,
attach to the net cash proceeds of the Sale attributable to the Purchased Assets in which such
holder alleges an Encumbrance, in the same order of priority, with the same validity, force and
effect and subject to all of the Debtors' defcnses'and counterclaims, that such Encumbrance had
prior to the Sale.
LX. Assumption and Assignment of the Executory CootmcO
A. The assumption and assignment of the Assumed Executury Contracts pursuant to
the terms of this order is integral to the Final APA and represents the reasonable exercise of
sound and prudent business judgment by the Debtors.
B. Pxcept as provided in this Order or as may be subsequently agreed upon by the
parries or determined by this Court, the amounts set forth on Fish. ibit C annexed hereto are the
sole amounts necessary under sections 365(b)(I)(A) and (B) and 365(f)(2)(A) of the Bankruptcy
Code to cure all monetary defaults and pay all actual pecuniary lasses under the Assumed
Executory Contracts (the "yltre�m4uats }.
C. Pursuant to the terms ofthe Final APA, the Purchaser will: (i) cure and/or provide
adequate assurance of cure of any monetary default existing prior to the Closing Date under any
of the Assumed Executory Contracts, within the meaning of section 365(b)(1)(A) of the
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 15 of 33
Banintptcy Code; Vi) provide compensation or adequate assurance of compensation to each
Contract Counterparty for actual pecuniary loss to such party resulting from a default prior to the
Closing Date under any of the Assumed Executory'Contracts, within the meaning of section
365(b)(1)(B) of the Bankruptcy Code; and (iii) provide adequate assurance of its future
performance under the Assumed Executory Contracts within the meaning of sections
365(b)(I)(C), 365(b)(3) (to the extent appticahle) and 365(f)(2)(B) afthe Bankruptcy Code.
'X. Assumption of Debtor in Possession Financing
A. Purchaser constitutes a Permitted Successor Borrower under and as defined in the
DIP Credit Agreement executed and delivered pursuant to the Final DIP. Order and Purchaser is
entitled to assume as Borrower and certain Subsidiaries of Purchaser are entitled to assume the
Guaranty set forth in the DIP Credit Agreement as Guarantors.
B. Such assumption by the Purchaser and certain of its Subsidiaries shall constitute a
Permitted Borrower Succession under and as defined in the DIP Credit Agreement and shall
pursuant to the terms of the DIP Credit Agreement be binding on all DIP Lenders without need
for any action by any of the DIP Lenders.
C. Concurrently with such assumption, and giving effect thereto, Purchaser and those
subsidiaries that are assuming the DIP Credit Agreement, may together with Supermajority,
Lenders under and as defined in the DIP Credit Agreement, amend and restate the DIP Credit
Agreement to, among other things: (i) extend the maturity date of the DIP Facility to the eighteen
(18) month anniversary of the Closing Dale; (ii) increase the commitments of certain DIP
Lenders that are willing to do on the same terms and conditions as the existing DIP Facility,
which loans made under. such increased commitments shall be on terms rendering them to be
fully fungible with the existing DIP Facility, (iii) consent to the issuance of second lien loans
-15-
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referred to in the Credit Bid Steps, and (iv) approve the execution and delivery by the DIP Agent
of a reasonable and customary "lien only intercreditor agreement with the representative of the
lenders holding the new second lien loam. Any such amended and restated DIP Credit
Agreement shall, upon approval in writing by the Supermajority Lenders be valid, binding and
effective against all DIP Lenders without need for any action by any DIP Lenders other than
Supermajority I.eridcm, and al] DIP Lenders shall be a party thereto for all purposes.
Notwithstanding anything to the contrary contained in this Order, the Debtors, their estates and
all property of the Debtors' estate shall be, upon Purchaser's assumption of the DIP Facility,
deemed, released, discharged and shall have no further obligation under the DIP Facility, and the
DIP Liens shall be deemed released and shall no longer attach to the Debtors' property Of
proceeds of the Sale.
XL Circumstances for an Immediate Sale
A. To enhance the Debtors' level of liquidity, to reduce the amount of postpetition
financing borne by the Debtors, and to maximize the amount of funding available to provide for
a timely exit from these chapter 11 cases, it is essential that the Sale of the Purchased Assets
occur within the time constraints set forth in the Final APA. Tune is of the essence in
consummating the Sale.
B. Given all of the circumstances of these chapter 11 cases and the adequacy and fair
value of the Purchase Price under the Final APA, the proposed Safe of the Purchased Assets to
the Purchaser constitutes a reasonable and sound exercise of the Debtors' business judgment and
should be approved.
C. . The Sale does not constitute a de facto or sub rasa plan of reorganization or
liquidation because it does not propose to (i) impair or restructure existing debt of, or equity
FRS-M77u2325.6
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interests in, the Debtors, (ii) impair or circumvent voting rights with respect to any plan proposed
by the Debtors, (iii) circumvent chapter 11 safeguards, including those set forth in sections 1125
and 1129 of the Bankruptcy Code, or (iv) classify claims or equity interests.
D. The consummation of the Sale is legal, valid and properly authorized under all
applicable provisions of the Bankruptcy Code, including, without limitation, sections 105(a),
363(b), 363(I), 363(m), 365(b) and 365(f), and all of the applicable requirements ofsuch sections
have been complied with in respect of the Sale.
NOW, THEREFORE, IT IS HEREBY ORDERED, AD.RIDCED AND DECREED
THAT:
Gene_rttl_ Provisions
1. The relief requested in the Sale Motion is granted and approved, and the Sale
contemplated thereby and in the Final APA is approved as set forth in this Order.
2. The record of these cases, including the Court's findings of fact and conclusions
of law, set forth in the Bidding Procedures Order, are incorporated herein by reference and the
Court takes judicial notice of the record.
J. All objections to the Sale Motion or the relief requested therein that have not been
withdrawn, waived, or scaled, as announced to the Court at the Sale Hearing or by stipulation
filed with the Court, or not otherwise resolved by this Order, and all reservations of rights
included therein, are hereby overruled on the merits or have been otherwise satisfied or
adequately provided for.
Approval of the Finet APA
4. The Final APA and all ancillary documents, and all of the terms and conditions
thereof, arc hereby approved. The Credit Bid Steps and aB of the term and conditions thereof,
arc hereby approved.
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Case 16-11290-CSS Doc 392 Filed Og/08l16 Page 18 0133
S. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are authorized
and empowcrcd'to take any and all actions. necessary or appropriate to (i) consummate the Sale
of the Purchased Assets to the Purchaser pursuant to and in accordance with the terms and
conditions of the Final APA, (ii) close the Sale as contemplated in the Final APA and this Order„
and (iii) execute and deliver, perform under, consummate, implement and close fully the Final
APA,.givtng effect to the Credit Bid Steps, together with all additional instruments and
documents that may be reasonably necessary or desirable to implement the Final APA and the
Sale, or as may be reasonably necessary or appropriate to the performance of the obligations as
contemplated by the Final APA and such ancillary documents.
6. This Order shall be binding iu all respects upon the Debtors, their estates, all
holders of equity interests in any Debtor,•al1 holders of any Claims) (as defined in the
Bankruptcy Code) against any Debtor, whether known or unknown, any holders of Liens (as
defined in the Bankruptcy Code, and including, without limitation, all boldcrs of recorded and
unrecorded Liens encumbering PurchasedA sects consisting of real property or improvements, on
all or any portion of the Purchased Assets, all Contract Counterpartics, the Purchaser and all
successors and assigns of the Purc eF,',.any other bidders for die Purchased Assets, any
trustees, if any, subsequently appoiatcd,in any of the Debtors' chapter I cases or upon a
conversion to chapter 7 under the Hanitr�ptcy Code of any of the Debtors' cases. This order and
,.le
the Final APA shall inure to the *i5t of -(he Debtors, their estates, their creditors, the
Purchaser, and their respective successors and assigns.
Transfer of the Pure63aod Asseta
7. Pursuant to sections 105(a), 363(b), 363(f), 365(b) and 365(f) ofthe Bankruptcy
Code, the Debtors are authorized to transfer the Purchased Assets on the Closing Dale. The
Purchased Assets (including the Assumed Executory Contracts) shall be transferred W the
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 19 of 33
Purchaser upon and as af.the Closing Date and such transfer shall constitute a legal, valid,
binding and effective transfer of the Debtors' interest in such Purchased Assets and, upon the
Debtors' receipt of the Purchase Price, shall be free and clear of all Liens, Claims, interests,
rights of setoff (except setoffs exercised prior to the Petition Date), netting and deductions, any
successor or successor -in -interest liability theory, to the extent, if any, allowed by applicable law
and except as otherwise set forth in this Order (collectively, the "Encumbrances"), except for the
Assumed Liabilities under the Final APA, Upon the Closing, the Purchaser shall take title to and
possession of the Purchased Assets subject only to the Assumed Liabilities; nrovided, howevet
that the Purchaser shall not be relieved of liability with respect to the Assumed Liabilities,,
including any obligations accruing under the Assumed Executory Contracts from and after the
Closing. All Encumbrances shall attach solely to the net proceeds of the Sale with the same
validity, priority, force and effect that they now have as against the Purchased Assets, subject to
any claims and defenses the Debtors and their estates may Possess with respect thereto.
V The sale of the Purchased Assets to the Purchaser, and the assumption and
assignment of the Assumed Executory Contracts to the Purchaser, shall be, except as otherwise
provided in the Final APA with respect to the Assumed Liabilities or set forth in this Order, free
and clear of all Encumbrances of any kind or nature whatsoever, or if the Purchaser would, or in
the future could (except and only to the extent expressly provided in the Final APA and with
respect to the Assumed Liabilities), be liable for any of such Encumbrances, including, but not
limited to in respect afthe following: (1) all mortgages, deeds of trust and security interests; (2)
any pension, welfare, compensation or other employee benefit plans, agreements, practices and
programs, including, without limitation, any pension plan of any Debtor, (3) any other labor or
employment, worker's compensation, occupational disease or unemployment or temporary
_19-
EA5 1127952123.6
Case 16-11290-CSS Doc 392 Filed 09/08116 Page 20 of 33
disability related claim, including, without limitation, claims that might otherwise arise, to the
extent allowed by applicable law or otherwise set forth in this Order, under or pursuant to any of
the following, as they may be amended from time to time: (a) the Employee Retirement Income
Security Act of 1974, (b) the Fair Labor Standards Act, (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
Worker Adjustment and Notification Retraining Act of 1988, (a) the Age Discrimination in
Employment Act of 1967 (including Older Workers Benefit Protection Act), (h) the Americans
with Disabilities Art of 1990 (including the ADA Amendments Act of 2008), (i) the
Consolidated Omnibus Budget Reconciliation Act -of 1985, Q) state discrimination laws, (k) state
unemployment compensation laws or any other similar state laws, or (1) any other state or federal
labor or employment or benefit claims relating to any employment with any of the Debtors or
any of their respective predecessors; (4) any bulk sales or similar law; (5) any tat statutes or
ordinances, including, without limitation, the Internal Revenue Code of 1996, as amended; (6)
any Environmental Law(s) (as defined in the Final APA), including, without limitation, any
environmental liens or claims arising out.of, or related to, the reports referenced in the Final
"A Schedule 4.19; and (7) any theories of transferee or successor liability, to the extent
allowed by applicable law, except as otherwise set forth in this Order. For avoidance of doubt,
except relating to the Debtars, their estates and all property of the Debtors' estate which shall be,
upon Purchaser's assumption of the DlP Facility, deemed released, discharged and shall have no
further obligation under the DIP Facility, and the DIP Liens shall be deemed releases) and shall
no longer attach to the Debtors' property and proceeds of the Sale, no Liens arising pursuant to
the Final DIP Order or the DIP Credit Agreement shall be disturbed by this Order or the
consummation of the sale of Purchased Assets and assignment of Assigned Executory Contracts
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Case 16-11290-CSS Doc 392 Filed 09JM16 Page 22 of 33
pursuant to the Final APA and the Credit Bid Steps, and all such liens securing the Loans made
13. If any person or entity which has filed statements or other documents or
to the Debtors pursuant to the Final DIP Order and the DIP Credit Agreement shall remain in full
agreements evidencing Encumbrances on all or any portion of the Purchased Assets shall not
force and effect as perfected first priority liens encumbering only all of the Purchased Assets and
have delivered to the Debtors prior to the Closing, in proper form for filing and executed by the
i
Assigned Executory Contracts.
appropriate parties, termination statements, instrtunents of satisfaction, releases of Liens and
9. Except as expressly provided by the Final APA with respect to the Assumed
easements, and any other documents necessary or desirable to the Purchaser for the purpose of
Liabilities and Assumed Executory Contracts, all persons and entities holding Encumbrances on
documenting the release of all Encumbrances, which the person or entity has or may assert with
all or any portion of the Purchased Assets, hereby are forever barred, esiopped and permanently
respect to all. or any portion of the Purchased Assets, the Debtors are hereby authorized and
erpoined from asserting against the Purchaser or its successors or assigns, their property or the
directed, and the Purchaser is hereby authorized, to execute and file such statements,
Purchased Assets, such persons' or entities' rights relating to any such Encumbrances. On the
instruments, releases and other documents on behalf of such person or entity with respect to the
Closing Date, each holder of an Encumbrance is authorized and directed to execute such
Purchased Assets.
documents and take all other actions as may be deemed by the Purchaser to be necessary or
14. This order is and shall be binding upon and govern the acts of all persons and
desirable to release its Encumbrances on the Purchased Assets, as provided for herein, as such
entities, including, without limitation, all filing agents, filing officers, title agents, title
Encumbrances may have been recorded or may otherwise exist.
companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative
10. All persons and entities are hereby forever prohibited' and enjoined from taking
agencies, governmental departments, secretaries of state, federal and local officials, and an other
any action that would adversely affect or interfere with the ability of the Debtors to sell and
persons and entities who may be required by operation of law, the duties of their office, or
transfer the Purchased Assets and assign the Assumed Executory Contracts to the Purchaser in
contract, to accept, file,'regisler or otherwise record or release any documents ur instruments, or
accordance with the terms of the Final APA and this Order.
who may be required to report or insure any title or state of title in or to any lease; and each of
11- All persons and entities that are in possession of some or test of the Purchased
the foregoing persons and entities is hereby directed to accept for filing this Order as sole and
Assets on the Closing Date are directed to surrender possession of such Purchased Assets to the
sufficient evidence of such transfer of title and shall rely upon this Order to cons^^--' ift the
Purchaser or its assignee at the Closing.
transactions contemplated by the Final APA.
12. A certified copy of this Order may be filed with the appropriate clerk and/or
15. Notwithstunding anything to the contrary in this Order, in the Motion or the Final
recorded with the appropriate recorder to cancel any Encumbrances of record.
APA, the Purchaser shall receive the benefits and burdens of, and be solely responsible for
payment in full of all accrued charges, payments, and the like arising under or pursuant to the
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 23 of 33
Assumed Liabilities. If the Purchaser disputes any alleged charge, credit or payment tinder any
of the Assumed Liabilities and the parties are unable to come to an agreement regarding the
amount actually owed, the dispute may be adjudicated by the Bankruptcy Court or any other
court ofcompcient jur'rsdictinn. The Purchaser shall be entitled to file or record a certified copy
of this Order in the applicable public records in order to give, notice of the termination and
release of Fncumbranees pursuant to this Order (other than Encumbrances securing the DIP
Facility made pursuant to the DIP Credit Agreement as provided in the Final DIP Order and the
DIP Credit Agreement) which Encumbrances are expressly preserved, except with respect to the
Debtors, their estates and all property of the Debtors' estate which shall be, upon Purchaser's
assumption of the DIP Facility, deemed released, discharged and which shall have no further
obligation under the DIP Facility, and the DIP Liens shall be deemed released and shall no
longer anach to the Debtors' property and proceeds of the Sale,
EseCtttOry Contracts and Leases
16. Upon the Closing of The Sale, the Debtors are authorized and directed to assume
and assign the Assumed Executory Contracts to the Purchaser free and clear of all
Encumbrances, except for the obligation to pay the applicable Cure Amount, if any. With
respect to each Assumed Executory Contract, the payment of the applicable Curt Amount (if
any) by the Purchaser shall (a) effect a cure of all monetary dcfaulls existing thereunder as of the
Closmg Date, (b) compensate the applicable Contract Coumlerpany for any actual pecuniary loss
resulting from such default, and (c) together with the assumption of the Assumed Executory
Contract by the Purchaser, constitute adequate assurance of future performance thereof. The
Purchaser shall then have assumed the Assumed Executory Contracts and, pursuant to section
365(t) of the Bankruptcy Code, the assignment by the Debtors of such Assumed Executory
Contracts shall not be a default thereunder. After the payment of the relevant Cure Amounts by
23
EASW 27952M.6
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 24 of 33
the Purchaser, neither the Debtors nor the Purchaser shall have any further liabilities to the
Contract Counterparties other than the Purchaser's obligations under the Assumed Executory
Contracts that accrue and become due and payable on or after the Closing Date.
17. Pursuant to the terms of the Final APA, the Purchaser may, by written notitx to
the Debtors, choose to exclude certain of the Debtors' contracts or leases from the list of
Assumed Executory Contracts until two (2) business days prior to the Closing Date, in which
case each such contract or lease shall not be assumed by the Debtors.
18. Any provisions in any Assumed Executory Contract that prohibits or conditions
the assignment of such Assumed Executory Contract or allows the patty to such Assumed
Executory Contract to terminate, recapture, impose any penalty, condition on renewal or
extension or modify any terra or condition upon the assignment of such Assumed Executory
Coutract, constitute unenforceable ant]4a55ignmcnt provisions that are void and of no force and
efieet pursuant to section 365(f) of the Bankruptcy Code. All other requirements and conditions
under wctioos 363 and 365 of the Bankruptcy Code for the assumption by the Debtors and
assignment to the Purchaser of the Assumed Executory Contracts have been satisfied, and such.
assumption and assignment shall not constitute a default thereunder. Upon the Closing and the
payment of the required Cure Amount by the Purchaser, if any, in accordance with sections 363
and 365 of the Bankruptcy Code, the Purchaser shall be fully and irrevocably vested with all
right, title and interest of the Debtors tinder each Assumed Executory Contract.
19. Other than as provided under the Final APA, there shall be no rent accelerations,
assignment fees, deposits, increases (including advertising rates) or any other fees charged w the
Purchaser or the Debtors as a result of the assumption and assignment of the Assumed Executory
Contracts.
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Case 16-I1290-CSS Doc 392 Filed 09f08116 Page 25 0133
2D. Upon the Closing and the payment of the Cure Amount by the Purchaser, if any,
applicable to any Assumed Executory Contract, the Purchaser shrill be deemed to be substituted
for the relevant Debtor as a patty to such Assumed Executory Contract, and the Debtors shall be
relieved, pursuant to section 365(k) of the Bankruptcy Code, from any further liability under
such Assumed Executory Contract.
21. Upon the Closing and the payment of the applicable Cure Amounts, if any, the
Assumed Executory Contracts shall remain in full force and effect, and no default shall exist
thereunder and there shall not exist any event or condition which, with the passage of time or
giving of notice, or both, would constitute such a default,
22. Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code, all Contract
Counterparties are forever barred and permanently enjoined from raising or asserting against the
Debtors, their estates, the'Purchaser, or any of their respective successors and assigns any
assignment fee, default, breach or claim or pecuniary loss, or condition to assignment, arising
under or related to the Assumed Executory Contracts existing as of the Closing Date or arising
by reasunofthe Closing -
Other Provisions
23. Effective upon the Closing late and except as otherwise provided by stipulations
filed with or announced to the Court with respect to a specific matter, all persons end entities are
forever prohibited and permanently enjoined from commencing or continuing in any manner any
action or other proceeding, whether in law or equity, in any judicial, administrative, arbitral or
other proceeding against the Purchases, including after giving effect to the Credit Bid Steps, its
successors and assigns, or the Purchased Assets, with respect to (a) any Encumbrance arising
prior to the Closing of the Sale or (b) successor liability, to the extent allowed by applicable law,
except as otherwise act forth in this Order.
25
F.ASM27vs2r25 E
Case 16-1i290-CSS Doc 392 Filed 09/08/16 Page 25 of 33
24. To the maximum extent available under applicable law and to the extent provided
for under the Final APA, except as otherwise set forth in this Order, the Purchaser shall be
authorized, as of the Closing Date, to operate under any license, permit, registration and
governmental authorization or approval of the Debtors with respect to the Purchased Assets and,
to the maximum extent available under applicable law and to the extent provided for under the
Final APA, all such licenses, permits, registrations and governmental authorizations and
approvals are deemed to have been transferred to the Purchaser as of the Closing Date, and all
persons and entities arc forever prohibited and permanently enjoined from commencing or
continuing in any manner any action or other proceeding, whether in law or equity, in any
judicial, administrative, arbitrat or other proceeding seeking to revoke, terminate or refuse to
renew, based upon conduct occurring prior to the Sate, any license, permit or authorization to
operate any of the Purchased Assets -or conduct any of the businesses operated with the
Purchased Assets. All existing licenses or permits applicable to the Purchased Assets shall
remain in place for the Purchaser's benefit until either new licenses and permits are obtained or
existing licenses and permits are ttansfetred in accordance with applicable administrative
procedures.
25. Except for the Assumed Liabilities or as otherwise expressly set forth in the Final
APA or this Order, the Purchaser shall not have any liability for any obligation of the Debtors
arising under or related to any of the Purchased Assets. Without limiting the generality of the
foregoing, and except for the Assumed Liabilities provided in the Final APA, the Purchaser shall
not be liable for any Claims against the Debtors or any of their predecessors or affiliates. By
virtue of the Sale, to the extent allowed by applicable law and except as otherwise set forth in
this Order, the Purchaser and Its affiliates, successors and assigns shall not be deemed or
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 27 of 33
considered to, (a) be a legal successor, or otherwise be deemed a successor to any of the Debtors,
(b) have, de facto or otherwise, merged with or into any or all Debtors, or (c) be a continuation or
substantial continuation, of any of the Debtors or their respective estates, businesses or
operations, or any enterprise of the Debtors, in each case by any law or equity, and the Purchaser
has not assumed nor is it in any way responsible for any liability or obligation of the Debtors or
the Debtors' estates, except with respect to the Assumed Liabilities. To lite extent allowed by
applicable law and except as otherwise set forth in this Order, the Purchaser shall have no
successor or vicarious liabilities of any kind or character, including, but not limited to, any
theory of antitrust, cnvironmcatal, successor or transferee liability, labor or employment law, de
facto merger or substantial continuity, whether known or unknown as of the Closing Date, now
existing or hercaHer arising, whether fixed or contingent, with respect to the Debtors or any
Obligations of the Debtors arising prior to the Closing Date, including, but not limited to,
liabilities on account of any taxes arising, accruing or payable under, out of, in connection with,
or in any way relating to the operation of any of the Purchased Assets prior to the Closing.
26. The transactions contemplated by the Final APA and this Outer arts undertaken by
the Purchaser without collusion and in good faith, as that term is described in section 363(m) of
the Bankruptcy Code, and accordingly, the reversal or modiftcalion on appeal of the
authorization provided herein to consummate the Side shall not affect the validity of the Sale
(including the assumption and assignment of the Assumed Executory Contracts), unless such
authorization and such Sale are duly stayed pending such appeal. The Purchaser is a good faith
buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to
the full protections of section 363(m) of the Bankruptcy Code,
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Case 16-11290-CSS DDc 392 Filed 09AW16 Page 28 of 33
27. ' Pursuant to Bartkntptey Rules 7062, 9014, 6004(h) and 6006(d), this Order shall
be effective immediately upon entry and the Debtors and the Purchaser are authorized to close
the Sale immediately upon entry of this Order.
28, As provided in the Final APA, this Order approves and provides for the transfer to
the Purchaser of all avoidance claims (whether under chapter 5 of the Fsankruptcy Code or
otherwise) of the Debtors' estates related to, or arising from, any Assumed Executory Contract or
relating to any Assumed Liability. Notwithstanding anything to the contrary contained in the
Filial APA, the Debtors and the Purchaser agree to waive and not prosecute any claims and
causes of action under sections 502(d), 544, 545, 547. 548 and 550 of the Bankruptcy Code, or
any other avoidance actions under the Bankruptcy Code belonging to the Debtors or acquired by
the Purchaser against vendors (other than Irtsiders (as such term is defined in section 1QI(31) of
the Bankruptcy Code) of any of the Debtors) continuing to supply goods and services to the
Debtors or the Purchaser during the thirty (30) days after the Closing of the Sale.
29. No bulk sales law or any similar law of any state or other jurisdiction applies in
any way to the sale.
30. The Debtors arc authorized to change thew corporate names in the domestic
jurisdictions in which they are registered or authorized to do business under the names mutually
agreed upon between the Debturs and Purchaser, which such names shall not include the word
"Vettellus", and to provide the Purchaser with evidence of such name changes upon request
thereof.
31, The Final APA'is authorized and approved in its entirety. The failure specifically
to include any particular provision of the Final APA in this Order shall not diminish or impair
the effectiveness of such provision.'
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Case 16-11296-CSS Doc 392 Filed 09/08/16 Page 29 of 33
32. The Fan] APA and any related agreements, documents or other instruments may
be modified, amended or supplemented by the parties thereto and in accordance with the terms
thereof, without frther order of the Court but after consultation with the Consultation Parties,
provided that any such modification, amendment or supplement does not have a material adverse
effect on the Debtors' estatevor on the interests of the Purchaser as determined by the
Bankruptcy Court or a courtof competent jurisdictiun.
33. The Court shall retain jurisdiction to, among other things, interpret, implement,
and enforce the terms and provisions of this Order and the Final APA, all amendments thereto
and any releases, waivers and consents hereLmder and thereunder, and each of the agreements
executed in connection therewith to which say of the Debtors are a parry or which has been
assigned by the Debtors to the Purchaser, and to adjudicate, if necessary, any and all disputes
concerning or relating in any wayto any of the foregoing.
34. All time periods set forth in this Order shall be calculated in accordance with
Bankruptcy Rule 9006(a).
35. To the extent that this Order is inconsistent with any.prior order or pleading with
respect to the Sale Motion filed in these chapter l I cases, the terms of this order shall govern.
36. Upon Closing, any cash proceeds of the Sale shall be paid over to the Debtors for
distribution in accordance with the priorities set forth in the Bankruptcy Code or as otherwise
ordered by this Court.
37. Nothing in this Order or the Final APA releases, nullifies, precludes, or enjoins
the enforcement of any valid police or regulatory liability to a governmental unit to which that
Purchaser may be subject to as the owner or operator of any property that is a Purchased Asset
after the date of entry of this Order, RMIjLtdvcr,that all rights and defenses of the
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 30 of 33
Purchaser trader nonbankruptcy law are preserved. Nothing in this Order or the Final APA
authorizes the transfer or assignment ofany governmental (a) license, (b) permit, (c) registration,
(d) authorization or (e) approval, or the discontinuation of any obligation thereunder, without
compliance with al] applicable legal requirements and approvals under police or regulatory law.
38. Nothing in this Order shall release any entity of any existing liability it may have
under police or regulatory law as of the date of entry of this Order.
39, Nothing in this Order or Final APA impairs or adversely affects any right, if any,
of any governmental unit with respect to any financial assurance, letter of credit, standby trust
fund, surety bond or insurance proceeds of which it is a designated beneficiary as of the date of
entry of this Order or to any insurance proceeds that may be recovered under general liability at
environmental policies.
40. Debtor Vertcllus Specialties Inc. owns the property commonly known as 3201
(ndependeoce Road, Cleveland, Ohio 44105, PPN: 131-12.001 (the "Independence Prome).
The Debtors and the Purchaser acknowledge and agree that the Property is currently listed as an
Excluded Asset on Schedule 1.20) of the Final APA and, therefore, the Independence Property is
not currently one of the Purchased Assets being acquired by the Purchaser pursuant to the Final
APA, the Motion and this Order. VSI and Independence Excavating, Inc. ("Excavating") are
parties to a Ground Lease Agro=cnt dated September 18, 2013 with respect to the
Independence Property (the "IndeMndeoce Lease'). The Debtors and the Purchaser
acknowledge and agree that the Independence Lease is not currently listed as an Assigned
Contract on Schedule 1.1(b) of the Final APA and therefore the Independence Lease is not
currently one of the Purchased Assets being acquired by the Purchaser pursuant to the Final
APA, the Motion and this Order. The Debtors and the Purchaser further =knowledge and agree
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Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 31 of 33
that: (i) the Independence Property and the Independence Lease will not be added to the Final
APA as a Purchased Asset and an Assigned Contract, respectively, prior to the Closing Date; and
(H) the Purchaser will not purchase the Independence. Property and will not assume the
Independence Lease whether in connection with the Motion, the Final APA or otherwise. Based
on the foregoing, Excavating has withdrawn its August 24. 2016 Objection to the Motion [Dkt.
No. 3321. The withdrawal of the Objection is without prejudice to Excavating's right to asset%
the arguments in the Objection -in response to any future attempt by the Debtors to sell the
Independence Road Property or any pleading filed in this ease affecting Excavating's rights
under the Independence Lease or otherwise.
41. The Purchaser shall perform in the ordinary course of business its obligations
under those certain (i) Labor Agreement, dated September 18. 2013, by and among Vcrtcllus
Specialties Inc. and the United Steel, Paper and Forestry, Rubber,' Manufacturing, Energy, Allied
Industrial and Service Workers International Union on behalf of local 4-406, as modified, and
i
i
t (ii) Labor Agreement, dated September 1, 2013, by and among Vertellus Specialties Inc. and the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union on behalf of Local 1999, as such agreements are modified, whether
such obligations arose prior to closing or aflerwards.
42. On August 30, 2016, Cargill Dry Corn Ingredients, Inc. ("CDCI"} filed a limited
abjection and reservation of rights to the Motion ("CDCI Objection') 1Dkt_ No. 3541.
Notwithstanding anything to the contrary in this Order or in the Final APA, neither the
"Settlement Agreement" nor.,the "Easement Agreement" (as those Agreements are defined in the
CDCI Objection) are being -assumed or rejected pursuant to this Order or the Final APA.
-31-
EAIT1127912t23.6
Case 16-11290-CSS Doc 392 Filed 09/08/16 Page 32 of 33
Further, CDCI's right to be heard on the issue of whether such Agreements are executory
contracts within the meaning of section 365 of the Bankruptcy Code is expressly reserved herein.
1
43. Notwithstanding anything to the contrary in this Order or the Final APA, in the
event that the Shared Services and Resources Agreement, dated as of January 30, 2015, by and
among Vertellus Specialties Inc., Vertellus Performance Chemicals LLC and other parties
.thercto (the ",fired Services Amement") is not an "Assigned Contract" under the Fuel APA,
Purchaser shall provide to Vertellus Performance Chemicals LLC ("VPC"), a minimum of six
consecutive months (or such additional time as may be agreed to between Purchaser and VPC) of
all services (the "Transil[9n Services") under the Shared Services Agreement, beginning upon
the closing of the Sale. The Transition Services shall be provided by Purchaser on commercially
reasonable terms, as agreed upon between VPC and the Purchaser (the "Parties"}. In the event
that the Parties are unable to reach agreement on the commercially reasonable term of such
Trarsition Services by September 16, 2016. the Parties hereby submit to the jurisdiction of the
Bankruptcy Court and shall request that the Bankruptcy Court determine the commercially
reasonable terms of such shared services for such period of time, which shall be determined
(either by agreement of the Parties or further Order of this Court) prior to the Closing Date of the
Sale.
44. The Limited Objection of the Official Committee of Unsecured Creddori to
Marion of Debtors for Entry of an Order: (A) Approving and Authorizing Sale of Substantially
All Drbtar Assets to Successful Bidder Free and Clear of All Liens, Claims, Encumbrances and
Other Interests, (B) Approving Assumption and Assignment of Certain Executory Contracts and
Unexpired Leases Related Thereto, and (C) Granting Related Relief [Docket No. 364], and
Motions filed by the Commutec in connection therewith [Docket Nos. 340 and 3411 arc resolved
EAsnU279snr.6
-32-

