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Home My WebLink AboutNCG200439_COMPLETE FILE - HISTORICAL_20080616STORMWATER DIVISION CODING SHEET NCG PERMITS PERMIT NO. /v u& DOC TYPE 9 HISTORICAL FILE ❑ MONITORING REPORTS DOC DATE ❑ J 0 D 0 b It" YYYYM M D D 1 warF0QGV �.. NC June 16, 2008 Mr. Christopher J. Bedell Metal Recycling Services, LLC 150 S. Bivens Road Monroe, NC 28112 Dear Mr. Bedell: Michael F. Easley, Governor William G. Ross Jr, Secretary North Carolina Department of Environment and Natural Resources Coleen H. Sullins, Director Division of Water Quality Subject: NPDES General Permit NCG200000 Certificate of Coverage NCG200439 Metal Recycling Services, LLC Formerly Metal Recycling Services, Inc. Union County Division personnel have reviewed and approved your request to transfer coverage under the General Permit, received on April 1, 2008. 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 (919) 733-5083, extension 502. Sincerely, ORIGINAL SIGNED BY KEN PICKLE Coleen H. Sullins cc: DWQ Central Files Mooresville Regional Office, Water Quality Section Stormwater Permitting Unit 0. NoYhCarolina Jl akrrally North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone (919) 733-7015 Customer Service Internet h2.o.encstate.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX (919) 733-2496 1-877-623-6748 An Equal Opportunity/Affirmative Action Employer — 50% Recycled/l0% Post Consumer Paper T STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND.NATURAL RESOURCES DIVISION OF WATER QUALITY GENERAL PERMIT NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200439 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, METAL RECYCLING SERVICES, LLC is hereby authorized to discharge stormwater from a facility located at BISCOE FEEDER YARD 150 S. BIVENS ROAD MONROE UNION COUNTY to receiving waters designated as a UT Rays Fork stream, a class C stream, in the Yadkin River Basin in'accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, 11, III, IV, V, and VI of General Permit No. NCG200000 as attached. This certificate of coverage shall become effective June 16, 2008. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day June 16, 2008. ORIGINAL SIGNED BY KEN PICKLE Coleen H. Sullins, Director Division of Water Quality By Authority of the Environmental Management Commission \Q�oF w n rF90� O MEMO February 19, 2007 To: Sarah Young From: Ken Pickle 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: Metal Recycling Services, Inc. renewals for NCG200422 & NCG200439, 1306 Coakley Street and 150 South Bivens Street, Monroe, NC, respectively Discussion I spoke with William Simmons (the owner of two facilities in Monroe, NC) and his EHS manager, Mike Batson. There is some confusion about these two sites, arising from an incorrect mailing address and a returned renewal. The permittee changed his mailing address and failed to notify us of the change. Here's how it shakes out, I think. 1. For NCG200422, Metal Recycling Services, Inc., 1306 Coakley Street, Monroe, NC. a. Recycling operations have ceased at this site, but the site is not yet cleaned up. The owner told me he wishes to keep the renewed permit at this site. No recission requested for this site. b. This site has a valid street address, but it no longer has a valid mailing address. There is no mail delivery to this site. This is the origin of the recent RTS (of our November 20,2006 renewal transmittal.) c. EHS manager reports that he does not have a current COC for this facility. (Because our 11/20/06 package was RTS.) d. Action required with oermittee - KBP to fax EHS manager the already renewed COC and November 201h letter (already in hand from the RTS package). KBP to also advise him to download the unchanged, renewed General Permit from our website. e. BIMS action - SY to update owner mailing address to: William Simmons, Metal Recycling Services, Inc., POB 812, Monroe, NC 28111. 2. For NCG200439. Metal Recycling Services, Inc., 150 S. Bivens Street, Monroe, NC. a. According to the EHS manager, all appears ok at his end with his renewed COC. No DWQ action required. b. The site address is valid, and operations continue at this location. No DWQ action. c. BIMS action - SY to update owner mailing address as above. cc: SPU files NCG200422 and 439 J Ken On, No)-thCarolina North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone (919) 733-7058 Customer Service Internet: www.ncwaterguility.org Locution: 512 N. Salisbury St. Raleigh, NC 27604 Fax (919) 733-9612 1-877-623-6748 An Equal Opportunity/Allinnative Action Employer— 50% Recycled/10%Post Consumer Paper ATt 9 0r 1 November 20, 2006 William Simmons Metal Recycling Services, Inc. 1306 Coakley St Monroe NC, 28110 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: NPDES Stormwater Permit Coverage Renewal Metal Recycling Services, Inc. CDC # NCG200439 Union County Dear Permittee: In response to your renewal application for continued coverage under general permit NCG200000 the Division of Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. Due to resource constraints, the Division has been unable to adequately consider appropriate modifications to the permit. Therefore, the permit has been reissued without changes from the previous permit, so all conditions remain the same. The permit term for the reissued permit is two years, expiring on September 30, 2008. The general permit may be modified and reissued prior to its expiration. The permit is reissued pursuant to the requirements of North Carolina General Statute 143- 215.1 and the Memorandum of Agreement between the state of North Carolina and the U.S. Environmental Protection Agency, dated December 6, 1983. The following information is included with your permit package: A new Certificate of Coverage A copy of General Stormwater Permit NCG200000 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 permitlee 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 Yadkin -Pee Dee of the Central Office Stormwater Permitting Unit at (919) 733-5083, ext. Ken Pickle. Sincerely, Bradley Bennett, Supervisor Stormwater and General Permits Unit cc: Central Files Stormwater & General Permits Unit Files Mooresville Regional Office NofthCarolina ,l Wurally Wetlands and Stormwater Branch 1617 Mail Service Center Raleigh, NC 27699-1617 Phone (919) 733-5083 Internet: h2o.encstate.