NCGNE0233_COMPLETE FILE - HISTORICAL_20101008

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
NCGNE
DOC TYPE
VHISTORICAL FILE
DOC DATE
YYYYMMDD

NCDENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
Division of Water Quality
Coleen H. Sullins
Director
October 8, 2010 301��Q lt; i �'�n-� N°IS1U?1 EMIG
I ---�-
YVI S REGNIPAS, FINANCE DIRF"ICTOR /_ii
CI-IESAPG:AIil3 PI-ItARMACEU-1'ICAI..PACKAGING COMPANY LIA W
325DUFFYAVLNUI I I�._ --JI Ill
l.J �--1
HICKSVILLENY 11801
Dear Mr. Regniers:
Dee Freeman
Secretary
Subject Name/Ownership Change Request
No Exposure Certification NCGNE0233
Chesapeake Pharmaceutical Packaging Company, LLC
Formerly Arlington Press, Inc.
7605 Welborn Street, Raleigh
Wake County
The Division has reviewed your submittal of the permit name/ownership change form for the subject No -Exposure
Certification, which we received on September 23, 2010. Division personnel have reviewed and approved your request to
transfer the exclusion from NPDES stormwater permitting requirements.
Please note that by our original acceptance of the no exposure certification and by our approval of your request to
transfer it, you are obligated to maintain no exposure conditions at your facility. If conditions change such that your
facility can no longer quality for the no -exposure exclusion, you are obligated to immediately obtain NPDES pennit coverage
for your stormwater discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge.
Annual re -certification is required, and we have enclosed one blank Annual No Exposure Exclusion Self Re-Cerification
form for your use. Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact the Stomiwater Permitting Unit at [phone].
Sincerely,
ORIGINAL SIGNED BN
1�IN PICKLE
for Coleen I. Sullins
cc: Raleigh Regional Office
Stormwater Permitting Unit Filcs
Wetlands and stormwater Branch tOne
1617 Mail Service Center, Raleigh,1 � h, North Carolina 27699-1617 QI'th Carol I na
Location: 512 N. Salisbury St, Ralegh, North Carolina 27604
Phone: 9IM07-63001 FAX: [phone] Customer Service: 1-877-623-6748 Naturally
Internet: w .nmaterquality.org i/
An Equal Opportunity 1 Affirmative Action Employer

No -Exposure Self Re -Certification Information:
You are obligated to maintain no -exposure* conditions at your facility. If conditions change such that your
facility can no longer qualify for a no -exposure exclusion, you are obligated to immediately obtain NPDES
permit coverage for your stormwater discharge. Otherwise, the discharge becomes subject to enforcement as
an un-permitted discharge. State statute provides for fines of up to $25,000 per day for un-permitted
discharges.
Your conditional no -exposure exclusion must be self re -certified at least annually as follows:
- Complete the re -certification at a minimum of once per year using the included Self Re -
Certification Form.
(additional copies can be downloaded from http://portal.ncdenr.org/web/wq/ws/su/npdessw#tab-5 )
- Maintain a record of re -certifications on file at the facility. Do not submit the re -certification to DWQ
unless requested. If requested, submit a copy of the re -certification to the Division and/or the
municipality in which the facility is located.
-During an inspection by DWQ or local government, provide the re -certifications immediately upon
request.
- Notify the Division of any changes in ownership, significant facility and/or activity changes, or if the
facility can no longer maintain no -exposure conditions.
-Allow the NPDES permitting authority or, if discharging into a municipal separate storm sewer system, the operator
of the system, to: (1) inspect the facility; and (2) make such inspection reports publicly available upon request.
* "No exposure" means that all industrial materials and activities are protected by a storm resistant shelter to prevent
exposure to rain, snow, snowmelt, and/or runoff. Industrial materials or activities include, but are not limited to, material
handling equipment or activities, industrial machinery, raw materials, intermediate products, by-products, final products, or
waste products. Material handling activities include the storage, loading and unloading, transportation, or conveyance of any
raw material, intermediate product, final product or waste product. (40 CFR 122.26(g))
Information and forms related No -Exposure Certifications can be accessed on the website at:
littp:Hportal.ncdeiir.oi-g/web/wq/ws/su/iipdessw#tab-5

OvA
NC®ENR
North Carolina Department of Environment and Natural Resources
Beverly Eaves Perdue
Governor
Division of Water Quality
Coleen H. Sullins
Director
October 8, 2010
YVES RF'GNILRS, FINANCE, DIRI3CL0R
CHLSAPEAKF_ PHARNIACLUTICAL PACKt\GING COMPANY I LC
325 DUPLYAVLNUE
HICKSVILLE- NY 11801
Dear Mr. Regniers:
Dee Freeman
Secretary
Subject: Name/Ownership Change Request
No Exposure Certification NCGNE0233
Chesapeake Phanmaoeutical Packaging Company, LLC
Formerly Arlington Press, Inc.
7605 Welborn Street, Raleigh
Wake County
The Division has reviewed your submittal of the permit name/ownership change form for the subject No -Exposure
Certification, which we received on September 23, 2010. Division personnel have reviewed and approved your request to
transfer the exclusion from NPDES stormwater permitting requirements.
Please note that by our original acceptance of the no exposure certification and by our approval of your request to
transfer it, you are obligated to maintain no exposure conditions at your facility. If conditions change such that your
facility can no longer qualify for the no -exposure exclusion, you are obligated to immediately obtain NPDES permit coverage
for your stormwater discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge.
Annual re -certification is required, and we have enclosed one blank Annual No Exposure Exclusion Self Re -Certification
form for your use. Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact the Stomiwater Permitting Unit at [phone].
Sincerely,
for Coleen 1-1. Sullins
cc: Raleigh Regional Office
Stomiwater Permitting Unit Files
Wetlands and Stormwater Branch
One
1617 Mail Service Center, Raleigh, North Carolina 27699-1617
NOCIh CaCol1I7R
Location: 612 Salisbury St. Raleigh; North Carolina 47604
Phone: 9107 W -6300 { FAX: 919�-64921 Customer Service: 1-877-623-6748
9-8
;Vaturally
Internet w .nmaterqualiry.org
An Equal Opportunity 5 Affrmabw Action Employer

No -Exposure Self Re -Certification Information:
You are obligated to maintain no -exposure* conditions at your facility. If conditions change such that your
facility can no longer qualify for a no -exposure exclusion, you are obligated to immediately obtain NPDES
permit coverage for your stormwater discharge. Otherwise, the discharge becomes subject to enforcement as
an un-permitted discharge. State statute provides for fines of up to $25,000 per day for un-permitted
discharges.
Your conditional no -exposure exclusion must be self re -certified at least annually as follows:
- Complete the re -certification at a minimum of once per year using the included Self Re -
Certification Form.
(additional copies can be downloaded from http://portal.ncdenr.org/web/wq/ws/su/npdessw#tab-5 )
- Maintain a record of re -certifications on file at the facility. Do not submit the re -certification to DWQ
unless requested. If requested, submit a copy of the re -certification to the Division and/or the
municipality in which the facility is located.
-During an inspection by DWQ or local government, provide the re -certifications immediately upon
request.
- Notify the Division of any changes in ownership, significant facility and/or activity changes, or if the
facility can no longer maintain no -exposure conditions.
-Allow the NPDES permitting authority or, if discharging into a municipal separate storm sewer system, the operator
of the system, to: (1) inspect the facility; and (2) make such inspection reports publicly available upon request.
* "No exposure" means that all industrial materials and activities are protected by a storm resistant shelter to prevent
exposure to rain, snow, snowmelt, and/or runoff. Industrial materials or activities include, but are not limited to, material
handling equipment or activities, industrial machinery, raw materials, intermediate products, by-products, final products, or
waste products. Material handling activities include the storage, loading and unloading, transportation, or conveyance of any
raw material, intermediate product, final product or waste product. (40 CFR 122.26(g))
Information and forms related No -Exposure Certifications can be accessed on the website at:
littp:Hporta I.nedenr.org/web/wq/ws/su/npdessw#tab-5

O�OF W AT e9QG Beverly Eaves Perdue, Governor
rq Y Dec Freeman, Secretary
> ti North Carolina Department of Environment and Natural Resources
O Y
Coleen II. Sullins, Director
Division of Water Quality
�(:,�4� iriSURFACE WATER+PROTECTION SECTION Y 11t;;,,j ar
�' P_ ERMIT NAME/OWNERSHIP CHIANGE.FORM °„
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N C I S 10 1 1 N C 1 G I N I E O a 3 3
IL Permit status prior to requested change.
a. Permit issued to (company name): AlLutu@,7oxn pQESS tn1L.
b. Person legally responsible for permit: Dob,rJ �c'11�U�1y
First MI Last
Title
kO,kI',4 I AJROW Z-
Penitil Holder Mailing Address
City State Zip
(9 L ) 4----
Phone Fax
c. Facility name (discharge): AQul,�Q �
d. Facility address: T621 �jeA v to Srtmy
Address
? 66
City State Zip
e. Facility contact person: CHhLIkS f',\ �n (cltq ) S(.1 8�61
First / MI / Last Phone
111. 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
/f other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
f. Facility contact person:
CKZNPhp,:gvCF P"il\"7rtCOOT' LA, IPActcnr �.. CCt1(A1uyrU,e
\Ivca L tiFclJ,eL
'Fir91 MI Last
F[r�Ar.j(L .11tO..EC.'T-CX�_
Title
`pU�Cv Aueny2
Permit Holder Mailing Address
1t,,CksvtUe QW 0?ot,
City State Zip
(5l�) 7 U Ze Nxe %
Phone E-mail Address CM.129 Cd1rY1
C—C4FW.PQfl (b"-tliLu (lA rc-.'7 cN� AG A-.N G[ir1PMt�yO rl.(�
'7r-ns UC I%rnrn "ferr
Address
Qk.ok&" kick Y--IGIS
City State Zip
CFlPtu' � CAch)Ar)Q
irst MI Last
(9sA ) 8(b1 Ob76t CkcluleAt-�9V,tCllO�
Phone E-mail Address
Revised 8/2008
GHQJ)Q.'�)e�L'A-GOf (), LS)rm