. .t•
Case 16-11290-CSS Doc 392 Filed Q9108116 Page 33 of 33
with prejudice and withdrawn (other than with respect to the Mediation Issues as defined in the
executed Team Sheet described on the record at the Sale Hearing, and a copy of which is'
i
attached hereto as Exhibit D , which Mediation Issues are preserved and will be addressed in the
ro nner set forth in the Term Sheet) based upon the resolutions and representations trade on the
record at the Sale Hearing. Nothing in Ibis Order shall be interpreted as approving any Plan or
structured dismissal, or any terms of the same, including any such terms set forth in Exhibit D
hereto.
45. The Objection of the United States, Ohio, Indiana, and Utah to the Debtors' Sale
of Substantially All Their Assets [Docket No. 365] (the "Environmental Obie&s j, is resolved
and withdrawn based upon the resolutions and representations made on the record at the Sale
Hearing, Post -closing, Purchaser will comply with the existing Consent Decrees with respect to
tbe,Tibbs Avenue Superfund site, including maintaining financial assurance, provided that the
EPA shall continue in good faith to consider approving air sparging as an alternative remedy
and entering into a new agreement with the Purchaser that will replace the existing Consent
Decrees on terms and conditions consistent with the proposed Sale, Purchaser will not sign the
existing conscut decree. To the extent that the Mbtofs, the Purchaser and the relevant
governmental authorities are not able to document an agreement reflecting the terms set forth at
the Sale Hearing, the relevant governmental authorities reserve the right to seek to enforce the
terms of the resolutions and representations made on the record at the Sale hearing and to seek
further relief from the Court prior to the closing of the Sale.
Dated: SeptemberB,2016
Wilmington, Delaware The 1-onorable Christopher S. Sontchi
United States Bankruptcy Judge
-33-
EASn177952M 6