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX (919) 733 9612 An Equal Opportunity/Affirmative Action Employer- 50%, Recycled110% Post Consumer Paper STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES DIVISION OF WATER QUALITY GENERAL PERMIT NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200439 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, METAL RECYCLING SERVICES, INC. is hereby authorized to discharge stormwater from a facility located at Metal Recycling Services, Inc. 150 S Bivens Rd Monroe Union County to receiving waters designated as , a class Rays Fork stream, in the C River Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III, IV, V, and VI of General Permit No. NCG200000 as attached. This certificate of coverage. shall become effective November 20, 2006. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day November 20, 2006 b for Alan W. Klimek, P.E., Director Division of Water Quality By Authority of the Environmental Management Commission W ATFR July 25, 2005 Lynsay Puthoff, Sales/Marketing Producers Cooperative Feed Mill, Inc 1306 Coakley St Monroe, NC, 28110 Michael 1'. Easley, Governor William G. Ross Jr., Secretary North Carolina Department of Environment and Natural Resources Alan W. Klimek, P.H. Director Division of Water Quality Subject: NPDES Stormwater Permit Coverage Renewal Producers Cooperative Feed Mill, Inc COC Number NCG200439 Union County Dear Permittee: Your facility is currently covered for stormwater discharge under General Permit NCG200000. This permit expires on October 31, 2005. The Division staff is currently in the process of renewing this permit. When a draft version is available for notice and public comment, it will be posted on our website at http://h2o.enr.state.nc.us/su/. Once the permit is reissued, your facility would be eligible for continued coverage under the reissued permit. In order to assure your continued coverage under the general permit, you must apply to the Division of Water Quality (DWQ) for renewal of your permit coverage. To make this renewal process easier, enclosed you will find a Permit Coverage Renewal Application Form. The application must be completed and returned by August 19, 2005 in order to assure continued coverage under the general permit. Letters confirming our receipt of the completed application will not be sent. Failure to request renewal within the time period specified may result in a civil assessment of at least $250.00. Larger penalties may be assessed depending on the delinquency of the request. Discharge of stormwater from your facility without coverage under a valid stormwater NPDES permit would constitute a violation of NCGS 143-215.1 and could result in assessments of civil penalties of up to $10,000 per day. Please note that "no exposure exclusion" is now available to all operators of industrial facilities in any of the categories of "storm water discharges associated with industrial activity," (except construction activities). If you feel your facility can certify a condition of "no exposure", i.e. the facility industrial materials and operations are not exposed to stormwater, you can apply for the no exposure exclusion. For additional information contact the Central Office Stormwater Staff member listed below or check the Stormwater Permitting Unit Web Site at http://h2o.enr.state.nc.us/su/. If the subject stormwater discharge to waters of the state has been terminated, please complete the enclosed Rescission Request Form. Mailing instructions can be found on the bottom of the form. You will be notified when the rescission process has been completed. If you have any questions regarding the permit renewal procedures please contact Jonathan Diggs of the Central Office Stormwater Permitting Unit at (919) 733-5083, ext. 537. Sincerely, Bradley Bennett Supervisor, Stormwater & General Permit Unit Cc: Central Files Mooresville Regional Office SWPU Files Wetlands and Stonowater Branch 1617 Mail Service Center Raleigh, NC 27699-1617 Phone (919) 733-5083 Internet h2o,encstate,ncas 512 N. Salisbury St. Raleigh, NC 27604 FAX (919) 733 `612 An Equal Opportunity/Affirmative Action Employer— 50 % Recycled110 % Post Consumer Paper One No thcarolina � Wilrally Michael F. Easley, Governor William G. Ross Jr., Secretary North Carolina Department of Environment and Natural Resources May 11, 2004 Mr. Will Simmons Metal Recycling Services, Inc. 1306 Coakley Street Momoc, NC 28110 Subject: General Permit No. NCG200000 Producers Cooperative Feed Mill, Inc. COC NCG200439 Union County Dear Mr. Simmons: Alan W. Klimek, P.E. Director Division of Water Quality In accordance with your application for a discharge permit received on May 4, 2004, 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 May 9, 1994 (or as subsequently amended). Please take notice that this certificate of coverage is not transferable except after notice to the Division of Water Quality. 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 the Division of Water Quality 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 Jonathan Diggs at telephone number (919) 733-5083 ext. 537. Sincerely, Alan W. Klimek, P.E. cc: Mooresville Regional Office Central Files Stormwater and General Permits Unit Files N. C. Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 (919) 733-7015 �UCDEtrA Customer Service 1 800 623-7748 STATE OF NORTH CAROLINA DEPARTMENTOF ENVIRONMENT AND NATURAL RESOURCES DIVISION OF WATER QUALITY GENERAL PERNII'I' NO. NCG200000 CERTIFICATE OF COVERAGE No. NCG200439 STORMWATFR 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, Metal Recycling Services, Inc. is hereby authorized to discharge stormwater From a facility located at Producers Cooperative Feed Mill, Inc. Bivens Road Monroe Union County to receiving waters designated as Ur to Ray's Fork, a class C stream in the Yadkin River Basin in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, 11, 111, IV, V and VI of General Permit No. NCG200000 as attached.' This Certificate of Coverage shall become effective May 14, 2004. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day May 14, 2004, Alan W. Klimek, P.E., Director Division of Water Quality By Authority of the Environmental Management Commission ASSET PURCHASE AGREEMENT BY AND AMONG PARCS LLC, NUCOR CORPORATION, CENTRAL CAROLINA SHREDDING, LLC, METAL RECYCLING SERVICES, INC., METAL RECYCLING SERVICES OF WHITEVILLE, LLC, AND JASON I IORNER, JOSHUA ROZSAK, JEREMY ROZSAK AND WILLIAM SIMMONS DATED AS OF MARCH 14, 2008 CI IAR2M625330 N'CSR 381,15970 TABLE OF CONTENTS ARTICLE I DEFINITIONS AND REFERENCES.. 1.01 Definitions ............................................... 1.02 Certain References .................................. ARTICLE II SALE OF ASSE"I'S AND RELATED MATTERS ................. 2.01 Sale of Assets.............................................................................. 2.02 Excluded Assets.......................................................................... 2.03 Assumed Liabilities.................................................................... 2.04 Excluded Liabilities.................................................................... 2.05 Purchase Price............................................................................. 2.06 Net Working Capital Adjustment ............................................... 2.07 Agents for the Selling Parties .................................................... Page ............................ I ..........................12 ..........................13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTIES ..... 22 3.01 Organization ................................................................................. 3.02 Powers; Consents; Absence of Conflicts ..................................... 3.03 Binding Agreement...................................................................... 3.04 "third -Party Rights....................................................................... 3.05 Financial Statements.................................................................... 3.06 Recent Activities.......................................................................... 3.07 Adequacy of Assets...................................................................... 3.08 Inventory...................................................................................... 3.09 Accounts Receivable.................................................................... 3.10 Accounts Payable......................................................................... 3.11 Condition of"Iangible Personal Property .................................... 3.12 Title to Personal Property............................................................ 3.13 Owned Real Property; Leased Property ....................................... 3.14 Environmental Matters................................................................. 3.15 Intellectual Property..................................................................... 3.16 Permits and License..................................................................... 3.17 Agreements and Commitments.................................................... 3.18 Assumed Contracts...................................................................... 3.19 (Employees and Employee Relations; Employee Benefit Plans.., 3.20 Litigation and Proceedings; Powers of Attorney ......................... 3.21 Insurance Coverage...................................................................... 3.22 Taxes............................................................................................ 3.23 Brokers and Finders..................................................................... 3.24 Pavments...................................................................................... 3.25 Customer List............................................................................... 3.26 Suppliers..................................................................................... 3.27 Compliance with Legal Requirements ........................................ 3.28 No Misstatements or Omissions ................................................. 3.29 Limitation on Warranties............................................................ CIIAR2V1062533r7 WCSR 38145970 .................22 _................23 .................23 .................24 .................24 .................24 ..................2 5 ..................2 6 ..................2 6 ..................26 ..................26 ..................26 ..................26 ..................2 8 .................. 29 ..................29 ..................29 ..................30 ..................30 ..................32 ..................3 3 ..................3 3 ..................33 ..................34 ..................34 ..................34 ..................34 ..................34 ..................34 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER..................................35 4.01 Organization.................................................................................................................35 4.02 Powers; Consents; Absence of Conflicts.....................................................................35 4.03 Binding Agreement......................................................................................................35 4.04 Brokers and Finders.....................................................................................................36 4.05 Adequate Assurance.....................................................................................................36 4.06 Litigation ......................................................................................................................36 4.07 No Misstatements or Omissions..................................................................................36 ARTICLE V COVENANTS AND AGREF--MENTS OF THE PARTIES....................................36 5.01 Standstill......................................................................................................................36 5.02 Operations....................................................................................................................37 5.03 Certain Actions............................................................................................................37 