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
Permit contact:
Address
State Zip
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:
© This completed application is required for both name change and/or ownership change
requests.
Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1,ZOS$ est that this application for a name/ownership change has been reviewed and is accurate and
comp) to o the best of my knowledge. 1 understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
,
Signature Date
APPLICANT CERTIFICATION
y��
1, , �[testV Ptat this application for aname/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. 1 understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
41vc5 RE�N,��_
oq -04- t o
Signature Date
.....................................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 712008

Case 08-36642-DOT Doc 425 Filed 03/23/09 Entered 03/23/09 16:55:21
Document Page 1 of 32
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
RICHMOND DIVISION
In rc: ) Case No. 08-36642-DOT
CHESAPEAKE CORPORATION, el al., ) Chapter 11
Debtors.) ) Re: Docket No. 19
Desc Main
ORDER (1) APPROVING ASSET PURCHASE AGREEMENT AND AUTHORIZING
THE SALE OF ASSETS OF DEBTOR OUTSIDE THE ORDINARY COURSE OF
BUSINESS, (II) AUTHORIZING THE SALE OF ASSETS FREE AND CLEAR OF ALL
LIENS, CLAIMS, ENCUMBRANCES AND INTERESTS, (III) AUTHORIZING THE
ASSUMPTION AND SALE AND ASSIGNMENT OF CERTAIN EXECUTORY
CONTRACTS AND UNEXPIRED LEASES AND (IV) GRANTING RELATED RELIEF
Upon the motion, dated December 29, 2008 [Docket No. 19] (the "Motion") of the
above -captioned debtors and debtors -in -possession (the "Debtors"), pursuant to sections 105,
363, 365, 503 and 507 of Title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as
amended, the "Bankruptcy Code") and Rules 2002, 6004, 6006, 9007 and 9014 of the Federal
The Debtors and the last four digits of their respective taxpayer identification numbers are as follows:
Chesapeake Corporation„(6880), Chesapeake Priming and Packaging Company (9208), Chesapeake;"'(
�Phamtaceit�ical Packaging(Co'mpany;,tnc.'(00'IQ), Chesapeake International Bolding Company (t532)",J
WTM I Company (1080);-"Sheffield-Inc: (6314), Chesapeake Assets Company (5293), Chesapeake
Recycling Company (9383), Chesapeake Display and Packaging Company (4207), The Chesapeake
Corporation of Virginia (6783), Chesapeake Corporation (Wisconsin) (7682), Chesapeake Corporation
(Massachusetts) (7686), Chesapeake Corporation (D.C.) (7684), Chesapeake Corporation (Illinois) (7685),
Chesapeake Corporation (Louisiana) (7681), Chesapeake Forest Products Company, LLC (6990), Cary St.
Company (9092), Delmarva Properties, Inc. (7160), and Stonehouse Inc. (2481).
Benjamin C. Ackerly (VSB No. 09120)
Jason W. Harbour (VSB No. 68220)
HUNTON & WILLIAMS LLP
Rivtrtionl I'laza, East "lower
951 East Byrd Strut
Richmond, Virginia 232194074
Telephone: [phone]
Telteopier [phone]
AtlorneYsfor DeArorxand
Debtors -in -Possession
Peter S. Partee (VSB No. 34140)
BUWON &. WILLIAMS LLP
200 Park Avenue, Saw Floor
New York, New York 10166-0136
Telephone: [phone]
Tclecopier. [phone]
11111111111111111111111111111111111111111111111111111111111111

Case 08-36642-DOT Doc 425 Filed 03/23/09 Entered 03/23/09 16:55:21 Desc Main
Document Page 2 of 32
Rules of Bankruptcy Procedure (the `Bankruptcy Rules") requesting entry of (i) an order
(a)approving the bid procedures (the "Bid Procedures") with respect to the proposed sale of
substantially all of the Debtors' assets (the "Acquired Assets", as more fully set forth in that
certain asset purchase agreement (the "Agreement") by and between the Debtors and funds
controlled by Oakiree Capital Management, L.P., and Irving Place Capital Management, L.P.
(collectively, the "Stalkine Horse Purchasers"), (b) establishing the date, time and place for a
sale hearing (the "Sale Hearine"), (c) approving the form and manner of notice of the sale by
auction (the "Sale Notice"), (d) establishing procedures for noticing and determining cure
amounts (the "Cure Notice") and (e) granting related relief; (ii) an order (1) approving the sale
free and clear of all liens, claims, encumbrances and interests (the "Transaction" or the "Sale"),
(2) authorizing the assumption, sale and assignment of certain executory contracts and unexpired
leases and (3) granting related relief.,2 and this Bankruptcy Court having entered an order dated
January 20, 2009 [Docket No. 164] (the "Bid Procedures Order" and attached as Exhibit I
thereto, the "Bid Procedures") authorizing the Debtors to conduct, and approving the terms and
conditions or, the Auction and Bid Procedures to consider higher or otherwise better offers for
the Acquired Assets, establishing a date for the Auction, and approving, inter alia, (i) the Bid
Procedures in connection with the Auction; (ii) the form and manner of notice of the Auction,
Sale Hearing and the Assumption and Assignment Notice; (iii) procedures relating to the
assumption and assignment of certain unexpired leases and executory contracts, including notice
of proposed Cure Amounts; and (iv) the Breakup Fee and the reimbursement of the Purchaser
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion,
the Agreement, or the Rid Procedures Order as applicable.
1)

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Document Page 3 of 32
Expenses (as defined in the Agreement); and the Bankruptcy Court having established the date of
the Sale Hearing; and the Bankruptcy Court having jurisdiction to consider the Motion and the
relief requested therein in accordance with 28 U.S.C. §§ 157(b)(2) and 1334;3 and consideration
of the Motion, the relief requested therein, and the responses thereto being a core proceeding in
accordance with 28 U.S.C. § 157(b); and the appearance of all interested parties and all
responses and objections to the Motion having been duly noted in the record of the Sale Hearing;
and upon the record of the Sale Hearing, and all other pleadings and proceedings in this case,
including the Motion; and it appearing that the relief requested in the Motion is in the best
interests of the Debtors, their estates, their creditors and all other parties in interest; and after due
deliberation and sufficient cause appearing therefore;
IT IS HEREBY FOUND, DETERMINED AND CONCLUDED THAT:'
A. The findings and conclusions set forth herein constitute the Bankruptcy Court's
findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to
this proceeding pursuant to Bankruptcy Rule 9014.
13. To the extent any of the following findings of fact constitute conclusions of law,
they are adopted as such. To the extent any of the following conclusions of law constitute
findings of fact, they are adopted as such.
C. The Bankruptcy Court has jurisdiction over this matter and over the property of
the Debtors' estates, including the Acquired Assets to be sold, transferred or conveyed pursuant
to the Agreement, and their respective estates pursuant to 28 U.S.C. §§ 157 and 1334. This
3 The "Bankruptcy Court" shall mean the United States Bankruptcy Court in the Eastern District of Virginia.
4 All findings of fact and conclusions of law announced by the Bankruptcy Court at the Sale Hearing in relation
to the Motion are hereby incorporated herein.
3

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Document Page 4 of 32
matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue of these chapter 11 cases
and the Sale Motion in this district is proper pursuant to 28 U.S.C. §§ 1408 and 1409.
D. The Acquired Assets constitute property of the Debtors' estates and title thereto is
vested in the Debtors' estates within the meaning of section 541(a) of the Bankruptcy Code.
E. The statutory predicates for the relief sought in the Motion and the basis for the
approvals and authorizations herein are (i) sections 102, 105, 363, and 365 of the Bankruptcy
Code, and (ii) Bankruptcy Rules 2002, 6004, 6006 and 9014.
F. On December 29, 2008 (the "Commencement Date"), the Debtors filed voluntary
petitions for reorganization under Chapter 11 of the Bankruptcy Code. Since the
Commencement Date, the Debtors have continued in possession and management of their
businesses and properties as debtors -in -possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code.
G. As evidenced by the affidavits of services and publication filed with the
Bankruptcy Court, proper, timely, adequate, and sufficient notice of the Motion, the Auction, and
the Sale Hearing have been provided in accordance with sections 102(1) and 363(b) of the
Bankruptcy Code, Bankruptcy Rides 2002, 6004, 9006, 9007, 9008 and 9014, the local rules of
this Bankruptcy Court (the "Local Rules"), and in compliance with the Bid Procedures Order.
Notice of the Sale 1 fearing was also published in The New York Times. The Debtors also gave
due and proper notice of the assumption, sale, and assignment of each contract listed on (i) the
Cure Notice filed on January 23, 2009 [Docket No. 1811 and (ii) the Supplemental Cure
Schedule attached as Exhibit C to the Motion of the Debtors for Entry of an Order Extending the
Service Period for Additional Counlerparlies to Executory Contracts and Unexpired Leases With
4

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Document Page 5 of 32
Respect to Sale Motion and laid Procedures [Docket No. 267] (the "Assumed and Assigned
Agreements") to each non -debtor party under each such Assumed and Assigned Agreement.
Such notice was good and sufficient and appropriate under the particular circumstances. No
other or further notice of the Motion, the Auction, the Sale Hearing, the assumption and
assignment of the Assumed and Assigned Agreements, or of the entry of this Order is necessary
or shall be required.
H. No section of any Assumed and Assigned Agreement which purports to prohibit,
restrict, or condition the use, tradename or assignment of any such Assumed and Assigned
Agreements to the Stalking Horse Purchasers shall have any force or effect.
1. A reasonable opportunity to object or be heard regarding the requested relief has been
afforded to all interested persons and entities, including, without limitation, (i) the Office of the
United States Trustee for the Eastern District of Virginia (the "U.S. Trustee"); (ii) the top 50
largest unsecured creditors of the Debtors; (iii) counsel to the agent for the Debtors' prepetition,
and postpetition, secured lenders; (iv) all taxing authorities having jurisdiction over any of the
Acquired Assets subject to the sale, including the Internal Revenue Service; (v) the Securities &
Exchange Commission; (vi) the Environmental Protection Agency; (vii) the state/local
environmental agencies in the jurisdictions where the Debtors own or lease real property;
(viii) all parties that have requested special notice pursuant to Bankruptcy Rule 2002; (ix) 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 Acquired Assets; (x) all Contract Parties; (xi) counsel to the Stalking
Horse Purchasers; and (xii) all potential bidders previously identified or otherwise known to the
Debtors, (collectively, the "Notice Parties").
5