rim.7fill
Environmental
Quality
June 09, 2016
Michelle Kareis, EHS Manager
Vertellus Performance Materials, Inc.
2110 W. Gate City Blvd
Greensboro, NC 27403
Subject: Compliance Evaluation Inspection
Permit No. NCG 060098
Vertellus Performance Materials, Inc.
Guilford County
Dear Ms. Kareis:
PAT McCRORY
GoJern6r
DONALD R. VAN DER VAART
Secretary
On June 08, 2016 Glen White of the North Carolina Department of Environmental Quality;
Department of Eriergy, Minerals, and Land Resources met with you at the facility located at
2110 W. Gate Blvd in Greensboro, to conduct a compliance inspection per the Industrial
Stormwater Permit requirements and to evaluate the facilities outfalls for possible Representative
Outfall Determination which you had requested. This inspection consists of review of the
Stormwater Pollution Prevention Plan, training, monitoring and spills records as well as
observation of the general condition of the site, the outfalls and any possible exposures to
downstream. stormwater. Your assistance with the inspection was greatly appreciated.
Permit:
This facility holds General Stormwater Permit NCG060098 to discharge stormwater from
industrial activity associated with Food & Kindred Products [SIC 201 Soaps, Detergents &
Cleaning Preparations [SIC 2841, Drugs [SIC 285] under the National Pollutant Discharge
Elimination System (NPDES). The permit became effective December 01, 2012 and expires on
October 31, 2017. A copy of the current permit is required to be maintained with the Stormwater
Pollution Prevention Plan (SPPP) documents. The current permit was available for review and
was included in the SPPP.
Record s/Repo ris:
This facility was required to develop and maintain a Stormwater Pollution Prevention Plan
(SPPP) in accordance with Part II, Section A of the permit. The SPPP has been implemented
and was last updated during the first week of June 2016 with personnel changes and minor
changes to operations.
-5--"Nothing Compares
State of North Carolina ,I Environmental Quality
217 West Jones Street 1 1601 Mail Service Center � Raleigh. Nofth Carolina 27699-1601
919, 707 8600