5.04 Employee Matters........................................................................................................38 5.05 Consultation with Buyer; Post -Closing Maintenance ofand Access to Information..................................................................................................................38 5.06 Governmental Authority Approvals; Consents to Assignment...................................38 5.07 Allocation of Purchase Price for Tax Purposes...........................................................39 5.08 Further Acts and Assurances.......................................................................................39 5.09 Costs and Expenses......................................................................................................40 5.10 Fulfillment of Conditions .............................................................................................40 5.11 Submission of Agreement to Nucor Board of Directors..............................................40 5.12 Notification..................................................................................................................41 5.13 Actions of MRS...........................................................................................................42 ARTICLE VI CONDITIONS PRECEDENT "TO OBLIGATIONS OF THE SELLING PARTIES.....................................................................................................................42 6.01 Representations and Warranties; Covenants................................................................42 6.02 Adverse Actions or Proceedings..................................................................................42 6.03 Deliveries at Closing....................................................................................................42 ARTICLE VII CONDITIONS PRECEDENT "TO OBLIGATIONS OF BUYER........................43 7.01 Representations and Warranties; Covenants................................................................43 7.02 Adverse Actions or Proceedings ..................................................................................43 7.03 Pre -Closing Confirmations and Contractual Consents................................................43 7.04 Board Approval............................................................................................................44 7.05 No Material Adverse Effect.........................................................................................44 7.06 Deliveries at Closing....................................................................................................44 7.07 Sales Tax Documentation............................................................................................44 ARTICLE VIII CLOSING TERMINATION OF AGREEMENT...............................................44 8.01 Closing.........................................................................................................................44 8.02 Actions of the Selling Parties Prior to and at Closing.................................................44 8.03 Action of Buyer at Closing..........................................................................................46 8.04 Closing Procedures......................................................................................................47 8.05 Termination Prior to Closing.......................................................................................47 CI IARN0625330 WCSR 38145970 ARTICLEIX INDEMNITY..........................................................................................................48 9.01 Survival; Right to Indemnification..............................................................................48 9.02 Indemnification and Payment of Damages by the Selling Parties...............................49 9.03 Limitations on the Selling Parties' Obligations...........................................................49 9.04 Indemnification and Payment of Damages by Buyer..................................................50 9.05 Limitations on Buyer's Obligations.............................................................................50 9.06 Procedure for Indemnification —Third-Party Claims..................................................50 9.07 Procedure for Indemnification — Other Claims............................................................52 9.08 Calculation of Damages...............................................................................................52 9.09 Survival........................................................................................................................53 9.10 Exclusive Remedy.......................................................................................................53 9.11 Good -Faith Endeavors.................................................................................................53 ARTICLE X BUYER'S PARENT GUARANTY.........................................................................53 10.01 Guaranty of Performance.............................................................................................53 10.02 Primary Liability of Nucor...........................................................................................54 10.03 Continuation of Guaranty............................................................................................54 ARTICLE XI GUARANTY OF THE OWNERS.........................................................................54 11.01 Guaranty of Performance.............................................................................................54 11.02 Primary Liability of Owner..........................................................................................54 11.03 Continuation of Guaranly............................................................................................55 ARTICLE XII GENERAL............................................................................................................55 12.01 Choice of Law; Submission to Jurisdiction.................................................................55 12.02 Schedules.....................................................................................................................55 12.03 Tax Effect.....................................................................................................................56 12.04 No Third -Party Beneficiary.........................................................................................56 12.05 Waiver of Breach, Right or Remedy ............................................................................ 