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Document Page 6 of 32
J. Other parties interested in bidding on the Acquired Assets were provided, upon
request, sufficient information to make an informed judgment on whether to bid on the Acquired
Assets.
K. The Stalking Horse Purchasers had no undue advantage over other potential
buyers or bidders at the Auction and the conditions of section 363(n) of the Bankruptcy Code
have been satisfied.
L. The Debtors have demonstrated a sufficient basis and compelling circumstances
requiring them to enter into the Agreement, sell the Acquired Assets and assume and assign the
Assumed and Assigned Agreements under sections 363 and 365 of the Bankruptcy Code, and
such actions are appropriate exercises of the Debtors' business judgment and in the best interests
of the Debtors, their estates and their creditors. Such business reasons include, but are not
limited to, the facts that (i) there is substantial risk of deterioration of the value of the Acquired
Assets if the sale is not consummated quickly; (ii) the Agreement constitutes the highest or best
offer for the Acquired Assets; (iii) the Agreement and the Closing (as defined in the Agreement)
will present the best opportunity to realize the value of the Debtors on a going concern basis and
avoid decline and devaluation of the Debtors' business; and (iv) unless the sale is concluded
expeditiously as provided for in the Motion and pursuant to the Agreement, creditors' recoveries
may be diminished.
M. The Bid Procedures set forth in the Bid Procedures Order were non collusive, in
good faith, substantively and procedurally fair to all parties and were the result of arm's length
negotiations between the Debtors and the Stalking horse Purchasers.
0

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N. The Debtors and their professionals have complied, in good faith, in all respects
with the Bid Procedures Order. As demonstrated by (i) any testimony and other evidence
proffered or adduced at the Sale Hearing and (ii) the representations of counsel made on the
record at the Sale Hearing, through marketing efforts and a competitive sale process conducted
in accordance with the Bid Procedures Order, the Debtors (i) afforded interested potential
purchasers a full, fair and reasonable opportunity to qualify as bidders and submit their highest or
otherwise best offer to purchase all of the Debtors' assets, and (ii) provided potential purchasers,
upon request, sufficient information to enable them to make an informed judgment on whether to
bid on the Acquired Assets.
O. The offer of the Stalking Horse Purchasers, upon the terms and conditions set
forth in the Agreement, including the forni and total consideration to be realized by the Debtors
pursuant to the Agreement, (i) is the highest and best offer received by the Debtors; (ii) is fair
and reasonable; (iii) is in the best interests of the Debtors' creditors and estates; (iv) constitutes
full and adequate consideration and reasonably equivalent value for the Acquired Assets; and (v)
will provide a greater recovery for the Debtors' creditors and other interested parties than would
be provided by any other practically available alternative.
P. The Stalking horse Purchasers are the Successful Bidder for the Acquired Assets
in accordance with the Bid Procedures Order. The Bid Procedures obtained the highest value for
the Acquired Assets for the Debtors and their estates.
Q. The Stalking Horse Purchasers are not an "insider" or "affiliate" of the Debtors as
those terms are defined in the Bankruptcy Code. The Stalking [Morse Purchasers are buyers in
good faith, as that term is used in the Bankruptcy Code and the decisions thereunder, and are
7

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Document Page 8 of 32
entitled to the protections of sections 363(m) and (n) of the Bankruptcy Code with respect to all
of the Acquired Assets. The Agreement was negotiated and entered into in good faith, based
upon arm's length bargaining, and without collusion or fraud of any kind. Neither the Debtors
nor the Stalking Horse Purchasers have engaged in any conduct that would prevent the
application of section 363(m) of the Bankruptcy Code or cause the application of or implicate
section 363(n) of the Bankruptcy Code to the Agreement or to the consummation of the sale
transaction and transfer of the Acquired Assets, including the Assumed and Assigned
Agreements to the Stalking Horse Purchasers. The Stalking Horse Purchasers are entitled to all
the protections and immunities of section 363(m) of the Bankruptcy Code.
R. The Debtors have full corporate power and authority to execute the Agreement
and all other documents contemplated thereby, and the sale of the Acquired Assets has been duly
and validly authorized by all necessary corporate authority by the Debtors to consummate the
transactions contemplated by the Agreement. No consents or approvals, other than as may be
expressly provided for in the Agreement, are required by the Debtors to consummate such
transactions.
S. The Debtors have advanced sound business reasons for seeking to enter into the
Agreement and to sell and/or assume and sell and assign the Acquired Assets, as more fully set
forth in the Motion and as demonstrated at the Sale Hearing, and it is a reasonable exercise of the
Debtors' business judgment to sell the Acquired Assets and to consummate the transactions
contemplated by the Agreement. Notwithstanding any requirement for approval or consent by
any person, the transfer of the Acquired Assets to the Stalking Horse Purchasers and the
I