Records include current pen/ink signatures for safety and stormwater training, spills training,
monitoring records, spills records and,a recent Notice of Violation issued by Greensboro Water
Resources Department on January 19, 2016 following a process wastewater discharge to storm
Outfall 5 due to an overflow from secondary containment. The facility followed proper
procedures in notifying jurisdictional authorities, initiating environmental cleanup promptly and
implementing corrective measures to prevent a future similar incident. A permanent berm was
added between to area tank farms and Outfall 5 and an HDPE plug has been added which can be
used to prevent process water from entering downstream stormwater.
Facility Site Review:
This facility is a batch chemical manufacturing plant. It began operations in 1927 at the current
location and today operates 23 chemical reactors. The majority of production at this facility is
dedicated to manufacture of DEET along with manufacture of coatings, sealants and adhesives
used throughout industry. DEET is the major pesticide used to prevent mosquito and other insect
bites. Plant production is currently above it's normal demand due to public and governmental
fears associated with the Zika virus. It is currently discharging approximately 130,000 Gal/day
of process wastewater. It's wastewater permit is for 100,000 Gal/day but they are working with
authorities and hope that allocation may increase.
The plant has several tank farms. All have valved secondary containment areas that drain to the
City's sanitary sewer system. All area that is within an area where industrial processes occur is
further protected by a concrete berm to prevent water from draining into the outfalls. All process
water drains to the City for treatment.
Effluent Receiving Waters:
Effluent from the property drains to an unnamed tributary of South Buffalo Creek, Class WS-V
(NSW) waters of the Cape Fear River Basin.
Self -Monitoring Program:
This facility has six (6) outfalls and has been monitoring at each. They are currently following
the Permit's required Tier I1 response due to consecutive exceedance of parameters. Ms. Kareis
requested NCDEQ's assistance with Determination of Representative Outfall Status due to
consecutive exceedances of analytical monitoring parameters. Three (3) of the outfalls appear to
have no exposure to industrial processes and only pick up roadway contamination. Three (3)
have the potential for exposure to industrial processes. All outfalls were observed during
inspection and their qualitative and analytical data reviewed.
Outfall 1 (Potential exposure to industrial processes) (Exceeded TSS)
Outfall 2 (W. Lee St. Ext. wlLittle potential for exposure) (Within All Parameters)
Outfall 3 (W. Lee St. Ext. wlLittle potential for exposure) (Exceeded TSS, COG, Oil &Grease)
Outfall 4 (Near W. Gate City Blvd) (Exceeded Oil & Grease)
Outfall 5 (Potential exposure to industrial processes) (Within All Parameters)
Outfall 6 (Potential exposure to industrial processes) (Exceeded TSS, COG and Oil & Grease)
Nothing Compares--,.�
State of North Carolina I Environmental Quality
217 West Jones Street 1 1W Mall Ser4ice Center I Rale€gh, North Carolina 27699-1601
919 707 6600

Representative Outfall Determination:
Outfalls 1, 5 and 6 will be representative outfalls for outfalls 2, 3 and 4. Outfalls 1, 5 and 6
have the most potential for exposure to industrial processes. Outfall 6 has exceeded TSS in some
samples. Outfall 5 has been exposed to industrial waste during overflow/spill of process
wastewater. Outfalls 2, 3 & 4 are heavily contaminated by roadway traffic and construction in a
very busy public area.
The facility was found to be compliant with requirements of its industrial stormwater permit. If
you have questions or need additional information, please contact Glen White at [phone].
Sincerely,
Matthew E. Gantt, P.E.
Regional Engineer
Land Quality Section
Winston-Salem Regional Office
Enclosures: Inspection Report
cc: .File Copy Division of Energy, Mineral and Land Resources (WSRO)
Nothing Compares--.....
State of North CariAna I Environmental Quality
217 West Johes Street 11601 Mail Service Center I Raleigh, North Carolina 27699: 1601
919 707 8600

Permit: NCG060098
SOC:
County: Guilford
Region: Winston-Salem
Contact Person: E T Wyrick
Directions to Facility:
System Classifications:
Primary ORG:
Secondary ORC(s):
On -Site Representative(s):
Related Permits:
Compliance Inspection Report
Effective: 12/01/12 Expiration: 10/31/17 Owner: Vertellus Performance Materials Inc
Effective: Expiration: Facility: Vertellus Performance Materials, Inc.
2110 W Gate City Blvd
Greensboro NC 27403
Title: Phone: [phone]
Inspection Date: 06/0812016
Primary Inspector: Glen White
Secondary Inspector(sI:
Certification: Phone:
EntryTime: 10:00AM Exit Time: 11:30AM
Phone: [phone]
Reason for Inspection: Routine Inspection Type: Compliance Evaluation
Permit Inspection Type: Food/Tobacco/Soaps/Cosmetics/Public Warehousing Stormwater Discharge COC
Facility Status: Compliant Not Compliant,
Question Areas:
N Storm Water
(See attachment summary)
Page: 1

Permit: NCG060098 Owner - Facillty:Vertellus Performance Materials Inc
Inspection date: 0610812016 Inspection Type : Compliance Evaluation Reason for Visit: Routine
Inspection Summary:
(See Inspection Report)
Page. 2

Permit: NCGO60098 Owner - Facility: Vortellus Performance Materials Inc
Inspection Date: 06/08/2016 Inspection Type : Compliance Evaluation Reason for Visit: Routino
Analytical Monitoring
Has the facility conducted its Analytical monitoring?
# Has the facility conducted its Analytical monitoring from Vehicle Maintenance areas?
Comment: Analytical monitorin_q has been conducted as re uired. Exceedance of parameters over
consecutive samplings. Following Tiered Response requirements. Currently in Tier 2_
Permit and Outfalls
# Is a copy of the Permit and the Certificate of Coverage available at the site?
# Were all outfalls observed during the inspection?
# If the facility has representative outfall status, is it properly documented by the Division?
# Has the facility evaluated all illicit (non stormwater) discharges?
Comment: All outfalls Observed at inspection.
Yes No NA NE
® ❑ ❑ ❑
❑❑®❑
Yes No NA NE
® ❑ ❑ ❑
® ❑ ❑ ❑
Outfalls 2, 3 & 4 (Catch runnoff from Gate City Blvd, West Lee Street Ext, rooftops and parking
areas with little possible exposure to Industrial Processes.
Outfalls 1, 5 & 6. (These are the outfalls in areas exposed to possible industrial process water.
Outfall 5 is the outfall with a history of two overflows. Measures have been added to prevent
future occurance_s._Outfall 6 is in a grassed area that has only minor exposure to industrial _
processes but it has the highest COD & TSS.)
Representative Outfalls will be 1, 5 & 6.
Qualitative Monitoring
Has the facility conducted its Qualitative Monitoring semi-annually?
Comment: Monitoring records are current for all outfalls.
Stormwater Pollution Prevention Plan
Does the site have a Stormwater Pollution Prevention Plan?
# Does the Plan include a General Location (USGS} map?
# Does the Plan include a "Narrative Description of Practices"?
# Does the Plan include a detailed site map including outfall locations and drainage areas?
# Does the Plan include a list of significant spills occurring during the past 3 years?
# Has the facility evaluated feasible alternatives to current practices?
# Does the facility provide all necessary secondary containment?
# Does the Plan include a BMP summary?
Yes No NA NE
® ❑ ❑ ❑
Yes No NA NE
® ❑ ❑ ❑
■❑❑❑
® ❑ ❑ ❑
® ❑ ❑ ❑
N ❑ ❑ ❑
® ❑ ❑ ❑
®❑❑❑
!❑❑❑
Page: 3

r ,
Permit: NCG060098 Owner-Facility:Vertellus Performance Materials Inc
Inspection Date: 06/0812016 Inspection Type : Compliance Evaluation Reason for Visit: Routine
Stormwater Pollution Prevention Plan Yes No NA NE
# Does the Plan include a Spill Prevention and Response Plan (SPRP)? ® ❑ ❑ ❑
# Does the Plan include a Preventative Maintenance and Good Housekeeping Plan? ® ❑ ❑ ❑
# Does the facility provide and document Employee Training? ® ❑ ❑ ❑
# Does the Plan include a list of Responsible Party(s)? ® ❑ ❑ ❑
# Is the Plan reviewed and updated annually? ® ❑ ❑ ❑
# Does the Plan include a Stormwater Facility Inspection Program? ® ❑ ❑ ❑
Has the Stormwater Pollution Prevention Plan been implemented? ® ❑ ❑ ❑
Comment: Last ma 'or s ill overflow of rocess wastewater documented as required. COG issued NOV
on 1/19/2016. Proper reporting procedures followed at time of spill and measures taken to
prevent a similar future incident. Permanent berm installed to prevent flow to outfall. HDPE plug
installed to plug outtall in emergency situation. Disharge was at Outfall 5.
Page: 4