56 12.06 Independence of Representations, Warranties and Covenants....................................56 12.07 Notices.........................................................................................................................56 12.08 Severabilitv..................................................................................................................57 12.09 Entire Agreement; Counterparts; Amendment............................................................57 12.10 Assignment..................................................................................................................58 12.11 Confidentiality/Publicity..............................................................................................58 12.12 Mutual Drafting...........................................................................................................58 INDEXOF SCHEDULES.............................................................................................................62 CI IAR2U0625330 111 WCSR 3814597v7 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Amreenten ") is made and entered into effective as of the 141h day of March, 2008 (the "F,ffective Date"), by and among PARCS LLC, a Delaware limited liability company ("Buyer"); CENTRAL CAROLINA SHREDDING, LLC, a North Carolina limited liability company ("CCS"), METAL RECYCLING SERVICES, INC., a South Carolina corporation ("MRS"); METAL RECYCLING SERVICES OF WHITEVILLE, LLC, a North Carolina limited liability company ("MRS Wbileville" and, together with CCS and MRS, the "Sellers", each of which shall be a "Seller"); NUCOR CORPORATION, a Delaware corporation ("Nucor'); and JASON HORNER, JEREMY ROZSAK, JOSHUA ROZSAK and WILLIAM SIMMONS (each, an "Owner", and collectively, the "Owners"). WITNESSETH: WHEREAS, Sellers desire to sell substantially all of the Assets and the Business (each as hereinafter defined) to Buyer, and Buyer desires to purchase such assets from Sellers, on the terms and subject to the conditions set forth in this Agreement; and WHEREAS, Nucor wishes to guarantee the pre -closing obligations of Buyer in order to facilitate the transaction; and WHEREAS, the Owners wish to guarantee the obligations of Sellers in order to facilitate the transaction; NOW, THEREFORE, for and in consideration of the foregoing premises, and the agreements, covenants, representations and warranties hereinafter set forth, and other good and valuable consideration, the receipt and adequacy of which are forever acknowledged and accepted, the Parties, intending to be legally bound, hereby agree as follows: ARTICLE I DEFINITIONS AND REFERENCES 1.01 Definitions As used in this Agreement the following terms shall have the meanings given: "Accounts Pavable" shall mean all accounts payable of each Seller of whatever kind or nature, arising or accruing in the Ordinary Course of Business on or prior to the Closing Date. "Accounts Receivable" shall mean all accounts and notes receivable of each Seller of whatever kind or nature, including all current or deferred rights to payment for finished goods produced or sold, projects completed or commenced or services rendered on or prior to the Closing Date, whether or not such goods or services have been billed by such Seller on or prior to the Closing Date, the full benefit of all security for such accounts, and all claims, remedies and other rights related thereto. "Adiusled Net Workink Canila ' is defined in Section 2.06(c). C1 NR2V10625330 WCSR 38145970 (b) the gender of all words includes the masculine, feminine and neuter, and the number of all words includes the singular and plural; (c) references to a numbered "Section", "Article", "Exhibit" or "Schedule" refer to such Section, Article, Exhibit or Schedule of this Agreement; (d) references to "hereof', "herein" and derivative or similar words refer to this Agreement; (e) references to any document are references to that document as amended, consolidated, supplemented, novated or replaced by the parties thereto from time to time; (t) references to any law are references to that law as amended, consolidated, supplemented or replaced from time to time and all rules and regulations promulgated thereunder; (g) reference to a time of day shall refer to such time in Charlotte, North Carolina; and (h) the divisions of this Agreement into articles, sections and subsections and the use of captions and headings in connection therewith are solely for convenience and shall have no legal effect in construing the provisions of this Agreement. ARTICLE II SALE OF ASSETS AND RELATED MATTERS 2.01 Sale of Assets Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase from Sellers, all of Sellers' right, title and interest in and to the Assets, free and clear of all Encumbrances other than the Permitted Encumbrances. The sale, assignment, conveyance, transfer, and delivery by the applicable Seller of the Assets to Buyer shall be made at the Closing by the execution and delivery of the Deeds, the Bills of Sale, the Assumption Agreements and such other assignments, licenses, endorsements and other appropriate instruments of transfer as Buyer shall reasonably request to vest in Buyer good and marketable title to the Assets, free and clear of all Encumbrances other than Permitted Encumbrances. Without limiting the generality of the foregoing, the Assets shall include all of Sellers' right, title and interest in and to the following: (a) the CCS Property; (b) the MRSW Property; (c) all rights in, to and under the Real Property Leases; (d) all ofthe Tangible Personal Property; (e) all of the Inventory held on the Closing Date; CI IA RZ 1062533,7 13 WCSR 38145970 (0 all of the Accounts Receivable (other than Accounts Receivable that are excluded from the definition of Working Capital as