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assumption and assignment of the Assumed and Assigned Agreements is a legal, valid and
effective transfer of the Acquired Assets including any Assumed and Assigned Agreements.
1'. The terms and conditions of the Agreement, including the consideration to be
realized by the Debtors pursuant to the Agreement, are fair and reasonable, and the transactions
contemplated by the Agreement are in the best interests of the Debtors' estates.
U. F..xcept as otherwise provided in the Agreement, the Acquired Assets shall be sold
free and clear of all mortgages, restrictions, hypothecations, charges, indentures, loan
agreements, instruments, leases, licenses, options, deeds of trust, security interests, conditional
sale or other title retention agreements, pledges, liens (including, without limitation, mechanics',
materialmens' and other consensual and non-consensual liens and statutory liens), judgments,
demands, encumbrances, rights of first refusal, offsets, contracts, recoupment, rights of recovery,
claims for reimbursement, contribution, indemnity, exoneration, products liability, alter -ego,
environmental, pension, or tax, decrees of any court or foreign or domestic governmental entity,
or charges of any kind or nature, if any, including, but not limited to, any restriction on the use,
voting, transfer, receipt of income or other exercise of any attributes of ownership, debts arising
in any way in connection with any agreements, acts, or failures to act, of the Debtors or the
Debtors' predecessors or affiliates, claims (as that term is used in the Bankruptcy Code),
reclamation claims, obligations, liabilities, demands, guaranties, options, rights, contractual or
other commitments, restrictions, interests and matters of any kind and nature, whether known or
unknown, Choate or inchoate, filed or unfilled, scheduled or unscheduled, noticed or unnoticed,
recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or non -
contingent, liquidated or unliquidated, matured or utunatured, material or non -material, disputed
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or undisputed, whether arising prior to or subsequent to the commencement of the bankruptcy
case, and whether imposed by agreement, understanding, law, equity or otherwise, including
claims otherwise arising under doctrines of successor liability (collectively, "Liens. Claims,
Encumbrances and Interests") with such Liens, Claims, Encumbrances and Interests to attach to
the consideration to be received by the Debtors in the same priority and subject to the same
defenses and avoidability, if any, as before the Closing, and the Stalking Horse Purchasers would
not enter into the Agreement to purchase the Acquired Assets otherwise.
V. The transfer of the Acquired Assets to the Stalking Horse Purchasers is a legal,
valid and effective transfer of the Acquired Assets, and, except as may otherwise be provided in
the Agreement, shall vest the Stalking Horse Purchasers with all right, title and interest of the
Debtors to the Acquired Assets free and clear of any and all Liens, Claims, Encumbrances and
Interests. Except as specifically provided in the Agreement or this Order, the Stalking horse
Purchasers shall not assume or become liable for any Liens, Claims, Encumbrances and Interests
relating to the Acquired Assets being sold by the Debtors.
W. The transfer of the Acquired Assets to the Stalking Ilorse Purchasers free and
clear of all Liens, Claims, Encumbrances and Interests will not result in any undue burden or
prejudice to any holders of any Liens, Claims, Encumbrances and Interests as all such Liens,
Claims, Encumbrances and Interests of any kind or nature whatsoever shall attach to the net
proceeds of the sale of the Acquired Assets received by the Debtors in the order of their priority,
with the same validity, force and effect which they now have as against the Acquired Assets and
subject to any claims and defenses the Debtors or other parties may possess with respect thereto.
All persons having Liens, Claims, Encumbrances or Interests of any kind or nature whatsoever
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against or in any of the Debtors or the Acquired Assets shall be forever barred, estopped and
permanently enjoined from pursuing or asserting such Liens, Claims, Encumbrances or Interests
against the Stalking Horse Purchasers, any of their assets, property, successors or assigns, or the
Acquired Assets.
X. The Debtors may sell the Acquired Assets free and clear of all Liens, Claims,
Encumbrances and Interests of any kind or nature whatsoever because, in each case, one or more
of the standards set forth in section 363(o of the Bankruptcy Code has been satisfied. Those (j)
holders of Liens, Claims, Encumbrances and Interests and (ii) non -debtor parties to the Assumed
and Assigned Agreements, who did not object, or who withdrew their objections, to the sale of
the Acquired Assets and the Motion are deemed to have consented pursuant to section 363(f)(2)
of the Bankruptcy Code. All objections to the Motion have been resolved or overruled. Those
holders of Liens, Claims, Encumbrances and Interests who did object fall within one or more of
the other subsections of section 363(f) of the Bankruptcy Code and are adequately protected by
having their Liens, Claims, Encumbrances and Interests, if any, attach to the proceeds of the sale
of the Acquired Assets ultimately attributable to the property against or in which they claim or
may claim any Claims, Encumbrances and Interests, with such Claims, Encumbrances and
Interests being subject to treatment by separate order of this Bankruptcy Court.
Y. Not selling the Acquired Assets free and clear of all Liens, Claims, Interests and
Encumbrances would adversely impact the Debtors' estates, and the sale of Acquired Assets
Other than one tree and clear of all Liens, Claims, Interests and Encumbrances would be of
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Z. The Debtors and the Stalking Horse Purchasers have, to the extent necessary,
satisfied the requirements of section 365 of the Bankruptcy Code, including sections
365(b)(1)(A), (B) and 365(f) of the Bankruptcy Code, in connection with the sale and the
assumption and assignment of the Assumed and Assigned Agreements. The Stalking Horse
Purchasers have demonstrated adequate assurance of future performance with respect to the
Assumed and Assigned Agreements pursuant to section 365(b)(1)(C) of the Bankruptcy Code.
The Assumed and Assigned Agreements are assignable notwithstanding any provisions
contained therein to the contrary. The Debtors have provided for the cures and/or other
payments or actions required to assume and assign the Assumed and Assigned Agreements to the
Stalking Horse Purchasers. The assumption and assignment of the Assumed and Assigned
Agreements pursuant to the terms of this Order is integral to the Agreement and is in the best
interests of the Debtors, their estates, their creditors and other parties in interest, and represents
the exercise of sound and prudent business judgment by the Debtors.
AA. The transactions contemplated under the Agreement do not amount to a
consolidation, merger or de facto merger of the Stalking Horse Purchasers and the Debtors
and/or the Debtors' estates, there is not substantial continuity between the Stalking Horse
Purchasers and the Debtors, there is no common identity between the Debtors and the Stalking
Horse Purchasers, there is no continuity of enterprise between the Debtors and the Stalking
Horse Purchasers, the Stalking Horse Purchasers are not a mere continuation of the Debtors or
their estates, and the Stalking Horse Purchasers do not constitute a successor to the Debtors or
their estates. Other than the Assumed Obligations, the Stalking Horse Purchasers shall have no
obligations with respect to any liabilities of the Debtors, including, without limitation, the
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Excluded Liabilities, and the Debtors will release and forever discharge the Stalking Horse
Purchasers and any of their affiliates, their successors and assigns from any and all claims,
causes of action, obligations, liabilities, demands, losses, costs and expenses of any kind,
character or nature whatsoever, known or unknown, fixed or contingent, relating to the sale,
except for liabilities and obligations under the Agreement.
BB. The sale of the Acquired Assets outside of a plan of reorganization pursuant to the
Agreement neither impermissibly restructures the rights of the Debtors' creditors nor
impermissibly dictates the terms of a liquidating plan of reorganization for the Debtors. The sale
does not constitute a sub rose chapter I I plan.
CC. The total consideration provided by the Stalking Horse Purchasers for the
Acquired Assets is the highest and best offer received by the Debtors, and the Purchase Price
constitutes (a) reasonably equivalent value under the Bankruptcy Code and the Uniform
Fraudulent Transfer Act, (b) fair consideration under the Uniform Fraudulent Conveyance Act
and (c) reasonably equivalent value, fair consideration and fair value under any other applicable
laws of the United States, any state, territory or possession, or the District of Columbia, I'or the
Acquired Assets.
NOW, THEREFORE, BASED UPON ALL OF THE FOREGOING, IT IS HEREBY
ORDERED, ADJUDGED AND DECREED THAT:
1. The relief requested in the Motion is granted as set forth herein. The Motion
complies with all aspects of Local Rule 6004-2. The requirements of Local Rule 6004-1
regarding the Motion are waived. The requirements of Local Rules 9022-I(C) and (D) are
waived.
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2. All objections, responses, and requests for continuance concerning the Motion are
resolved in accordance with the terms of this Order and as set forth in the record of the Sale
Hearing. To the extent any such objection, response or request for continuance was not
otherwise withdrawn, waived, or settled, it, and all reservations of rights contained therein, is
overruled and denied.
3. Notice of the Sale Hearing was fair and equitable under the circumstances and
complied in all respects with section 102(1) of the Bankruptcy Code and Bankruptcy Rules 2002,
6004 and 6006.
Approval of Sale
4. The sale of the Acquired Assets, the terms and conditions of the Agreement
(including all schedules and exhibits affixed thereto), and the transactions contemplated thereby
be, and hereby are, authorized and approved in all respects.
5. The sale of the Acquired Assets and the consideration provided by the Stalking
Horse Purchasers under the Agreement is fair and reasonable and shall be deemed for all
purposes to constitute a transfer lbr reasonably equivalent value and fair consideration under the
Bankruptcy Code and any other applicable law.
6. The Stalking Horse Purchasers are hereby granted and are entitled to all of the
protections provided to a good faith buyer under section 363(m) of the Bankruptcy Code,
including with respect to the transfer of the Assumed and Assigned Agreements as part of the
sale of the Acquired Assets pursuant to section 365 of the Bankruptcy Code and this Order.
7. Pursuant to section 363(m) of the Bankruptcy Code, if any or all of the provisions
of this Order are hereafter reversed, modified, or vacated by a subsequent order of this
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Bankruptcy Court or any other court, such reversal, modification, or vacatur shall not affect the
validity and enforceability of any transfer under the Agreement or obligation or right granted
pursuant to the terms of this Order (unless stayed pending appeal), and notwithstanding any
reversal, modification or vacatur shall be governed in all respects by the original provisions of
this Order and the Agreement, as the case may be.
8. The Debtors are hereby authorized, directed to fully assume, perform under,
consummate and implement the terms of the Agreement together with any and all additional
instruments and documents that may be reasonably necessary or desirable to implement and
effectuate the terms of the Agreement, this Order and sale of the Acquired Assets contemplated
thereby including, without limitation, deeds, assignments, stock powers and other instruments of
transfer, and to take all further actions as may reasonably be requested by the Stalking Horse
Purchasers for the purpose of assigning, transferring, granting, conveying and conferring to the
Stalking Horse Purchasers, or reducing to possession any or all of the Acquired Assets or
Assumed Obligations, as may be necessary or appropriate to the performance of the Debtors'
obligations as contemplated by the Agreement, without any further corporate action or orders of
this Bankruptcy Court. The Stalking Horse Purchasers shall have no obligation to proceed with
the Closing of the Agreement until all conditions precedent to their obligations to do so have
been met, satisfied or waived.
9. The Debtors and each other person or entity having duties or responsibilities
under the Agreement, any agreements related thereto or this Order, and their respective directors,
officers, employees, members, agents, representatives, and attorneys, are authorized and
empowered, subject to the terms and conditions contained in the Agreement, to carry out all of
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the provisions of the Agreement and any related agreements; to issue, execute, deliver, file, and
record, as appropriate, the documents evidencing and consummating the Agreement, and any
related agreements; to take any and all actions contemplated by the Agreement, any related
agreements or this Order; notwithstanding any applicable provision of state law requiring
shareholder action to amend the Debtors' corporate charters, to change the corporate names of
the Debtors without shareholder action; and to issue, execute, deliver, file, and record, as
appropriate, such other contracts, instruments, releases, indentures, mortgages, deeds, bills of
sale, assignments, leases, or other agreements or documents and to perform such other acts and
execute and deliver such other documents, as are consistent with, and necessary or appropriate to
implement, effectuate, and consummate, the Agreement, any related agreements and this Order
and the transactions contemplated thereby and hereby, all without further application to, or order
of, the Bankruptcy Court or further action by their respective directors, officers, employees,
members, agents, representatives, and attorneys, and with like effect as if such actions had been
taken by unanimous action of the respective directors, officers, employees, members, agents,
representatives, and attorneys of such entities.
10, The secretary or any assistant secretary of the Debtors shall be, and hereby is,
authorized to certify or attest to any of the foregoing actions (but no such certification or
attestation shall be required to make any such action valid, binding and enforceable). The
Debtors are further authorized and empowered to cause to be filed with the secretary of state of
any state or other applicable officials of any applicable governmental units, any and all
certificates, agreements, or amendments necessary or appropriate to effectuate the transactions
contemplated by the Agreement, any related agreements and this Order, including amended and
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restated certificates or articles of incorporation and by-laws or certificates or articles of
amendment, and all such other actions, filings, or recordings as may be required under
appropriate provisions of the applicable laws of all applicable governmental units or as any of
the officers of the Debtors may determine are necessary or appropriate. The execution of any
such document or the taking of any such action shall be, and hereby is, deemed conclusive
evidence of the authority of such person to so act. Without limiting the generality of the
foregoing, this Order shall constitute all approvals and consents without further action by the
respective directors, shareholders or members of the Debtors, if any, required by the corporation
laws of the State of Delaware, the Commonwealth of Virginia, the State of North Carolina, the
State of New York, the State of Iowa, the State of Wisconsin, the State of Massachusetts, the
State of Illinois, the State of Louisiana, or the District of Columbia, and all other applicable
business corporation, limited liability company, trust, and other laws of the applicable
governmental units with respect to the implementation and consummation of the Agreement, any
related agreements and this Order, and the transactions contemplated thereby and hereby.
It. Effective as of the Closing, (a) the sale of the Acquired Assets by the Debtors to
the Stalking Horse Purchasers shall constitute a legal, valid and effective transfer of the Acquired
Assets notwithstanding any requirement for approval or consent by any person and vests the
Stalking Horse Purchasers with all right, title and interest of the Debtors in and to the Acquired
Assets, free and clear of all Claims, Liens, Interests and Encumbrances of any kind, pursuant to
section 363(o of the Bankruptcy Code, and (b) the assumption of any Assumed Obligations by
the Stalking Horse Purchasers constitutes a legal, valid and effective delegation of any Assumed
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Obligations to the Stalking Horse Purchasers and divests the Debtors of all liability with respect
to any Assumed Obligations.
Transfer ofAsseis
12. Except to the extent specifically provided in the Agreement, upon the Closing, the
Debtors shall be, and hereby are, authorized, empowered, and directed, pursuant to sections 105,
363(b) and 363(f) of the Bankruptcy Code, to sell the Acquired Assets to the Stalking Horse
Purchasers. The sale of the Acquired Assets vests the Stalking Horse Purchasers with all right,
title and interest of the Debtors to the Acquired Assets free and clear of any and all Claims,
Liens, Interests and Encumbrances and other liabilities and claims, whether secured or
unsecured, Choate or inchoate, filed or unified, scheduled or unscheduled, noticed or unnoticed,
recorded or unrecorded, contingent or non -contingent, liquidated or unliquidated, matured or
unmatured, disputed or undisputed, or known or unknown, whether arising prior to or subsequent
to the Commencement Date, whether imposed by agreement, understanding, law, equity or
otherwise, with all such Claims, Liens, Interests and Encumbrances to attach only to the
proceeds of the sale with the same priority, validity, force, and effect, if any, as they now have in
or against the Acquired Assets, subject to all claims and defenses the Debtors may possess with
respect thereto. The Motion shall be deemed to provide sufficient notice as to the sale of the
Acquired Assets free and clear of Claims, Liens, Interests and Encumbrances in accordance with
Local Rule 6004-2. Following the Closing Date, no holder of any Claims, Liens, Interests and
Encumbrances in the Acquired Assets may interfere with the Stalking Horse Purchasers' use and
enjoyment of the Acquired Assets based on or related to such Claims, Liens, Interests and
Encumbrances, or any actions that the Debtors may take in their chapter 11 cases and no person
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may take any action to prevent, interfere with or otherwise enjoin consummation of the
transactions contemplated in or by the Agreement or this Order.
13. The provisions of this Order authorizing the sale of the Acquired Assets free and
clear of Liens, Claims, Encumbrances and Interests and the Assumed Obligations, shall be self-
executing, and neither the Debtors nor the Stalking Horse Purchasers shall be required to execute
or file releases, termination statements, assignments, consents, or other instruments in order to
effectuate, consummate and implement the provisions of this Order. However, the Debtors and
the Stalking Horse Purchasers, and each of their respective officers, employees and agents are
hereby authorized and empowered to take all actions and execute and deliver any and all
documents and instruments that either the Debtors or the Stalking Horse Purchasers deem
necessary or appropriate to implement and effectuate the terms of the Agreement and this Sale
Order. Moreover, effective as of the Closing, the Stalking Horse Purchasers, their successors
and assigns, shall be designated and appointed the Debtors' true and lawful attorney and
attorneys, with full power of substitution, in the Debtors' name and stead, on behalf and for the
benefit of the Stalking Horse Purchasers, their successors and assigns, to demand and receive any
and all of the Acquired Assets and to give receipts and releases for and in respect of the Acquired
Assets, or any part thereof, and from time to time to institute and prosecute in the Debtors' name,
for the benefit of the Stalking Horse Purchasers, their successors and assigns, any and all
proceedings at law, in equity or otherwise, which the Purchasers, their successors and assigns,
may deem proper for the collection or reduction to possession of any of the Acquired Assets, and
to do all acts and things with respect to the Acquired Assets which the Stalking Horse
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Purchasers, their successors and assigns, shall deem desirable. The foregoing powers are
coupled with an interest and are and shall be irrevocable by the Debtors.
14. All entities who are presently, or on the Closing Date may be, in possession of
some or all of the Acquired Assets arc hereby directed to surrender possession of said Acquired
Assets to the Stalking Horse Purchasers on the Closing Date.
15. On or before the Closing Date, the Debtors' creditors are authorized and directed
to execute such documents and take all other actions as may be necessary to release any Liens,
Claims, Encumbrances or Interests of' any kind against the Acquired Assets, as such Liens,
Claims, Encumbrances or Interests may have been recorded or may otherwise exist. If any
person or entity that has filed financing statements or other documents or agreements evidencing
any Liens, Claims, Encumbrances or Interests in or against the Acquired Assets shall not have
delivered to the Debtors prior to the Closing after request therefor, in proper form for filing and
executed by the appropriate parties, termination statements, instruments of satisfaction, or
releases of all such Liens, Claims, Encumbrances or Interests that the person or entity has with
respect to the Acquired Assets, the Debtors are hereby authorized to execute and file such
statements, instruments, releases and other documents on behalf of the person or entity with
respect to such Acquired Assets prior to the Closing, and the Stalking Horse Purchasers are
authorized to file such documents after Closing.
16. To the greatest extent available under applicable law, the Stalking Horse
Purchasers shall be authorized, as of the Closing Date, to operate under any license, permit,
registration and govemmental authorization or approval of the Debtors with respect to the
Acquired Assets, and all such licenses, permits, registrations and governmental authorizations
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and approvals are deemed to have been, and hereby are, directed to be transferred to the Stalking
Horse Purchasers as of the Closing Date.
17. All of the Debtors' interests in the Acquired Assets to be acquired by the Stalking
Horse Purchasers under the Agreement shall be, as of the Closing Date and upon the occurrence
of the Closing, transferred to and vested in the Stalking Horse Purchasers. Upon the occurrence
of the Closing, this Order shall be considered and constitute for any and all purposes a full and
complete general assignment, conveyance and transfer of the Acquired Assets acquired by the
Stalking Horse Purchasers under the Agreement and/or a hill of sale or assignment transferring
good and marketable, indefeasible title and interest in the Acquired Assets to the Stalking Horse
Purchasers.
18. Except as expressly provided in the Agreement, the Stalking Horse Purchasers are
not assuming nor shall it or any affiliate of the Stalking Horse Purchasers be in any way liable or
responsible, as a successor or otherwise, for any liabilities, debts, or obligations of the Debtors in
any way whatsoever relating to or arising from the Debtors' ownership or use of the Acquired
Assets prior to the consummation of the transactions contemplated by the Agreement, or any
liabilities calculable by reference to the Debtors or their operations or the Acquired Assets, or
relating to continuing or other conditions existing on or prior to consummation of the
transactions contemplated by the Agreement, which liabilities, debts, and obligations are hereby
extinguished insofar as they may give rise to liability, successor or otherwise, against the
Stalking Horse Purchasers or any affiliate of the Stalking Horse Purchasers.
19. Except as otherwise provided in the Agreement, on the Closing Date, each of the
Debtors' creditors is authorized and directed to execute such documents and take all other
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actions as may be necessary to release their respective interests or claims against the Acquired
Assets, if any, as may have been recorded or may otherwise exist.
20. Except as otherwise expressly provided in the Agreement, all persons or entities,
presently or on or after the Closing Date, in possession of some or all of the Acquired Assets are
directed to surrender possession of the Acquired Assets to the Stalking Horse Purchasers on the
Closing Date or at such time thereafter as the Stalking Horse Purchasers may request.
Assumed Contracts and Assumed Leases
21. Subject to the terms of the Agreement and the occurrence of the Closing Date, the
assumption by the Debtors of the Assumed and Assigned Agreements and the assignment of
such agreements to the Stalking Horse Purchasers, as provided for or contemplated by the
Agreement, be, and hereby is, authorized and approved pursuant to sections 363 and 365 of the
Bankruptcy Code.
22. The Assumed and Assigned Agreements shall be deemed valid and binding and in
full force and effect and assumed by the Debtors and assigned to the Stalking Horse Purchasers
at the Closing, pursuant to sections 363 and 365 of the Bankruptcy Code, subject only to the
payment of all cures and/or other payments or actions required to assume and assign the
Assumed and Assigned Agreements to the Stalking Horse Purchasers.
23. Upon the Closing, in accordance with sections 363 and 365 of the Bankruptcy
Code, the Stalking Horse Purchasers shall be fully and irrevocably vested in all right, title and
interest of each Assumed and Assigned Agreement, The Debtors shall cooperate with, and take
all actions reasonably requested by, the Stalking Horse Purchasers to effectuate the foregoing.
Notwithstanding any other provision of this Order, if the Debtors, the Stalking Horse Purchasers
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and ACE American Insurance Company and other entities within the ACI:i-group of companies
(individually and collectively, "ACE Companies") do not reach an agreement regarding the
transfer, assumption and assignment of the ACE Insurance Policies (as defined in the Limited
Objection of the ACE. Companies to Motion of the Debtors for Order Approving Sale of
Substantially All of the Debtors' Assets [Docket No. 390] (the "ACE Objection")) and the ACE
Program Agreements (as defined in the ACE Objection), the Court will hold a hearing regarding
such transfer, assumption and assignment on April _, 2009 at _:_ _.m. (Eastern Time) (the
"April Hearing").
24. Pursuant to sections 365(b)())(A) and (B) of the Bankruptcy Code, and except as
otherwise provided in this Order, in accordance with the Agreement, the Debtors shall promptly
pay or cause to be paid to the parties to any Assumed and Assigned Agreements the requisite
Cure Amounts, if any, set forth in the Cure Notice served by the Debtors on each of the parties to
the Assumed and Assigned Agreements, with respect to the assumption and assignment thereof.
The Cure Amounts are hereby fixed at the amounts set forth in the Cure Notice served by the
Debtors, or the amounts determined on the record of the Sale Hearing, as the case may be, and
the non -debtor parties to the Assumed and Assigned Agreements are forever bound by such Cure
Amounts and are hereby enjoined from taking any action against the Stalking Horse Purchasers
or the Acquired Assets with respect to any claim for cure under any Assumed and Assigned
Agreements; provided that the Cure Amount for Verizon Business Global LLC shall be the
amount agreed to between the Debtors and Verizon Business Global LLC, after consultation with
the Stalking Horse Purchasers and the Committee, or the amount determined by the Court at the
April I tearing.
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25. All defaults or other obligations under the Assumed and Assigned Agreements
arising prior to the Closing (without giving effect to any, acceleration clauses or any default
provisions of the kind specified in section 365(b)(2) of the Bankruptcy Code) shall be deemed
cured by payment of the Cure Amounts and the non -debtor parties to such contracts shall be
forever barred and estopped from asserting or claiming against the Debtors or the Stalking Horse
Purchasers that any additional amounts are due or other defaults exist.
26. Any provision in any Assumed and Assigned Agreement that purports to declare a
breach, default or payment right as a result of an assignment or a change of control in respect of
the Debtors is unenforceable, and all Assumed and Assigned Agreements shall remain in full
force and effect, subject only to payment of the appropriate Cure Amount, if any. No sections or
provisions of any Assumed and Assigned Agreement that purports to provide for additional
payments, penalties, charges, or other financial accommodations in favor of the non -debtor third
party to the Assumed and Assigned Agreements shall have any force and effect with respect to
the transactions contemplated by the Agreement and assignments authorized by this Order, and
such provisions constitute unenforceable anti -assignment provisions under section 365(f) of the
Bankruptcy Code and/or are otherwise unenforceable under section 365(e) of the Bankruptcy
Code and no assignment of any Assumed and Assigned Agreement pursuant to the terms of the
Agreement in any respect constitutes a default under any Assumed and Assigned Agreement.
The non -debtor party to each Assumed and Assigned Agreement shall be deemed to have
consented to such assignment under section 365(c)(1)(B) of the Bankruptcy Code, and the
Stalking Horse Purchasers shall enjoy all of the rights and benefits under each such Assumed and
Assigned Agreement as of the applicable date of assumption without the necessity of obtaining
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such non -debtor party's written consent to the assumption or assignment thereof; provided that
the assumption and assignment of the Assumed and Assigned Agreements with Oracle USA, Inc.
("Oracle") is conditioned upon Oracle and the Stalking Horse Purchasers entering into an
assignment agreement.
27. The Stalking Horse Purchasers have satisfied all requirements under sections
365(b)(1) and 365(f)(2) of the Bankruptcy Code to provide adequate assurance of future
performance under the Assumed and Assigned Agreements.
28. The Debtors and their estates shall be relieved of any liability for any breach of
any of the Assumed and Assigned Agreements occurring from and after Closing, pursuant to and
in accordance with section 365(k) of the Bankruptcy Code.
29. The non -debtor parties shall be prohibited from charging any rent acceleration,
assignment fees, increases or other fees to the Purchasers as a result of the assumption and
assignment of the Assumed and Assigned Agreements.
Additional Provisions
30. Each and every federal, state, and local governmental agency or department is
hereby directed to accept any and all documents and instruments necessary and appropriate to
consummate the transactions contemplated by the Agreement and this Order.
31. To the extent permitted by section 525 of the Bankruptcy Code, no governmental
unit may revoke or suspend any permit or license relating to the operation of the Acquired Assets
sold, transferred or conveyed to the Stalking Horse Purchasers on account of the filing or
pendency of these chapter I I cases or the consummation of the transaction contemplated by the
Agreement. .
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32. The Stalking Horse Purchasers have not assumed or is otherwise not obligated for
any of the Debtors' liabilities other than the Assumed Obligations and as otherwise set forth in
the Agreement, and the Stalking Horse Purchasers have not purchased any of the Excluded
Assets. Consequently, all persons, Governmental Units (as defined in sections 10](27) and
101(41) of the Bankruptcy Code) and all holders of Claims, Liens, Interests or Encumbrances
based upon or arising out of liabilities retained by the Debtors are hereby enjoined from taking
any action against the Stalking Horse Purchasers or the Acquired Assets, including asserting any
setoff, right of subrogation or recoupment of any kind, to recover any Claims, Liens, Interests or
Encumbrances or on account of any liabilities of the Debtors other than Assumed Obligations
pursuant to the Agreement. All persons holding or asserting any Interest in the Excluded Assets
are hereby enjoined from asserting or prosecuting such Claims, Liens, Interests or Encumbrances
or cause of action against the Stalking Horse Purchasers or the Acquired Assets for any liability
associated with the Excluded Assets. Nothing in this Order or the Agreement releases, nullifies,
precludes, or enjoins the enforcement of any liability to a Governmental Unit under police or
regulatory statutes or regulations that any entity would be subject to as the owner or operator of
property after the date of entry of this Order.
33. The Stalking Horse Purchasers are not "successors" to the Debtors or their estates
by reason of any theory of law or equity, and the Stalking Horse Purchasers shall not assume, nor
be deemed to assume, or in any way be responsible for any liability or obligation of any of the
Debtors and/or their estates including, but not limited to, any bulk sales law, successor liability,
liability or responsibility for any claim against the Debtors or against an insider of the Debtors,
or similar liability except as otherwise expressly provided in the Agreement, and the Motion
W