AteDivision of Energy, Mineral & Land Resources
�.V A Land Quality Section/Stormwater Permitting .
NC 1 National Pollutant Discharge Elimination System
NCH GRaX� p[PapMCMT OF
PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY USE ONLY
Date Received
Year Month Da
t. Please enter the permit number for which the change is requested.
NPDES Permit (or) . . Certificate of Coverage
N I C IS I O N G. 0
It. Permit status Arior to requested change.
a. Permit issued to (company name): Vo rt e- I ty� �l &{ er,'aAs_Thc.
b. Person legally responsible for permit: ' 3�p�;� —A-)
Ctrs MI Last
'ply" [ems
Title
Permit Holder Mailin Address
(2 CeQh s kea T_01 L' Z7 y o.3
City, State Zip
_.(3 3b} 92 J?P1 (33(o)-9ey-Yost
Phone n Fax
c. Facility name (discharge): VILL.- u S_ &'-rp 0U4cp /I &144,Is 'TTjj .
d. Facility address: So eme
Address
City State Zip
C. Facility contact person: r't «Gt� ��� Al&S { 3 } ��Y—V? 03
First / MI / Last Phone
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:
b. Permit. issued to (company name):
c. Person legally responsible for permit:
RE'CEI ED
e
Title
`'107 07 f0
—22I/v I✓. Cif
r74 191fal
Holder
Mailliin' Address
r� f l /�s T�
MD
�/} SM.^ /Permit
7 �� y(
�TVfis.i`���A ER PERMITTING
City
� State
Zip
(3 ge )-29L`l7P
J.s. Ca"
Phone
E-mail Address
d. Facility name (discharge): .
V
e. Facility address:
Address
City
State
Zip
f. Facility contact person:
-ayill
First
M I
last
(�33,Y-y9g3
._ .117kaC& �'QL/
�tl..s 4D"
Phone
E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2 I
Permit contact: , �.t PII� CGf' S
First MI Last
rtl le
Mailing Add ess
City State Zip
L3V 229_�8
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
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:
01 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.
PE ITTEE CERTIFICATION (Permit holder prior to ownership change):
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 a omplete.
Signature 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 ' mplete.
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan. 27, 2014

Meritech, Inc.
Environmental Laboratory
Laboratory Certification NoC.� 165
N6 O�
Contact: Michelle Kareis Report Date: 12/4/2015
Client: Vertellus Performance
2110 High Point Rd. FLProject:1H2O15 Stormwater
Greensboro, NC 27403 DatesSample Rcvd: 11/24/2015 ' Go l&a
Meritech Work Order # 11241514 Sample: Outfall #3 Grab 11/19/15
7a.amn 'israr
Result
-AZa1ySls Date
Reporting Lim',
" .et_-1-1
3i
COD
55 mg/L
11/25/1S
15 mg/L
EPA 410.4
Total Suspended Solids
3 mg/L
11/24/15
2.5 mg/L
SM 2540 D
Oil & Grease (HEM)
<5 mg/L
12/1/15
5 mg/L
EPA 1664A
Meritech Work Order # 1124151-5 Sample: Outfall #6 Grab
11/19/15
Parameters
Result
Analysis Date
Reporting Limit
Method
.DD' '
43 mg/L
11/25/15
-15 mg/L
EPA 410.4
Total Suspended Solids
5 mg/L
11/24/15
2.5 mg/L
SM 2540 D
Oil & Grease (HEM)
G5 mg/L
12/1/15
5 mg/L
EPA 1664A
Meritech Work Order # 11241516 Sample:
Wastewater 1 Composite
11/16-17/15
Parameters
Result
Analysis Date
Reporting Limit
Method
Total Suspended Solids
4.96 mR/1_,
"_'_/2^.; !.
2.5 :..g/l,
SIN!' 2"C:4 t l;
Meritech Work Order # 11241517 Sample:
Wastewater 1 Composite
11/17-18/15
Parameters
Result
Analysis Date
Reporting Limit
Method
'rota] Suspended Solids
288 mg/L
11/24/15
2.5 mg/L
SM 2540 D
1 hereby certify that I have reviewed and approve these data. 1
Laboratory Represen ative
642 Tamco Road, Reidsville, North Carolina 27320
tel.[phone] fax[phone]

Chain of Custody Record CQC
Client: Vertellus
Address: Vertellus
2110 High Point Road
Greensboro, NC 27403
Attention: Michelle Kareis
email: [e-mail]
NPDES #:
Phone: [phone]
Fax:
Email: mkareis@veriellus,com
Project: 1H2015 Stormwater
Po #:
MERITECIH INC.
Environmental Laboratories
' A Division of Water Technology and Control, Inc.
642 Tamco Rd Phone [phone]
Reidsville, NC Fax: [phone]
27320 Email: [e-mail]
Web Site: www.meritech-labs.com
Turn Around Time*
Std (10 days)
©
3 - 5 Day
o
24 - 48 Hr
0
Sample
Location/ID #
Sampling Dates & Times
Person Taking Sample (Signature):
Lab Use Only
START
END
Comp?
Grab?
#of
Conts.
Tests Required
On
Ice?
pH C 2 ? K
Date
Time
Date
Time
Outfall #3
11/19/2015
6:00 AM
Grab
1
Oil and Grease
yes
Outfall #3
11/19/2015
6:00 AM
Grab
1
Total Suspended Solids
yes
Outfall #3
11/19/2015
6:00 AM
Grab
1
COD
yes
Outfall #6
11/19/2015
6:15 AM
Grab
1
Oil and Grease
yes
Outfall #6
11/19/2015
6:15 AM
Grab
1
Total Suspended Solids
yes
Outfall #6
11/19/2015
6:15 AM
Grab
1
COD
yes
o,&7J
5-
Ia=
11
Ts�
Method of Shipment:
Comments: Composite 624 vials prior
organics to obtain lowest
to analysis.
possible reporting
Please perform clean up procedures
limit.
on
UPS
❑ Fed Ex
❑ Hand Delivery
❑Other
•
Will these results be used for regulatory purposes?
Yes 1XX No
*RUSH work must be approved prior to submitting samples.
Relin sh by: Date Time:
/f Z
Rece by: Date: Time:
( 2- Z
Relinquished by: Da e: Time:
Received by: Date: 1 Time:
Relinquished by: Date:
Time:
Received at iab by:
Date:
Time:

NAG of oaq,.
12/4/2015
Michelle Karcis
VertelluS
21 W W Gate City Blvd
Greensboro , NC ' 27403
ICE: Second Notice of Violation
City of Greensboro Land Development Ordinances
Chapter"30-.1277.3 A-2
Violation' location: 2110 High Point'Rd
Dear Ms. Kareis: 7
The City of Greensboro Stormwater Management Division has found that Vertellus located -at 2d•10
W Gate City I3lvd in Greensboro, North' Caralma is in ;violation.of,,City pf Greensboro Code.Chapter .,
30-1277,3'A-2 whicti,states:
♦ "It shall be unlawful for %any person• ,to,discharge. non-stormwater to any'
storsnwater conveyance system .:"
The violation was determined, by McKenzie Smith o'f .Storm4vater Manageiricnt an November 23,
2015, following and on -site observation ati 21 10-W Gate City Blvd which revealedthe foll'owilig _
condition(s):
♦ Wastewater from an onsite manuflt6WHng;'operation improperly. diseharged`to`the
municipal stor-mwatcr conveyance system. and then reached an unnamed tributary
of South Buffalo Creek.' T
- --- —=I'o con3ply�with Chapter 30 of:the C�ty,c�f•GreenSboro Gode of Ordinances, �t=will.-ho-.necessary+En-='-
t
_-conduct -the'foIlo"wing.th'ree_corrective_actions:
.
rt
♦• Immediately, cease. -any activ�tics4'#hdt allow then discharge of wastewater to 'the
municipal sfrirm'watcr conveyancey'steri�. A `' z
♦ Provide: this office with a written .�cscriptiosi; of the chemical composition of'the•.'
wastewater that was ,poteittQly• .rc.leasedl to Ahc stornnwater conveyance systen�,
A
- --" : -Lincluding-the pereentage;ol each'cliemi 6l•c6nstituent°and alija$sociAfW SDS sheets`
,• aG _
♦_ Based on the investigation of the N0`v'cmber 23 2U event ,certain spill prevention and
counteemeaswes implemented' -:by VertelltnsI as a result of.ithe No,yember,2008 discharge
were not "bcinoliowed . Pleaserev�ow5 all written procedures-"" ; rnakc adjustmen S, of
updates 'if needed, -and then.- inform, appropriate ;.staFf'of changes to" prevent,. futtl er
-
discharges to the storrnwater'Coll veyancc'system.
P.O. Box 3136 o Greensboro, -NC 27402-3 ] 36 • www reenistioro-nc�gov,+' (33b) 3TS 2065! TTY # 333-6930

o Please provide this office with written notification before 30 days, January 4, 2015,
explaining: actions taken to prevent future discharges .to the storm drainage system.
Please send written notification to thefollowi_ng address:
Stormwater.Mahagerient`Division
Attn:'McKenzie: Sm ith
13:0. Box"3136
Greensboro, NC 21402-3136
In. accordance with the City of Greensboro Code of'Ominances; failure to comply with this notice
may result in -a civil penalty of up ,to :$5000 -per day,", f ach- 's`ubsequent violation 194 `subject to
incrementally increasing penalties of up to an.:additional $5000 per day. Furtlieririore,.any.penalties
assesscdagainst the City by'the State as a re'stilt:ofthe.violationiwill be=added,to the civil penalty.; ..
Please be "advised that a previous Notice of -Violation was issuc,d.Tbr the'same,aforeinei�tioned;of.1'en_se
on September 17, 2008. (f you fail to comply with this'sccond'`r otice this Violation will. be
forwarded to the Stormwater Management Division Enforcemeni-Officer with, a recommendation for
assessment of a civil penalty.:
If you have any questions concerning this Notice;of Violation; please .contact:me at:(336)' 373-7665
and/[e-mail]
Sincerely, 1
McKenzie Smith
,w
Water Quality, Specialist
Stormwater Management Division
=•, ;.
-,cc:- -•Peter- Schneider -,-Water Quality -Supervisor:
David,Phlegar,.Stormwater Division,Maiiager
r
-. Glen Whife,.NC_DLQ
;�
Joel Wood. City of Greensboro 1?nmerge•ney ManagemcntR ,
Drank Skee, Coordinator of Utilities`'f rctreatinent
Enforcement File =
__._---�-.^a.....—R '- .k L:-3 � Sri s,:v^t,�.,,..:t. _...rl, .r-_4•
_._.. t � k:_+,..