a result of being over 90 days old); (g) all of the records relating to the Business or the Assets (including equipment records, project plans, documents, catalogs, books, records, files and operating manuals); (h) all interests of Sellers in the Assumed Contracts; (i) all of the legally transferable Permits and other approvals (including pending approvals) of Governmental Authorities relating to the ownership, development and operations of the Business or the Assets described on Schedule 2.01(i); Q) all rights in and to all of the Intellectual Property and, to the extent assignable, all Computer Software, including that set forth on Schedule 2.01(I); (k) all of the other general intangibles relating to the Business, including the goodwill, including those set forth on Schedule 2.01(k); (1) all interests of Sellers in those certain prepaid expenses described on Schedule 2.01(I) (the "Prepai(I Expenses"); (m) copies of all of Sellers' supplier lists and customer lists for the last three (3) fiscal years related to the Business; (n) any and all Claims of Sellers relating to the Assets, the Assumed Contracts or the Business (but excluding, however, any rights of Sellers in any Proceeding to which it is a party at Closing (to the extent related solely to pre -Closing occurrences) and any insurance claims under any insurance policy maintained by any Seller); and (o) all right, title and interest of Sellers in, to, and under any incentives from any Governmental Authority relating to the Assets or the Business. 2.02 Excluded Assets Notwithstanding the generality of Section 2.01, the following assets are not a part of the sale and purchase contemplated by this Agreement and are excluded from the Assets (collectively, the "Exclu(1ed Assets"): (a) the Purchase Price; (b) all Cash; (c) the minute books, Equity records and related documents, financial records, Tax Returns (including all related schedules, records, files and other documents and all other records required by applicable Legal Requirements to be maintained to support such Tax Returns), and other Tax records of Sellers, subject to Buyer's rights pursuant to CHARN0625330 14 P'CSR 3814597v7 Section 5.05; provided, however, that Sellers shall provide Buyer with copies of the financial records at Buyer's request; (d) any rights of Sellers in or to any refund or credit for Taxes for all time periods prior to Closing; (e) all Employee Benefit Plans and assets therein; (f) all insurance policies maintained by any Seller, all cash value relating to such insurance policies and the rights to receive payments thereunder; (g) personnel records, financial and accounting records, legal files and other documents and records that relate exclusively to the Excluded Assets or the Excluded Liabilities, strategy studies, corporate internal communications and information received from third parties on a confidential basis that are not permitted to be disclosed and where such third parties have not consented to disclose the same to Buyer; (h) the rights of Sellers under the legally non -transferable Permits set forth in Schedule 2.02(h); (i) all rights of Sellers in any Proceeding to which it is a party as of the Closing to the extent related solely to pre -Closing occurrences; Q) all rights of Sellers in any Contracts that are not Assumed Contracts; (k) the rights of MRS in the Coakley Lease; and (1) any other assets listed in Schedule 2.02 or otherwise excluded by mutual written agreement of the Parties. 2.03 Assumed Liabilities As of the Closing Date, Buyer shall assume and agree to perform and discharge only (a) the Accounts Payable, (b) subject to the provisions of Section 2.04, the Assumed Contracts and all of the performance obligations of Sellers arising after Closing pursuant to the terms thereof, and (c) the Assumed Accruals ((a) through (c), collectively, the "Assumed Liabilities' ). At the Closing, Sellers will assign to Buyer the Assumed Liabilities, and Buyer will assume and agree to perform and discharge the Assumed Liabilities, pursuant to one or more assignment and assumption agreements with Sellers, in form and substance reasonably acceptable to both Buyer's counsel and Sellers' counsel (collectively, the "Assumption Agreement"). Buyer shall not assume any liabilities of any Seller of any type or nature other than the Assumed Liabilities. 2.04 Excluded Liabilities Notwithstanding anything herein to the contrary, except as expressly provided in Section 2.03, Buyer does not and will not assume or become liable, or otherwise be responsible, for any obligations or Claims of any Seller of any kind whatsoever, fixed or contingent, accrued or unaccrued, known or unknown, and whether or not any of such liabilities or obligations are the CIIAR2\1062533,7 15 WCS12 38145970 (k) all Claims and obligations under all of Sellers' Employee Benefit Plaits, including all liabilities and obligations for or arising from any COBRA health care continuation coverage to employees, former employees and any other COBRA -qualified beneficiaries of any Seller, including those who incur a COBRA -qualifying event in connection with the transactions contemplated by this Agreement; (1) all employment -related Claims against any Seller, including all Claims by or on behalf of present or former employees of any Seller in respect to any and all matters arising or incurred relating to the release of employees contemplated by this Agreement and in respect to severance, termination or accrued vacation pay and similar obligations relating to the termination of such employees' employment with the applicable Seller; (m) any Claim arising out of any Seller's compliance or noncompliance with any Legal Requirement prior to or as a result of the Closing; and (n) any other Claim or obligation that is not an Assumed Liability. 