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Document Page 27 of 32
contains sufficient notice of such limitation in accordance with Local Rule 6004-2. Except to the
extent the Stalking Horse Purchasers assume the Assumed Obligations pursuant to the
Agreement, neither the purchase of the Acquired Assets by the Stalking Horse Purchasers or
their affiliates, nor the fact that the Stalking Horse Purchasers or their affiliates are using any of
the Acquired Assets previously operated by the Debtors, will cause the Stalking Horse
Purchasers or any of their affiliates to be deemed a successor in any respect to the Debtors'
businesses within the meaning of (i) any foreign, federal, state or local revenue, pension, ERISA,
tax, labor, employment, antitrust, environmental, or other law, rule or regulation (including
without limitation filing requirements under any such laws, rules or regulations), (ii) under any
products liability law or doctrine with respect to the Debtors' liability under such law, rule or
regulation or doctrine, or under any product warranty liability law or doctrine with respect to the
Debtors' liability under such law, rule or regulation or doctrine, (iii) any employment or labor
agreements, consulting agreements, severance arrangements, change -in -control agreements or
other similar agreement to which the Debtors are a party, (iv) any pension, welfare,
compensation or other employee benefit plans, agreements, practices and programs, including,
without limitation, any pension plan of the Debtors, (v) the cessation of the Debtor's operations,
dismissal of employees, or termination of employment or labor agreements or pension, welfare,
compensation or other employee benefit plans, agreements, practices and programs, obligations
that might otherwise arise from or pursuant to the Employee Retirement Income Security Act of
1974, as amended, the Fair Labor Standard Act, Title Vll of the Civil Rights Act of 1964, the
Age Discrimination and Employment Act of 1967, the Federal Rehabilitation Act of 1973, the
National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act of 1985,
27