Compliance Inspection Report
Permit: NCG060098 Effective: 12/01/12 Expiration: 10/31/17 Owner : Vertellus Performance Materials Inc
SOC: Effective: Expiration: Facility: Vertellus Performance Materials, Inc.
County: Guilford 2110 W Gate City Blvd
Region: Winston-Salem
Greensboro NC 27403
Contact Person: E T Wyrick Title: Phone: [phone]
Directions to Facility:
System Classifications:
Primary ORC: Certification: Phone:
Secondary ORC(s):
On -Site Re prosentative(s):
Related Permits:
Inspection Date: 12/04/2015 EntryTime: 10:00AM Exit Time: 11:OOAM
Primary Inspector: Glen White Phone: [phone]
Secondary tnspector(s):
Reason for Inspection: Routine Inspection Type: Compliance Evaluation
Permit Inspection Type: FoodlTobaccolSoaps/Cosmetioe!Public Warehousing Stormwater Discharge COC
Facility Status: ❑ Compliant Not Compliant
Question Areas:
Storm Water
(See attachment summary)
Page: 1

Permit: NCG060098 Owner- Facility: Vertellus Performance Materials Inc
Inspection Date: 12)0412015 Inspection Type : Compliance Evaluation Reason for Visit: Rout ne
Inspection Summary:
See Greensboro NOV Letter prepared by McKenzie Smith, Water Quality Specialist.
Page: 2

Permit: NCG060OBB owner- Facility: Veriellus Performance Materials Inc
Inspection Date: 1214412015 Inspection Type : Compliance Evaluation
Reason for Visit: Routine
Stormwater Pollution Prevention Plan
Yes No NA NE
Does the site have a Stormwater Pollution Prevention Plan?
0 ❑ ❑ ❑
# Does the Plan include a General Location (USGS) map?
0 ❑ ❑ ❑
# Does the Plan include a "Narrative Description of Practices"?
0 ❑ ❑ ❑
# Does the Plan include a detailed site map including outfall locations and drainage areas?
N ❑ ❑ ❑
# Does the Plan include a list of significant spills occurring during the past 3 years?
❑ E ❑ ❑
# Has the facility evaluated feasible alternatives to current practices?
❑ ❑ ❑
# Does the facility provide all necessary secondary containment?
❑ ❑ ❑
# Does the Plan include a BMP summary?
N ❑ ❑ ❑
# Does the Plan include a Spill Prevention and Response Plan (SPRP)?
■ ❑ ❑ ❑
# Does the Plan include a Preventative Maintenance and Good Housekeeping Plan?
E ❑ ❑ ❑
# Does the facility provide and document Employee Training?
❑ ❑ ❑
# Does the Plan include a list of Responsible Party(s)?
❑ ❑ ❑
# Is the Plan reviewed and updated annually?
0 ❑ ❑ ❑
# Does the Plan include a Stormwater Facility Inspection Program?
0 ❑ ❑ ❑
Has the Stormwater Pollution Prevention Plan been implemented?
❑ ❑ ❑
Comment: See Greensboro NOV Letter
Qualitative Monitoring
Yea No NA NE
Has the facility conducted its Qualitative Monitoring semi-annually? ❑ ❑ ❑
Comment:
Analytical Monitoring Yes No NA NE
Has the facility conducted its Analytical monitoring? 0 ❑ ❑ ❑
# Has the facility conducted its Analytical monitoring from Vehicle Maintenance areas? ❑ ❑ Q ❑
Comment:
Permit and Outfalls Yea No NA NE
# Is a copy of the Permit and the Certificate of Coverage available at the site? ■ ❑ ❑ ❑
# Were all outfalls observed during the inspection? E ❑ ❑ ❑
# if the facility has representative outfall status, is it properly documented by the Division? 110 ❑ ❑
# Has the facility evaluated all illicit (non stormwater) discharges? 0 ❑ ❑ ❑
Comment: See Greensboro NOV Letter
Page: 3

Vertellusi.11
December 17, 2013
David Phelgar
City of Greensboro
Stormwater Management
2602 S. Elm -Eugene Street
Greensboro, NC 27406
Bradley Bennett, Supervisor
Stormwater Permitting Unit
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: Vertellus Performance Materials, Inc.
Certificate of Coverage Number NCG060098
Dear Sirs:
This is to inform you that the site Owner contact for Vertellus Performance Materials, Inc. has changed.
Effective immediately, Benjamin Stewart should be identified as the owner contact for the facility. Mr.
Sepessy is no longer employed with our organization.
Please let me know if you have questions or require additional information.
Thank you for your help.
_J4i Mt6 /��
Michelle Kareis
EHS Manager
Vertellus Performance Materials Inc.
[phone]
RESPONSIBLE CARE
6
— CE�
JAN 1 0 201q �
Vertellus Performance Materials Inc.
2110 High Point Road
Greensboro, NC 27403
Phone. [phone] Fax. [phone] w.w.vertellus.com

i
Mickey, Mike
From: Kareis, Michelle [[e-mail]]
Sent: Monday, December 17, 2012 2:01 PM
To: Scalcione, Sherri
Cc: Mickey, Mike; Barnhardt, Harold J.; Sepessy, Bryan
Subject: RE:: Boiler Condensate
Sherri
Harold Barnhardt, our Facility Engineer, and I just spoke with Mike Mickey at NCDWQ. i was mistaken when I told you
the stream you asked about that flows into the stormwater drain at the southeast corner of the property is boiler
condensate. This stream is actually made up of stormwater and a small quantity of steam from heating of the front
office building. We proved this on Friday by disconnecting the pump for the sump that feeds the line in question. With
the pump disconnected, there was no flow through the stormwater drain.
Boiler condensate on site is routed either back through the boiler or through the site's effluent system. No boiler
condensate is discharged through the stormwater line.
After speaking with Mike, we are confident that the issue has been resolved and no additional permitting is required.
If you have any questions or require additional assistance, please feel free to contact me. I apologize for any confusion I
may have caused by mis-characterizing the stream going into the stormwater drain.
Michelle
From: Scalcione, Sherri [mailto:[e-mail]]
Sent: Wednesday, December 12, 2012 10:03 AM
To: Kareis, Michelle
Subject: FW: Boiler Condensate
Michelle,
Please see the link below for the permit that specifically addresses boiler condensate. Then if you don't have this permit
you can follow up with Mike Mickey on determining if you need this and how to obtain it.
Mike Mickey
Mike. Mickev(@NCDENR.eov
NC Division of Water Quality
585 Waughtown Street
Winston-Salem, NC 27107
Phone: [phone]
FAX: [phone]
Thanks,
Sherri Scalcione, Water Quality Specialist
Department of Water Resources
City of Greensboro
Phone:[phone] Fax:[phone]

r
PO Box 3136, Greensboro, NC 27402-3136
www.greensboro-nc.gov
From: Schneider, Peter
Sent: Tuesday, December 04, 2012 10:43 AM
To: Scalcione, Sherri
Subject: Boiler Condensate
httpf/Portal.ncdenr.orgUdocument library/get file?uuid=b6c86fac-f553-43bd-81ef-42a5clef8f18&eroupld=38364
Peter W. Schneider, Water Quality Supervisor
Department of Water Resources
City of Greensboro
Ph:336-373-2737; Fax:[phone]
PO Box 3136, Greensboro, NC 27402-3136
www.q reensboro-nc.clov
-------------------------------------------------------
Please note that email sent to and from this address is subject
to the North Carolina Public Records Law and may be disclosed to third
parties.
a
2

Mickey, Mike
x
From: Mickey, Mike
Sent: Monday, December 17, 2012 1:57 PM
To: 'Scalcione, Sherri'
Subject: RE: Couple of Questions
Sherri —Just talked with Michelle at Vertellus, She indicated that they just had condensate that drips off of lines used to
heating the building. The "condensate" mentioned in the NCG500000 permit is for air compressor condensate. So, if
they truly do not have a boiler blowdown discharge, and based on the limited information she provided, then it appears
that the permit would not apply in this instance.
Mike Mickey
Mike.Mickev(@NCDEN R.eov
NC Division of Water Quality
585 Waughtown Street
Winston-Salem, NC 27107
Phone: [phone]
FAX: [phone]
E-mail correspondence to and from this address may be subject to the North
Carolina Public Records Law and may be disclosed to third parties.
From: Scalcione, Sherri [mailto:[e-mail]]
Sent: Monday, December 17, 2012 11:02 AM
To: Mickey, Mike
Subject: RE: Couple of Questions
Thank you for those numbers, I will try them.
I gave Vertellus your information follow up on the permit.
Thanks,
Sherri Scalcione, Water Quality Specialist
Department of Water Resources
City of Greensboro
Phone:[phone] Fax:[phone]
PO Box 3136, Greensboro, NC 27402-3136
www._greensboro;nc y, ov
From: Mickey, Mike [mailto:[e-mail]]
Sent: Monday, December 17, 2012 8:42 AM
To: Scalcione, Sherri
Subject: RE: Couple of Questions
Sherri — See if any of this contact info is still valid for Bluegrass Labels:
Cindy Wyatt — Plant Manager — 316-5093
Will Smithers — HSE Coord. — 316-5092
Julia Robinson - ? — 316-5080

rJ
As for Vertellus, they do not have a permit for boiler condensate.
If the discharge is to surface waters, they would need one. Mike.
Mike Mickey
Mike.Mickey@_NCDENR..Ro�
NC Division of Water Quality
585 Waughtown Street
Winston-Salem, NC 27107
Phone: [phone]
FAX: [phone]
E-mail correspondence to and from this address may be subject to the North
Carolina Public Records Law and may be disclosed to third parties.
From: Scalcione, Sherri [maiIto: [e-mail]]
Sent: Thursday, December 13, 2012 8:29 AM
To: Mickey, Mike
Subject: Couple of Questions
Good Morning Mike,
I mope you are doing well and getting prepared for the upcoming holidays.
My first question is do you have a contact person for Bluegrass Labels on Norwalk? I'm having trouble getting in touch
with them.
The other questions is regarding boiler condensate. We recently discovered a discharge leaving the Vertellus site located
at 2110 High Point Rd. I met on site with Michelle Kareis and she knew right away that the discharge is boiler
condensate. It's my understanding that they would need a permit (NCG500000) for this, is that correct? Do they have this
permit? I spoke with Michelle and told her she would need one if she doesn't have one. She should be in touch with you
soon.
Thank you,
Sherri Scalcione, Water Quality Specialist
Department of Water Resources
City of Greensboro
Phone:[phone] Fax:[phone]
PO Box 3136, Greensboro, NC 27402-3136
www.areensboro-nc.gov
Please note that email sent to and from this address is subject
to the North Carolina Public Records Law and may be disclosed to third
parties.
-------------------------------------------------------
Please note that email sent to and from this address is subject
to the North Carolina Public Records Law and may be disclosed to third
parties.
2

Mickey, Mike
From: Mickey, Mike
Sent: Friday, December 16, 2011 9:50 AM
To: 'Scalcione, Sherri'
Subject: RE: Industrial Inspection - Vertellus
Attachments: Vertellus Fallow-up.pdf
Sherri — Corey performed a follow-up inspection on April 8, 2009 (see attached). The follow-up letter said the "outside
container storage was deemed complaint". So they did satisfy the NOV. However, I cannot say what Corey saw in 2009
and what you saw this week are one and the same. Technically, their secondary containment is only required to contain
the contents of the single largest container in the structure plus sufficient freeboard to allow for a 25-year, 24-hour
storm event. Ideally, we would like the containers to be under roof. But unfortunately, we cannot require it to be
covered.
Hopefully, this answered your question. If not please holler back. Mike.
Mike Mickey
Mike.MickevANCDENR.eov
NC Division of Water Quality
585 Waughtown Street
Winston-Salem, NC 27107
Phone: [phone]
FAX: [phone]
E-mail correspondence to and from this address may be subject to the North
Carolina Public Records Law and may be disclosed to third parties,
From: Scalcione, Sherri [mailto:[e-mail]]
Sent: Thursday, December 15, 2011 1:21 PM
To: Mickey, Mike
Cc: Shoffner, Debbie
Subject: Industrial Inspection - Vertellus
Hi Mike,
I am sending this e-mail today because I have a question regarding a NOV that the State issued Vertellus in 2008 (see
attached). We have a copy of the NOV but I don't have any information regarding the follow up visit.
Basically, my question is if they satisfied the NOV? Specifically with regard to the storage of the bulk liquids.
conducted my inspection on Tuesday and was concerned about the bulk storage of liquids. They have a secondary
containment (see attached pic), is that adequate? Or should they have done more?
Thanks,
Sherri Scalcione, Water Quality Specialist
Department of Water Resources
City of Greensboro
Phone: [phone] Fax:[phone]
PO Box 3136, Greensboro, NC 27402-3136
www.greensboro-nc.4ov

r
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Please note that email sent to and from this address is subject
to the North Carolina Public Records Law and maybe disclosed to third
parties.
z

E ";

NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Charles Wakild, P. E.
Governor Director
December 4, 2012
Bryan Sepessy
Vertellus Performance Materials Inc
2110 High Point Rd
Greensboro, NC 27403
Dee Freeman
Secretary
Subject: NPDES Stormwater Permit Coverage Renewal
Vertellus Performance Materials, Inc.
CDC Number NCG060098
Guilford County
Dear Permittee:
In response to your renewal application for continued coverage under stormwater General Permit NCG060000
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 (CDC)
• A copy of General Permit NCG060000
• 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 lil, 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 CDC was issued are noted either in the
Draft Permit Fact Sheet that accompanied the public notice (http://portal.ncdenr.org/web/wq/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.orp/web/wq/ws/su/npdessw (click on 'General Permits' tab) to review that information
for your specific General Permit carefully.
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
Location 512.N. Salisbury St. Raleigh, North Carolina 27604
Phone: 919-80"-63001 FAX: [phone]t 1.
Internet: wmy-omaterQuatty.org
An Equal Opporl_ �Itv Affinn3live Aclion Empl:r -r
One
NorthCarol i.ia
�V�tural��

Bryan Sepessy
December 4, 2012 +
Page 2 of 2
Some of the changes include:
Part 11:
• Section A: The Stormwater Pollution Prevention Plan (SPPP) section, if applicable, has been updated
to the most current language of our permits. Additional conditions for specific industry sectors have
been added to the SPPP requirements in some cases.
• Sections B, C: Failure to perform analytical stormwater monitoring may result in the Division requiring
that the permittee begin a monthly sampling scheme.
• Sections B, C: A lower TSS benchmark of 50 mg/I for HOW, ORW, PNA and Tr Waters applies to these
more sensitive waters.
• Sections B, C: The monitoring parameter Oil & Grease (O&G) has been replaced by the parameter
Total Petroleum Hydrocarbons (TPH) for vehicle maintenance areas, and in some cases, other
analytical monitoring requirements.
• Sections B, C, D: Inability to sample due to adverse weather must be recorded in the SPPP, or in
separate on -site records if your General Permit does not require an SPPP. Adverse weather is defined
in the "Definitions" section of the permit.
• Sections B, C. The term "Representative Storm Event" has been replaced by "Measurable Storm
Event." A measurable storm event is defined in the permit.
• Section D: If the permittee fails to respond effectively to problems identified by qualitative
monitoring, DWQ may require the permittee to perform corrective action.
Please review Parts 111 and IV to understand the Standard Conditions of your new NPDES General Permit,
including Compliance and Liability, Reporting, Monitoring and Records requirements; Operation and
Maintenance obligations; and Definitions. Please note that all samples analyzed in accordance with the terms
of this permit must be submitted to the Division on Discharge Monitoring Report (DMR) forms available on
the Stormwater Permitting Unit's website above. DMR forms must be delivered to the Division no later than
30 days from the date the facility receives the sampling results from the laboratory. Also note that existing
permittees do not need to submit a renewal request prior to expiration unless directed by the Division.
Your coverage under the General Permit is transferable only through the specific action of DWQ. This permit
does not affect the legal requirements to obtain other permits which may be required by DENR, nor does it
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 the Division's Stormwater Permitting Unit at [phone].
Sincerely,
for Charles Wakild, P.E.
cc: DWQ Central Files
Stormwater Permitting Unit Files
Winston-Salem Regional Office

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCGO60000
CERTIFICATE OF COVERAGE No. NCG060098
STORMWATER
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,
Vertellus Performance Materials Inc
is hereby authorized to discharge stormwater from a facility located at:
Vertellus Performance Materials, Inc.
2110 High Point Rd
Greensboro
Guilford County
to receiving waters designated as North Buffalo Creek, a class WS-V;NSW waterbody in the
Cape Fear River Basin in accordance with the effluent limitations, monitoring requirements,
and other conditions set forth in Parts 1, I1, III, and IV of General Permit No. NCG060000 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 4ch day of December, 2012.
for Charles Wakild, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

December 16, 2011
Vertellus Performance Materials, Inc.
Attn: Michelle Kareis, EHS Manager, Greensboro Plant
2110 High Point Road
Greensboro, NC 27403
RE: Industrial Compliance Inspection
Inspection location: Vertellus Performance Materials, Inc_
2110 High Point Road
SW Permit #: NCG060098
Dear Ms. Kareis:
On December 13, 2011 the City of Greensboro Stormwater Management Division completed an
industrial compliance inspection of the Vertellus Performance Materials, Inc. Local regulations
permit an inspection of industrial facilities under authority granted by City of Greensboro Code
of Ordinance Chapter 30, Article 12, Section 7.1 (C-5). This inspection consisted of two parts: a
review of the facility files/records and an on -site facility inspection.
The inspection was performed by Sherri Scalcione, and the following deficiencies/observations
were noted during the inspection.
Stormwater Pollution Prevention Plan/Spill Plan Review
Site Maps and SWP3
♦ No deficiencies observed.
Spill Prevention and Response Plan
♦ No deficiencies observed.
Monitoring
♦ No deficiencies observed.
Employee Training
♦ No deficiencies observed.

Site Inspection
Preventative Maintenance/Good Housekeeping
♦ No deficiencies observed.
Non-Stormwater Discharges
♦ No deficiencies observed.
If you have any questions concerning this inspection, please contact me at 336-412-6202 or
Sherri. [e-mail].
Sincerely,
Sherri Scalcione, Water Quality Specialist
City of Greensboro, Water Resources Department
cc: Peter Schneider, Water Quality Supervisor
Mike Mickey, N.C. Dept. of Environment and Natural Resources
Industrial Inspection File

_ oC_cober 2s, 20 o
David Phelgar
City of Greensboro
Stormwater Management
2602 S. Elm -Eugene Street
Greensboro, NC 27406
RE: Vertellus Performance Materials
10/25/2010 Effluent Release
Dear David:
Ve rte I I us:"
RECEIVED -
N.C. DCat. of FNR
NOV 0 12010
Wtn5,7n_SaICn
Regional of il;p
This letter is to formally communicate the effluent release that occurred October 25, 2010, at
approximately 11:50 am. A Vertellus employee walking along the grassy area adjacent to Patterson
Avenue on the south side of the facility noticed off -colored water coming from a location on the plant
fenceline. The employee notified the Production Superintendant and the Site Director. The sewer pump
in the area was turned was turned off immediately and any evidence of material outside the plant was
cleaned up. Your office was notified at approximately 11:44 am. Additional notifications have not been
made.
The water appears to have moved down the storm curb towards the stormwater drain located on the
southwest corner of the facility, however there was no indication that the material arrived at or entered the
drain. All material was cleaned up using absorbent material and will be disposed of appropriately.
The material is from a leak in an effluent line that runs parallel to the facility fenceline on the south side
of the facility. This line has been re-routed into the plant and no longer runs along the fenceline. We do
not anticipate any further actions associated with this event. Please feel free to contact me at (336)834-
4903 if you have questions or need further information.
Sincerely,
cx��
Michelle Kareis
EHS Manager
Cc: F6� , ertellus pecialties Inc.
asinger, ENR
file
Anponale Care
C"d Ch—Pyat Ww*
Vertellus Specialty Materials
2110 High Point Road
Greensboro, NC 27403
Phone.336,292.1781 Fax.[phone] www.vertellus.com

r �ecElvt=o ' �
I : C. �eot. of EHR
DEC 0 7 �a�� Vertellus"
1f '.V3ns:omSalem '
j Regional pfiice
December 3, 2009
David Phelgar
City of Greensboro
Stormwater Management
2602 S. Elm -Eugene Street
Greensboro, NC 27406
RE: Vertellus Performance Materials
12/3/09 Sewer Release
Dear David:
This letter is to formally communicate the sewer release that was noted by plant personnel around 7:30
am December 3, 2009. A Vertellus employee walking in the area of the plant gate on West Lee Street
noticed dampness along the joint of pavement repairs along W. Lee Sueet in the vicinity of previous
repairs made by Vertellus. The employee notified his supervisor, who notified the Operations Manager.
The sewer pump was turned off immediately, tank discharge valves were locked out, and the road
construction contractor notified. Road repairs began almost immediately. There was no effluent flow
through the pipes between the times the incident was noted and the time the repairs were made. By copy
of this letter, we are also notifying the following:
• Sharon Miller, City of Greensboro Industrial Waste
• Corey Basinger, NCDENR Stormwater Management
As of approximately 1:30 pm 12/3/09, the contractor had completed repair of the leak.
The amount of water visible from the apparent leak was minimal, and did not reach offsite stormwater
drains. There was not enough material to collect a sample. pH readings of the effluent tanks indicated
the pH of the water was between 7.0 and 11.0 when it left the tanks on site.
We do not anticipate any further actions associated with this event. However, Vertellus is working with
City of Greensboro staff to identify the hest way forward to renovate the Iine currently in service. Please
feel free to contact me at [phone] if you have questions or need further information.
Sincerely, --
Michelle Kareis
EHS Manager
Cc: J. Jones, Vertellus Specialties Inc.
S. Miller, City of Greensboro Industrial Utilities
file
Vertellus Specialty Materials
2110 High Point Road
Greensboro, NG 27403
ResponslbleCan? Phone: [phone] Fax: [phone] www.vertellus.com
GagdChcmittryat Wak

May 6, 2009
David Phelgar
City of Greensboro
Stormwater Management
2602 S. Elm -Eugene Street
Greensboro, NC 27406
RECEIVED
N.C. Dopt. of FMR
MAY 0 8 2009
Winston-Salem
Regional Office
RE: Vertellus Performance Materials 5/5/09 Sewer Release
Dear David:
� Vertellus-
This letter is to formally communicate the sewer release that occurred May 5, 2009 at approximately 8:50 am. A
Vertellus maintenance mechanic walking along the grassy area adjacent to West Lee Street between the small
parking lot and Gate #4 noticed water coming -up from the joint of the pavement and concrete curbing on the side of
West Lee Street. The employee notified his supervisor, who notified the Operations Manager. The sewer pump
was turned off immediately and the following notifications were made:
• David Phlegar, City of Greensboro Stormwater Management (left message)
• Corey Basinger, NCDENR Stormwater Management
• Hank Matty, City of Greensboro Collection Systems
• Sharon Miller, City of Greensboro Industrial Waste (left message)
• Marty Groome, City of Greensboro Industrial Waste
• Sherri Scalcione, City of Greensboro Stormwater Management
The following individuals were on site to assess the situation:
Peter Sneider, City of Greensboro Stormwater Management
Sharon Miller, City of Greensboro Industrial Waste
Hank Matty and 3 person crew from, City of Greensboro Collection Systems
The water may have moved down the storm curb to the stormwater drain located directly west of the facility gate,
across the street, and out into the stormwater drainage ditch located across the street from the gate. The pH of the
water in the drainage ditch was recorded as 7.1 at approximately 9:00 am
A_ contractor has been hired to repair the leak. The leak was repaired, confirmed water tight, and the line returned
to service 5/6, We do not anticipate any further actions associated with this event. Please feel free to contact me at
(336)8344903 if you have questions or need further information.
Sincerely,
Michelle Kareis
EHS Manager
Cc: J. Jon s, Va fell 'S is > s Inc.
asi CDEN -
S. ler, Ci reensboro Industrial Utilities
Vertellus Performance Materials Inc.
2110 High Point Road
Bayonne, NJ 07002
Phone. [phone] Fax. [phone] www.vertellus.com