2.05 Purchase Price Subject to the terms and conditions hereof, at Closing, Buyer shall: (a) purchase the Assets and assume the Assumed Contracts and Assumed Liabilities; (b) pay to Sellers in immediately available funds by wire transfer to an account or accounts specified prior to Closing by the Agents in writing an amount equal to sm plus the CCS Consideration (such sum, the "Initial Amount"), plus or minus the Estimated Working Capital Adjustment and any other adjustments required hereby (such amount, the "Estimated Purchase Price"), minus the Escrow Amount; and (c) deliver to the Escrow Agent an amount equal to the Escrow Amount, to be held in separate, interest -bearing accounts in accordance with the Escrow Agreement. The Purchase Price may be adjusted subsequent to Closing to account for the Final Working Capital Adjustment in accordance with Section 2.06. Buyer shall have no liability or obligation with respect to the Purchase Price following Buyer's payment specified in this Section 2.05 and Section 2.06(e), if applicable. 2.06 Net Working, Capital Adjustment (a) Adjustment Based on Net Working, Capital. As set forth below, the Purchase Price shall be increased or decreased on a dollar -for -dollar basis to the extent that Sellers' Net Working Capital as of 12:01 A.M. on the Closing Date (the "Closing Net Working CapitaP') is greater than or less than the Net Working Capital Target by more than the Buffer (such adjustment, the "Working Capital AdiustmenP'). In determining the Estimated Net Working Capital and preparing the Adjusted Net Working Capital Statement: (i) Btryer and Sellers shall make available to each other's representatives, including Buyer's Auditor, such supporting documentation, working papers, memoranda and accounting records as a Party may reasonably request with respect to the Balance Sheet (and the components thereof), the Cn AR2UO625330 17 WCstt 3814597v7 ,.., '('f ([ .YtYLYtifVWVA4Y 3.08 Inventory All Inventory of Sellers consists of items of a quality and quantity usable and salable in the normal course of the Business, is generally sufficient to conduct the Business in the ordinary course, and the level of Inventory is consistent with the level maintained by Sellers in the Ordinary Course of Business. The values at which such Inventory is carried are stated in accordance with GAAP at the lower of historic cost or market, with cost being determined on a first -in, first -out basis. No Seller has any Inventory that has been consigned to third parties or that otherwise is not in the physical possession of Sellers. 3.09 Accounts lieceivable Sellers have delivered to Buyer a list of all Accounts Receivable as of December 31, 2007, together with an aging thereof. Except as described on Schedule 3.12, all Accounts Receivable being purchased by Buyer represent (i) valid obligations arising from sales actually made or services actually performed by Sellers in the Ordinary Course of Business, (ii) amounts due to Sellers with respect to arms' length transactions entered into in the Ordinary Course of Business, (iii) obligations that are not subject to any offsets, defenses or counterclaims. 3.10 Accounts Payable Sellers have delivered to Buyer a list of all Accounts Payable as of December 31, 2007, together with an aging thereof. All Accounts Payable of Sellers to third parties or Affiliates of Sellers arose in the Ordinary Course of Business and none are delinquent or past due. 3.11 Condition of Tangible Personal Property All Tangible Personal Property included within the Assets is in the same condition as they existed on the Inspection Date, ordinary wear and tear excepted. 3.12 Title to Personal Property Except as described on Schedule 3.12, each Seller owns and holds good, valid and marketable title to all its Assets (other than the Real Property), free and clear of any Encumbrances other than Permitted Encumbrances. At Closing, Sellers will convey to Buyer good, valid and marketable title to the Assets (other than the Real Property) free and clear of any Encumbrances other than Permitted Encumbrances. 3.13 Owned Real Property; Leased Property (a) Schedule 2.01(a) contains a true, complete and correct description of the CCS Property and Schedule 2.01(b) contains a true and correct description ofthe MRSW Property. CCS is the sole owner of the CCS Property and MRS Whiteville is the sole owner of the MRSW Property. I-xcept as set forth on Schedule 3.13(a), CCS holds the CCS Property, and MRS Whiteville holds the MRSW Property, in fee simple, free and clear of any and all Encumbrances other than Permitted Encumbrances. Other than the Coakley Property, the Real Property is the only real property used by Sellers in connection with the Business. CHARN0625330 26 WCSK 38I4597v7 (b) Schedule 2.01(c) contains a true, complete and correct list of all Leased Property and Real Property Leases. MRS has delivered to Buyer true, complete and correct copies of all Real Property Leases, including all extensions, amendments, supplements and modifications related thereto. Except as set forth in Schedule 3.13(b), MRS has good and marketable title to its leasehold interest in the Real Property Leases, free and clear of any and all Encumbrances other than Permitted Encumbrances. All Real Property Leases are legal, valid, binding, enforceable, and in full force and effect. There is no existing material default under any Real Property Lease by MRS or, to the Knowledge of Sellers, by any landlord or lessor. No event has occurred which, with notice or lapse of time or both, would constitute a material default by MRS or, to the Knowledge of Sellers, by any landlord or lessor, or permit termination, modification or acceleration of any Real Property Lease by any landlord or lessor; there are no disputes, oral agreements, or forbearance programs in effect as to any Real Property Lease. MRS has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in any Real Property Lease. MRS is not in default of any payment obligation under any Real Property Lease. (c) There (i) have been, to the Knowledge of Sellers, for five (5) years prior to the Effective Date, no Proceedings or Claims, including condemnation proceedings, related to any Real Property (including Claims by any adjacent property owners relating to the use or operation of the Business), (ii) are no pending or threatened Proceedings or Claims, including condemnation proceedings, related to the Owned Property or, to the Knowledge of Sellers, the Leased Property (including Claims by any adjacent property owners relating to the use or operation of the Business), and (iii) are, to the