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Document Page 28 of 32
COBRA, or the Worker Adjustment and Retraining Notification Act, (vi) environmental
liabilities, debts, claims or obligations arising from conditions first existing on or prior to Closing
(including, without limitation, the presence of hazardous, toxic, polluting, or contaminating
substances or wastes), which may be asserted on any basis, including, without limitation, under
the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601
et seq., (vii) any liabilities, debts or obligations of or required to be paid by, the Debtors for any
taxes of any kind for any period, (viii) any liabilities, debts, commitments or obligations for any
taxes relating to the operation of the Acquired Assets prior to Closing, and (ix) any litigation.
34. Except to the extent expressly included in the Assumed Obligations, pursuant to
sections 105 and 363 of the Bankruptcy Code, all persons and entities, including, but not limited
to, the Debtors, the Committee, all debt security holders, equity security holders, the Debtors'
employees or former employees, governmental, tax and regulatory authorities, lenders, parties to
or beneficiaries under any benefit plan, trade and other creditors asserting or holding a Lien,
Claim, Encumbrance or Interest of any kind or nature whatsoever against, in or with respect to
any of the Debtors or the Acquired Assets (whether legal or equitable, secured or unsecured,
matured or unmatured, contingent or non -contingent, senior or subordinated), arising under or
out of, in connection with, or in any way relating to the Debtors, the Acquired Assets, the
operation of the Debtors' businesses prior to the Closing Date or the transfer of the Acquired
Assets to the Stalking Horse Purchasers, shall be forever barred, estopped, and permanently
enjoined from asserting, prosecuting or otherwise pursuing such Lien, Claim, Encumbrance or
Interest, whether by payment, setoff, or otherwise, directly or indirectly, against the Stalking
Horse Purchasers or any affiliates, successors or assigns thereof and each of their respective
W.

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Document Page 29 of 32
current and former members, officers, directors, managed funds, investment advisors, attorneys,
employees, partners, affiliates, financial advisors and representatives (each of the foregoing in its
individual capacity), or the Acquired Assets. For the avoidance of doubt, the foregoing shall not
prevent the Debtors, their estates, successors or permitted assigns from pursuing claims, if any,
against the Stalking Horse Purchasers and/or their successors and assigns in accordance with the
terms of the Agreement.
35. Other than the Assumed Obligations or as otherwise provided for in the
Agreement, the Stalking horse Purchasers shall have no obligations with respect to any liabilities
of the Debtors, including, without limitation, the Excluded Liabilities, and the Debtors are
deemed to release and forever discharge the Stalking Horse Purchasers and any of their affiliates,
successors and assigns from any and all claims, causes of action, obligations, liabilities,
demands, losses, costs and expenses of any kind, character or nature whatsoever, known or
unknown, fixed or contingent, relating to the sale, except for liabilities and obligations under the
Agreement.
36. Subject to the terms of the Agreement, the Agreement and any related agreements
may be waived, modified, amended, or supplemented by agreement of the Debtors and the
Stalking Horse Purchasers; without further action or order of the Bankruptcy Court; provided,
however, that any such waiver, modification, amendment, or supplement is not material and
substantially conforms to, and effectuates, the Agreement and any related agreements.
37. The failure specifically to include any particular provisions of the Agreement or
any related agreements in this Order shall not diminish or impair the effectiveness of such
provision, it being the intent of the Bankruptcy Court, the Debtors and the Stalking Horse
29

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Document Page 30 of 32
Purchasers that the Agreement and any related agreements are authorized and approved in their
entirety with such amendments thereto as may be made by the parties in accordance with this
Order prior to Closing.
38. To the extent any provisions of this Order conflict with the terms and conditions
of the Agreement, this Order shall govern and control.
39. Nothing in this Order shall alter or amend the Agreement and the obligations of
the Debtors and the Stalking Horse Purchasers thereunder.
40. This Order and Agreement shall be binding upon and govern the acts of all
persons and entities, including without limitation, the Debtors and the Stalking Horse Purchasers,
their respective successors and permitted assigns, including, without limitation, any Chapter 11
trustee hereinafter appointed for the Debtors' estates or any trustee appointed in a Chapter 7 case
if this case is converted from Chapter 11, all creditors of any Debtor (whether known or
unknown), filing agents, fling officers, title agents, recording agencies, secretaries of state, 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 in or to the Acquired Assets.
41. The provisions of this Order are non -severable and mutually dependent.
42. Nothing in any order of this Bankruptcy Court or contained in any plan of
reorganization or liquidation confirmed in the chapter 11 cases, or in any subsequent or
converted cases of the Debtors under chapter 7 or chapter I of the Bankruptcy Code, shall
conflict with or derogate from the provisions of the Agreement or the terms of this Order.
30

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Document Page 31 of 32
44, This Bankruptcy Court shall retain exclusive jurisdiction to enforce the terms and
provisions of this Order, the Bid Procedures Order, and the Agreement in all respects and to
decide any disputes concerning this Order and the Agreement, or the rights and duties of the
parties hereunder or thereunder or any issues relating to the Agreement and this Order including,
but not limited to, the interpretation of the terms, conditions and provisions hereof and thereof;
the status, nature and extent of the Acquired Assets and any Assumed and Assigned Agreements,
and all issues and disputes arising in connection with the relief authorized herein, inclusive of
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
31