NC®ENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
Division of Water Quality
Coleen H. Sullins
Director
9 April 2009
Mr, Bryan Sepessy, Plant Manager
Vertellus Performance Materials
2110 High Point Road
Greensboro, NC 27403
SUBJECT: Follow —tip Compliance Evaluation Inspection
Vertellus Performance Materials
NPDES Permit No. NCG060098
Guilford County
Dear Mr. Sepessy:
Dee Freeman
Secretary
A follow-up compliance evaluation inspection was performed on the Vertellus Performance Materials general stormwater
permit (NCG060098) on Wednesday, April 8, 2009 by Corey Basinger.of the Winston-Salem Regional Office. In addition
to you, Ms. Michelle Kareis, Mr. Mike Bowen represented Vertellus Performance Materials during the inspection. The
inspection consisted of two parts: an on -site inspection of the facility and a file review. This follow-up inspection was
conducted subsequent to allotice of Violation issued by this Office on December 1, 2008.
A review of the updated Stormwater Pollution Prevention Plan (SPPP) and facility maps revealed that all the suggested
changes/modifications had been incorporated and were deemed compliant with permit requirements on the date of
inspection. Any future changeshnodiftcations should be clearly noted and all appropriate staff made aware of these.
changes/modifications.
The on -site facility inspection revealed a much improved secondary containment structure and railcar spill containment
area, Outside container storage was deemed compliant of the date of inspection. Continued attention to this area is of great
importance to the proper implementation of the SPPP.
Should you have any additional comments or questions, please do not hesitate to contact Corey Basinger at 336-771-4963.
Sincerely,
(Steve W. Tedder
Water Quality Supervisor
Cc: Michelle Kareis (Vertellus Performance Materials)
Mike Bowen, PE (Vertellus Performance Materials)
Guilford County Health Dept.
Central Files, WSRO_-,
North Carolina Division of Water Quality, Winston-Salem Regional Office
Location: 585 Waughlown St. Winston-Salem, North Carolina 27107
Phone: [phone] FAX: [phone] Customer Service: 1-877-623-6748
Intemet: www.ncwaterqua1ity.org
NorthCarolina
;Vatlr<ndy
An Equal opportunity 1 Affirmative Action Employer

Michael F. Easley, Governor
w a
Mx. Lawrence S. Slovin
Vertellus Performance Materials, Inc.
2110 High Point Road
Greensboro, NC 27403
Dear Mr. Slovin:
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
Division of Water Quality
September 5, 2006
Subject: Permit No. NCG060098
Vertellus Performance Materials, Inc.
Formerly Morflex,.Inc.
Guilford County
. Division personnel have reviewed and approved your request to change your name under the General Permit,
received on August 17, 2006.
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, please contact the Stormwater Permitting Unit at [phone], extension 502.
Sincerely,
Alan W. Klimek P. E.
cc: DWQ Central Files
Winston-Salem Relrional Office, Water Quality Section
Stormwater Permitting Unit
NoCarolina
,11 niurldil
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Internet h2o.enr.state,mus 512 N. Salisbury St. Raleigh, NC 27604 FAX [phone]
An Equal Opportunity/Affirmative Action Employer- 50% Recydedll0% Post Consumer Paper

y O�GF WA 7'9
fl �C
August 25, 2006
Mr. Lawrence S. Slovin
Vertellus Performance Materials, Inc.
2110 High Point Road
Dear Mr. Slovin:
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 .
Subject: Permit No. NCG060098
Vertellus Performance Materials, Inc.
Formerly Morflex, Inc.
Guilford County
Division personnel have reviewed and approved your request to change your name under the General Permit,
received on August 17, 2006.
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, please contact the Stormwater Permitting Unit at [phone], extension 502.
Stncerel ,
GRIINAL SIGNED BY
KEN PICKLE
Alan W. 1 imek P. E.
cc: . DWQ Central Files _
Winston-Salem Relrional Office, Water Quality Section
Storrnwater Permitting Unit
No hCarolina
)atura!!y
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Internet: h2o.enr.state.mus 512 N. Salisbury St, Raleigh, NC 27604 FAX [phone]
An Equal OpportunitylAffinnative Action Employer— 50% Recycledll0% Post Consumer Paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCC060000
CERTIFICATE OF COVERAGE No. NCG060098
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,
VERTELLUS PERFORMANCE MATERIALS, INC.
is hereby authorized to discharge stormwater from a facility located at
VERTELLUS PERFORMANCE MATERIALS, INC.
2110 HIGH POINT ROAD
GREENSBORO
GUILFORD COUNTY
to receiving waters designated as North and South Buffalo Creek, a class C NSW stream, in the Cape Fear River
Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts 1,
11, I11, IV, V and VI of General Permit NCG060000 as attached.
This certificate of coverage shall become effective August 25, 2006.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day August 25, 2006. ORIGINAL SIGNED BY
KEN PICKLE
Alan W. Klimek, Director
Division of Water Quality
By Authority of the Environmental Management Commission

W A TFRQCOW7
E T WYRICK
MORFLEX INCORPORATED
2110 HIGH POINTROAD
GREENSBORO, NC 27403
Dear Permittee:
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
Subject: NPDES Stormwater Permit Renewal
Morflex Incorporated
COC Number NCG060098
Guilford County
In response to your renewal application for continued coverage under general permit NCG060000, 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, 1981
The following information is included with your permit package:
A new Certificate of Coverage
A copy of General Stormwater Permit NCG060000
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 Aisha Lau of the Central Office Stormwater
and General Permits Unit at [phone], ext. 578
Sincerely,
Bradley Bennett, Supervisor
Stormwater and General Permits Unit
CC! Central Files
Stormwater & General Permits Unit Files
Winston-Salem Regional Office
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone]
e"Pn
NCDENR
Customer Service
1- 800-623-7748

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG060000
CERTIFICATE OF COVERAGE No. NCG060098
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,
MORFLI✓X INC
is hereby authorized to discharge stormwater from a facility located at
MORFLEX INCORPORATED
2110 HIGH POINT RD
GREENSBORO
GUILFORD COUNTY
to receiving waters designated as North and South Buffalo Creek, a class C NSW stream, in the Cape Fear River
Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I,
11, 111, 1V, V, and VI of General Permit No. NCG060000 as attached.
This certificate of coverage shall become effective September 1, 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 Natura€ Resources
Gregory J. Thorpe, Ph.D,
Acting Director
Division of Water Quality
Deccmher 27, 2001
ET WYRICK
MORFLL.X INCORPORATED
21 10 1-11 G H PO I N`h R D
GRI ENSBOR0, NC 27403
Suh_jecl: NPDES Stormwater Permit Ren;wal
M(.)RFIvEX INCORPORATED
CQC Nutnh;r NCG060098
Guilford County
Dear Permittee:
Your lacility IS Currently Covcr;d fur Stormwater dischargC urt(ICr General Permit NCG060000. This perrnit expires
on August 31, 2002. The Division staff iS Currently in the prnCCSS ohrCwriIill" this I)CrIII iI and iS SCI]CdulCd tO IIUVC
the permit rcissuC(l by ]ale Summer ol'2002. Once the permit is reissued. your- facility would he Cli,ihle for
C0116110e(1 CUVCr-il 1C under' the reissued I)ermil.
In ordCr to ISSLII-C Your Costtinuc(I coverage under the "encral perrnit, you must apply to the Division of Water
Quality (DWQ) for' rcncwal uh your permil covcra-C. To make this renewal process caslcr, we arc inforrnink' you in
AM10CC that your permit Will 1)exxpiring. Enclosed you will find a General Permit Coverage Renewal
Application Furru. `I-he.applicwion must he completed and returned by March 4,.2002 in order to assure Continued
CovcragC under d:C 4gcncral perrnit.
Fadnr'C to request rcncwal within this tint; period nrrty result in [t civil assessment of at Icast $250.00. Larger
penalties may he ISS;SSCLI dCpcnding on the dclinqucncy of the request. Discharge of stormwater from your facility
Without coverage under a valid stormwater NPDES permit would Constitute a violation of NCGS 143-215.1 attd
could result in assessments of civil penalties ()I'll]) to $10,000 per day.
Plcase mute that ruccnt federal legislation has CXtCnclCd 111C "no CxpOSurC C.rClr1Si0II" to all aperatorS of industrial
facilities in any of the I I catcgories of 'Storm water discharges ,ISSociatCd Willi industrial aClfvfty," (CxCcpt
construction acliviti;s). If you ICCI your facility Ctrn Certify a condition 0 "no c.eposun'. i.c. IhC fticilty industrial
rnat;rials and operalions ar; not exposed to stormwater. you Can apply for the ru> Cxpusure exclusion. For additional
inforttlation Contact the. Central OfficC SIOrntwalCr SttIIT mcnther listed below or check th; Storntwatcr &, Gcncral
Permits Unil We[) Situ al httpa/h2o.cnr.slutc.nc.us/su/storntwatcr.htntl
]f the SuhjCCt stormwater dischargC to waters of the state has been terminuWd, ple.lsc complete the enclnscd
Rescission Request Form. Mailing instructions are listed ern [lie botiorn ol'ilrc form. You Will he notilied When tits
rescission process has hccn con)pletccl.
If you have any qucstionS rC`,arding the permit renewal procedures pIC<rSC contaCI Corey Basingcr of Ili;
Winston-Salem Regional Ofhcc at 336-771-4600 or Aisha L.au of the Central Office St(1rmWatCr' Unit at (919)
733-5083. ext. 578
Sinc;rely,
Bradley 13cnnctt, Supervisor
Storntwaler anti General Perrnils Unit
cc: Central Files
Winston-Salem Re'-6onal OIficc
�!•
NCDIENR
N, C. Division of Water Ouality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone] Custorner Service
1- 800-623-7748

State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Water Quality 4•
James B. Hunt, Jr., Governor '931111%211� -.Oak
Wayne McDevitt, Secretary [D C � F1
A. Preston Howard, Jr., P.E., Director C
September 11, 1997
E.T. WYRICK
MORFLEX INC
2110 HIGH POINT ROAD
GREENSBORO, NC 27403
Subject: Reissued Stormwater General Permit for Certificate of Coverage No. NCG060098
Guilford 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,
for Yil
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

State of North Carolina
Deoartment of Environment,
- H4th and Natural Resources
Division of Environmental Management
James B. Hunt, Jr., Governor
Jonathan B. Howes, Secretary
A. Preston Howard, Jr., P.E., Director
October 8, 1993
Mr. E. T. Wyrick
Morflex Inc.
2110 High Point Rd.
Greensboro, NC 27403
1 -w I W
T Ir
1••
®ENJ�
Subject: General Permit No. NCG060000
Morflex Inc.
COC NCG060098
Guilford County
Dear Mr. Wyrick:
In accordance with your application for discharge permit received on October 22, 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 6, 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. Bill Mills at telephone number 919/733-
5083.
Sincerely,
Original Signed 13y
Coleen H. Su!IRrIs
A. Preston Howard, Jr., P. E.
cc: Winstom-Salem 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

4i
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DMSION OF ENVIRONMENTAL MANAGEMENT
STORMWATER DISCHARGES
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,
Morflex, Inc.
is hereby authorized to discharge stormwater from a facility located at
Morflex, Inc.
2110 High Point Road
Greensboro
Guilford County
to receiving waters designated as North and South Buffalo Creek(s) in the Cape Fear River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III
and IV of General Permit No. NCGO60000 as attached.
This Certificate of Coverage shall become effective October 8, 1993.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day October 8, 1993.
Original Signed By
Coieen H. Su!lins
A. Preston Howard, Jr., P.E., Director
Division of Environmental Management
By Authority of the Environmental Management Commission

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