knowledge of Sellers, no other matters materially and adversely affecting the current use or occupancy of any Real Property. (d) No Seller has received any written or oral notice for assessments for public improvements against any Real Property that are delinquent and remain unpaid or that will become due and payable on or prior to the Closing Date, and, to the knowledge of Sellers, no such assessment has been proposed. (c) There are no material violations of any Legal Requirement related to any Real Property, no Seller has received notice of any such violation and no Seller is aware of the basis for any such claim by any Person of any such violation. (1) Each Seller has received all required approvals of Governmental Authorities (including Permits and certificates of occupancy or other such certificates permitting lawful occupancy and use of the Real Property) required in connection with its use of the Real Property. (g) Any and all costs for labor and material for the construction, equipment, maintenance or repair of any improvements to the Owned Property and, to the Knowledge of Sellers, the Leased Property have been paid in full. (h) There are no material structural defects in any of the buildings or other improvements situated on any Real Property, and all of the building systems are, in all CI[AR2V1062533V7 27 WCSR 38145970 material respects, in good condition and working order, and sufficient to conduct the Business in the manner currently and historically conducted by Sellers and do not require any material repairs or replacements. 3.14 Environmental Matters (a) Except as set forth on Schedule 3.14(a): (i) the Business and the Assets are in compliance with all applicable Environmental Laws; (ii) no Seller has received any Environmental Claim, nor, to the Knowledge of Sellers, is there any basis for any Environmental Claim; (iii) there is no existing contamination by, and there has not been any Release of, any Hazardous Waste on, at or under any of the Assets or the Business resulting from or relating in any way to Sellers' operation of the Business; (iv) all Hazardous Waste generated by or in connection with the Business or the Assets is and has been handled and disposed of in compliance with all applicable Environmental Laws; (v) there are no underground storage tanks located on any Real Property; (vi) there is no exposed friable asbestos contained in or forming part of any building, building component, structure or office space comprising a portion of the Assets; and (iv) no polychlorinated biphenyls are used or stored at any of the Real Property. (b) True, complete and correct copies of the written reports, and all parts thereof, of all environmental audits or environmental site assessments that have been conducted with respect to the Business or the Assets, either by a Seller or any environmental consultant or engineer engaged by a Seller or on a Seller's behalf for such purpose, or that are otherwise in a Seller's possession, have been made available to Buyer, and a list of all such reports, audits and assessments and any other similar report, audit or assessment is included on Schedule 3.14(b). (c) Each Seller has obtained and is complying with all Permits required under applicable Environmental Laws to own and operate the Assets and to conduct the Business at the Facilities. All such Permits are valid, validly issued, and remain in effect and good standing. All Permits currently held by Sellers pursuant to the Environmental Laws are identified on Schedule 3.14(c). (d) Each Seller has utilized commercially reasonable methods, including installing and utilizing radiation detectors, and conducting regular inspections of (and rejecting where appropriate) all loads of scrap materials tendered by scrap sellers, sufficient to avoid such Seller's purchasing or accepting at any ofthe Facilities: (i) any Hazardous Waste, including solvents, paints, batteries, mercury -containing items, old computers, televisions or other electronic items, light bulbs, transformers, capacitors or light ballasts; (i i) any ozone -depleting substances as defined under 40 C.F.R. Part 68, such as Freon or other materials that may be contained in air conditioning units and refrigerators before they are emptied; (iii) any closed containers or sealed units, including drums, pails, hydraulic cylinders, gas bottles, transmissions, unless halved or broken open; CIIAKU062533v7 28 WCSIZ 38145970 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in multiple originals by their duly authorized officers as of the Effective Date. BUYER: PARCS LLC, a Delaware limited liability company NUCOR: By: Name: John Title: Man NUCOR CORPORATION, a Delaware corporation, , Y Name: John. F rriola Title: Chic O eratina Officer [ SIGNATIIRFS CONTINUE, ON FOLLOWING PAGE ] 0 CaAM062533 SIGNATURE PAGE CCS: CENTRAL CAROLINA SHREDDING LLC, a North Carolina limited liability company By:I4� - Name: Willlinl Sinunons Title: Manager MRS: METAL, RECYCLING SERVICES, INC., a South Carolina corporation By: Name: William Simm Title: President MRS WHITEVILLE: METAL RECYCLING SERVICES OF WHITEVILLE, LLC, a North Carolina limited liability company [IRAO111:73SI By: 4A Name: William Sinvno Title: Manager &4 L) WILLIA MONS [ SIGNATURES CONTINUE ON FOLLOWING PAGE ] CI IAUP 1062533 SIGNATURE PAGE CCS: CENTRAL CAROLINA StIREDDING LLC, a North Carolina limitcd liability company Name: Title: AM: METAL RECYCLING SERVICES, INC., a South Carolina corporation By: Name: William Simmons Title: President MRS WHITEVILLE: METAL RECYCLING SERVICES OF WHITEVILLE, LLC, a North Carolina limited liability company OWNERS: Name: Title: JASON HORNER (SEAL) J OZSAK (SEAL) JOSI•IUA ROZSAK (SEAL) WJLLIAM SIMMONS [ SIGNATURES CONI7NUE ON FOLLOWING PAGE CHAKIU062533 SIGNATURE PAGE By signing below, Jason Homer and William Simmons acknowledge and accept their appointment as the Agents pursuant to Section 2.07. 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Inc. Markers Name: Producers Cooperative Feed Mill, Inc. NCG200439 Short Name: Prdcrs Coordinates: 0340 58' 53.6" N, 0800 29' 17.9" W Comment: Metal Recycling Services, Inc. subbasin 03-07-14, Yadkin River Basin, Union, UT to Ray's Fork, Class C, USGS quad H17NW