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Document Page 32 of 32
those concerning the transfer of the assets free and clear of all Liens, Claims, Interests and
Encumhrances.
Dated: Richmond, Virginia
'2009
Dated: March 23, 2009
WE ASK FOR THIS:
LLP
Benjamin C. Ackerly (V o. 09120)
Jason W. Harbour (VSB No. 0)
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone: [phone]
Telecopier: (804) 788-82) 8
and
Peter S. Partee (VSB No. 34140)
200 Park Avenue, 53`d Floor
New York, New York 10166-0136
Telephone: [phone]
Telecopier: [phone]
Attorneys jar Debtors
And Deb(ors-in-Possession
UNITED STATES BANKRUPTCY JUDGE
32
Entered on Docket: March 23, 2009

W ATz9
Q
I � r
Beverly Eaves Perdue, Governor
Dee Freeman, Secretaq,
North Carolina Department of Environment and Natural Resources
9
w�v� -d
s <
Coleco H. Sullins, Director
-p-dQvn of Water Quality
Yves Regniers
Chesapeake Pharmaceutical Packaging Company, LLC
3: Duffy Avenue
K. Nsville, NY 11801
Subject: Name/Ownership Cl-la
NCGNE0233
Wake County
Your request for a permit name change or ownership change received on September 15, 2010 is
being returned due to:
O Permit Name/Ownership Change Form is missing.
Permit Name/Ownership Change Form is incomplete.
❑ Permit Name/Ownership Change Form signatures missing.
Missing legal docu ent of the transfer of ownership (such as a contract or a deed).
Please return
additional qu
as follows:
nformation so we can continue processing your request. If you have any
is, please contact Bradley Bennett at (919).807-6370. Our mailing address is
Wetlands and Stormwater Branch
1617 Mail Service
Raleigh, NC 27699-1617
DWQ Stormwater Permitting Unit apt
�1f
Z�o� �J vSeA�j b� Ir it A` 1
-%l Cal:�_0_0
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] C
Internet: h2o.encstate.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX [phone]
Vn Y00 C
Nos` hCarofina
dl�atrrrn!l�
An Equal Opportunity/Affirmative Action Employer - 50 % Recycled/10% Post Consumer Paper
1

s F �s
-ILA _--
NC®ENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
August 16, 2010
Ms. Robin Henfling
Arlington Press Inc.
7605 Welborn St
Raleigh, NC 27615
Subjec_/ No -Exposure Certification NCGNE0233
Arlington Press Inc.
Wake County
Dear Ms. Henfling:
Dee Freeman
Secretary
As a current holder of a No -Exposure Certification, please note the following important change to the Division's
implementation of this program. The No -Exposure Certifications no longer will have an expiration date. Previously your
no -exposure exclusion had to be re -certified with the Division every 5 years. This will no longer be required. Please
disregard the expiration date on your original certification. However, in order to assure that your facility stays in
compliance with all of the conditions in the no -exposure certificaticn,.,:!ou must self re -certify your facility at least
annually. Please see the attachment for information orl:;elf re -certification.
If you are waiting for a response from the Division for a renewal certification you already submitted, please consider this
letter the Division's approval for renewing your No -Exposure exclusion.
Please. note that this does not change your obligation.tc,�iaintain no -exposure conditions at your facility. If
conditions change such that your facility can no longer qualify for a no -exposure exclusion, you are obligated to
immediately obtain NPDES permit coverage for your stormwater discharge. Otherwise, the discharge becomes
subject to enforcement as an un-permitted discharge. State statute provides for fines of up to $25,000 per day for
un-permitted discharges.
Your conditional exclusion from permitting does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact your Regional Office, or Robert Patterson in the
Stormwater Permitting Unit at [phone], [e-mail]. '
Sincerely,
bn��
for Coleen H. Sullins
cc: Stormwater Permitting Unit No -Exposure Files
Attachments .
wetlands and Stonnwater Branch One
1617 Mail Service Center, Raleigh, North Carolina 27699-1617LomNO]-ttl CarOt 101
Phone:
512 -8 7 Salisbury St. Rale19-807, North Carolina 27604 Naturally
Phone: 919b0783001 FAX: 919�07-64941 Customer Service: l$77$23£748 !d
Internet: w .ncwaterquality,org
An Equal Opportunity 1 Affirmative Action Employer

No -Exposure Self Re -Certification Information:
You are obligated to maintain no -exposure' conditions at your facility. If conditions change such that
your facility can no longer qualify for a no -exposure exclusion, you are obligated to immediately obtain
NPDES permit coverage for your stormwater discharge. Otherwise, the discharge becomes subject to
enforcement as an un-permitted discharge-:73tate statute provides for fines of up to $25,000 per day for
un-permitted discharges.
Your conditional no -exposure exclusion must.be,self re -certified at least annuallv as follows:
- Complete the re -certification at a.minimum of once per year using the included Self Re -
Certification Form.
(additional copies can be downloaded from http://portal.ncdenr.org/web/wq/ws/su/npdessw#No_Exposure_NPDES )
- Maintain a record of re -certifications on file at the facility. Do not submit the re -certification to
DWQ unless requested. If requested, submit a copy of the re -certification to the Division and/or
the municipality in which the facility is located.
-During an inspection by DWQ or local government, provide the re -certifications immediately
upon request.
- Notify the Division of any changes in ownership, significant facility and/or activity changes, or if
the facility can no longer maintain no -exposure.
-Allow the NPDES permitting authority.or, if discharging into a municipal separate storm sewer
system, the operator of the system, to: (1) inspect the facility; and (2) make such inspection reports
publicly available upon request.
"No exposure" means that all industrial materials and activities are protected by a storm resistant shelter to
prevent exposure to rain, snow, snowmelt, and/or runoff. Industrial materials or activities include, but are not
limited to, material handling equipment or activities, industrial machinery, raw materials, intermediate
products, by-products, final products, or waste products. Material handling activities include the storage,
loading and unloading, transportation, or conveyance of any raw material, intermediate product, final product
or waste product. (40 CFR 122.26(g))
Information and forms related No -Exposure Certifications can be accessed on the website at:
http://portal.ncdenr.org/web/wq/ws/su/npdessw#No_Exposure_NPDES
Rev. 28Jul2010

- WA0
/
NCDENR
Nwrr, Gxouxn OCvARTmexi Oe
Exv,nwnexr vo NnURu FeS Rce
Division of Water Quality / Surface Water Protection
National Pollutant Discharge Elimination System
ANNUAL NO EXPOSURE EXCLUSION SELF RECERTIFICATION
NCGNE0000
Do not submit this form to DWQ unless requested.
For questions, please contact the DWQ Regional Office for your area or the Central Office.
(Please print or type)
Facility's No Exposure Exclusion No. Date Completed (MM/DD/YYYY)
N I C I G I N I E Qa_,j 3 1 0 1 q/ O CQ
1) Has the facility name or owner changed? ® Yes ❑ No
(if yes, please submit a separate Name/Ownership Change Form to DWQ located at
http://portal. ncdenr. org/web/wq/ws/su/npdessw#Application_Forms_N P D ES)
2) Are any of the following materials or activities exposed to precipitation, now or in the foreseeable
future? (Please check either "Yes" or "No.") If you answer "Yes" to any of these items, you are not
eligible to maintain your no exposure exclusion, and must immediately apply for a permit from DWQ.
a. Using, storing, or cleaning industrial machinery or equipment, and areas where ❑ Yes ® No
residuals from using, storing or cleaning industrial machinery or equipment remain
and are exposed to stormwater
b. Materials or residuals on the ground or in stormwater inlets from spills/leaks
c. Materials or products from past industrial activity
d. Material handling equipment (except adequately maintained vehicles)
e. Materials or products during loading/unloading or transporting activities
f. Materials or products stored outdoors (except final products intended for outside
use [e.g., new cars] where exposure to stormwater does not result in the discharge
of pollutants)
g. Materials contained in open, deteriorated or leaking storage drums, barrels, tanks,
and similar containers
h. Materials or products handled/stored on roads or railways owned or maintained by
the discharger
i. Waste material (except waste in covered, non -leaking containers [e.g., dumpsters])
j. Application or disposal of process wastewater (unless otherwise permitted)
k. Particulate matter or visible deposits of residuals from roof stacks and/or vents not
otherwise r
stormwater
I. Empty container
(i.e., not closed
control permit) and evident in the
s that are not properly stored
precipitation accumulation)
Page 1 of 3
❑Yes YNo
❑
Yes
®
No
❑ Yes
❑ No
❑ Yes
® No
❑
Yes
®
No
❑ Yes ® No
❑ Yes [9 No
❑ Yes ® No
❑ Yes ® No
❑ Yes ® No
❑ Yes ® No
SWU-NESR-29Jul2010

NCGNE0000 No Exposure Self Re -Certification
m. For any exterior ASTs, as well as drums, barrels, tanks, and similar containers ❑ Yes ® No
stored outside, has the facility had any releases in the past three (3) years?
3) Above Ground Storage Tanks (ASTs): If you answer "No" to any of the following items, you are not
eligible to maintain your no exposure exclusion, and must immediately apply for a permit from DWQ.
a. Are exterior ASTs and piping free of rust, damaged or weathered coating, pits, or ❑Yes❑ No ® N/A
deterioration, or evidence of leaks?
b. Is secondary containment provided for all exterior ASTs? If so, is it free of any ❑Yes❑ No N/A
cracks, holes, or evidence of leaks, and are drain valves maintained locked shut?
4) Secondary Containment: If you answer "No" to any of the following items, you are not eligible to
maintain your no exposure exclusion, and must immediately apply for a permit from DWQ.
a. Is secondary containment provided for all single above ground storage
containers (including drums, barrels, etc.) with a capacity of more than 660-
gallons?
b. Is secondary containment provided for above ground storage containers stored
in close proximity to each other with a combined capacity of more than 1,320-
gallons?
c. Is secondary containment provided for Title III Section 313 Superfund
Amendments and Reauthorization Act (SARA) water priority chemicals'?
d. Is secondary containment provided for hazardous substances" designated in 40
CFR §116?
e. Are release valves on all secondary containment structures locked?
Footnotes to Questions 4) c. & d.
[:]Yes[:] No ® N/A
[:]Yes[:] No ® N/A
❑Yes❑ No [R N/A
[:]Yes[:] No ® N/A
[:]Yes[:] No X N/A
'Note that amounts below the 660-gallon (single) and 1,320-gallon (combined) bulk storage minimums require secondary containment
However, some exceptions may be made for de minimis amounts of certain substances, and/or other qualifiers, as described in the
exemptions from reporting requirements of Title III SARA 313 in 40 CFR §372.38.
"Note that amounts below the 660-gallon (single) and 1,320-gallon (combined) bulk storage minimums require secondary containment.
However, some exceptions may be made for amounts less than the Reportable Quantities of the hazardous substances listed in 40 CFR
§117.3.
5) Other information: If you answer "Yes" to any of the following items, and the answer if different from
how it was answered when originally applying, you might not be eligible to maintain your no exposure
exclusion. Please contact the Division if this is the case.
a. Does your facility store used, recycled, or otherwise reclaimed pallets outside?
b. Does your facility have coal piles on site?
c. Does your facility store other fuel sources outside in piles, such as wood chips,
sawdust, etc.?
d. Does your facility have air emissions associated with its industrial activity (e.g.,
degreasing operations, plating, painting and metal finishing)? If so, describe the
industrial activity: Arll 441'^ 5
e. If you answered yes to d., are those emi/sslo permitted by an Air Quality Permit?
Please specify: 4/9 Prrra 7 LV 912-00 277
❑ Yes ® No
❑ Yes No
❑ Yes ®No
RYes ❑ No
MYes❑ No❑N/A
Page 2 of 3
SWU-NESR-29Ju12010

NCGNE0000 No Exposure Self Re -Certification
6) Certification:
I certify under penalty of law that I have read and understand the eligibility requirements for claiming a condition of "no
exposure' and obtaining/maintaining an exclusion from NPDES stormwater permitting.
I certify under penalty of law that there are no discharges of stormwater contaminated by exposure to industrial activities
or materials from the industrial facility or site identified in this document (except as allowed under 40 CFR 122.26(g)(2)).
I understand that I am obligated to annually self re -certify No Exposure and, if requested, submit this re -certification to
DWQ or the operator of the local municipal separate storm sewer system (MS4) into which the facility discharges (where
applicable). I understand that I must allow the North Carolina Division of Water Quality, or MS4 operator where the
discharge is into the local MS4, to perform inspections to confirm the condition of no exposure and to make such
inspection reports publicly available upon request.
In the event that the site no longer qualifies for a No Exposure Exclusion, I understand that I must obtain coverage under
an NPDES permit prior to any point source discharge of stormwater from the facility. Additionally, 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 gathered and evaluated the information provided. Based on my
inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the
information, the information provided is to the best of my knowledge and belief true, accurate and complete. I am aware
that there are significant penalties for providing false information, including the possibility of fine and imprisonment for
knowing violations.
I certify that I am familiar with the information contained in this document and that to the best of my knowledge and belief
such information is true, complete, and accurate.
Printed Name of Person Signing: yT= S t�EC� W t E12S
Title: Iim&mC_ia ' OPES TOO
09—V7-10.
(Signature) U (Date Signed)
Please note: The Regional Office may inspect your facility at any time in the future for
compliance with the No Exposure Exclusion.
North Carolina General Statute 143-215.6 B(i) provides that:
Any person who knowingly makes any false statement, representation, or certification in any application, record, report, plan, or other
document filed or required to be maintained under this Article or a rule implementing this Article; or who knowingly makes a false
statement of a material fact in a rulemaking proceeding or contested case under this Article; or who falsifies, tampers with, or knowingly
renders inaccurate any recording or monitoring device or method required to be operated or maintained under this Article or rules of the
[Environmental Management] Commission implementing this Article shall be guilty of a Class 2 misdemeanor which may include a fine
not to exceed ten thousand dollars ($10,000).
This completed form must be kept on file at the facility for at least 5 years. Do not submit this
form to DWQ unless requested.
Page 3 of 3
SWU-NESR-29Ju12010

Michael F. Easley. Oovemor
William G. Ross Jr.. Secretary
North Carolina IJepartment of Environment and Natural Resources
Alan W. KlimeA. P. E. Director
Division of Water Quality
Culeen It. Sullins, Deputy Director
Division of Water Quality
August 5, 2005
Mr. Robin Henfling
Arlington Press, Inc.
7605 Wellborn Street
Raleigh, NC 27615
Subject: No Exposure Certification NCGNE0233
Arlington Press, Inc.
7605 Wellborn Street
Wake County
Dear Mr. Henfling:
The Division has reviewed your submittal of the No -Exposure Certification for Exclusion from NPDES
Stormwater Permitting form, which we received on June 7, 2005. Based on your submittal and signed
certification of no exposure at the above referenced facility, the Division is granting your certification as
provided for under 40 CFR 126.22(g), which is incorporated by reference in North Carolina regulations.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires in five years (July 31, 2010). At that time you must re -certify with
the Division, or obtain NPDES permit coverage for any stormwater discharges from your facility.
Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Sarah Young at [phone], ext.
502, or at [e-mail].
cc: Raleigh Regional Office
Stormwater Permitting Unit Files
Sincerely,
-AO4 30,�V
for Alan W. Klimek, P.E.
Central Files — w/attachments
Wake County
N. C. Division o1Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
Q;A
NCDENR
Customer Service
1-877-623-6749

RECEIVED NONE o2 3 3 —`au-
JUN 0 7 200 United States Environmental Protection Agency Form Approved 1
NPDES A Washington, DC 20460 OMB No. 20a0-021t
FORM 14W
3610-11 OSURE CERTIFICATION for Exclusion from
NPDES Storm Water Permitting
Submission of this No Exposure Certification constitutes notice that the entity identified in Section A does not require permit authorization forts storm water
discharges associated with industrial activity in the State identified in Section B under EPA's Storm Water Multi -Sector General Permit due to the existence
of a condition of no exposure.
A condition of no exposure exists at an industrial facility when all industrial materials and activities are protected by a storm resistant shelter to prevent
exposure to rain, snow, snowmelt, and/or runoff. Industrial materials or activities include, but are not limited to, material handling equipment or activities,
industrial machinery, raw materials, intermediate products, by-products, final products, or waste products. Material handling activities include the storage,
loading and unloading, transportation, or conveyance of any raw material, intermediate product, final product or waste product. A storm resistant shelter is
not required for the following industrial materials and activities:
— drums, barrels, tanks, and similar containers that are tightly sealed, provided those containers are not deteriorated and do not leak. "Sealed"
means banded or otherwise secured and without operational taps or valves:
— adequately maintained vehicles used in material handling; and
— final products, other than products that would be mobilized in storm water discharges (e.g., rock salt).
A No Exposure Certification must be provided for each facility qualifying for the no exposure exclusion. In addition, the exclusion from NPDES permitting is
available on a facility -wide basis only, not for individual outfalls. If any industrial activities or materials are or will be exposed to precipitation, the facility is
not eligible for the no exposure exclusion.
By signing and submitting this No Exposure Certification form, the entity in Section A is certifying that a condition of no exposure exists at its facility or site,
and is obligated to comply with the terms and conditions of 40 CFR 122.26(g),
ALL INFORMATION MUST BE PROVIDED ON THIS FORM.
Detailed instructions for completing this form and obtaining the no exposure exclusion are provided on pages 3 and 4.
A. Facility Operator Information
1. Name: I A I r l l l i l n l x 11 l o I n 1 113 I r I c l s I� I I l I n I n l I I I I I I I 11 12. Phone: I I I 11 1 1
3. Mailing Address: a. Street: 17 16 10 15 1 11O I C I I I h I n I r 1 n I I s l 1 I r I� I � I t I I I I I I I I I I I I I I
b. City: I k l n 1 1 I � U I s 11, 1 1 1 1 1 1 1 1 1 1 1 1 1 I I I c. State: u C d Zip Code: 12 17 16 1 1 15 1— I I I I I
B. Facility/Site Location Information
1. Facility Name: JAI, 11 li In Is 11 Iv In I II'Ir Iv I, I, I II In II I I I I I I I I I
2. a. Street Address: 17 16 10 15 1 1 W I n 1 1 11, I h I r I n I 1 S 11 r I n 1 1 1 1 1 1 1 1 1 k
It. City: I k I a 11 1" I Is Ih I I I I I I I I I I I I I I I I c. County: I I I I
d. State: LNC e. Zip Code: 12 17 16 11 IS 1 — I I I I
3. Is the facility located on Indian Lands? Yes ❑ No
4. Is this a Federal facility? Yes C� No E)
5. a. Latitude: I s Is' LLL3JI u„ b. Longitude: 1017 IS 5 o 11
6. a. Was the facility or site previously covered under an NPDES storm water permit? Yes11 No
b. If yes, enter NPDES permit number:
7. SIC/Activity Codes: Primary: 12 17 15 12
8. Total size of site associated with industrial activity:
Secondary (if applicable): I I I I
acres
9. a. Have you paved or rooted over a formerly exposed, pervious area in order to qualify for the no exposure exclusion? Yes ❑ No Z
b. If yes, please indicate approximately how much area was paved or roofed over. Completing this question does not disqualify you for the no exposure
exclusion. However, your permitting authority may use this information in considering whether storm water discharges from your site are likely to have
an adverse impact on water quality, in which case you could be required to obtain permit coverage.
Less than one acre ❑ One to five acres ❑ More than five acres ❑
I
EPA Form 3510-11 (10-99) Page 1 of 4

NPDES Form Approved
FORM -,EPA NO EXPOSURE CERTIFICATION for Exclusion from OMB No. 2040-0211
3510-11 NPDES Storm Water Permitting
C. Exposure Checklist
Are any of the following materials or activities exposed to precipitation, now or in the foreseeable future?
(Please check either "Yes" or "No" in the appropriate box.) It you answer "Yes" to any of these questions
(1) through (11), you are not eligible for the no exposure exclusion.
Yes
No
1.
Using, storing or cleaning industrial machinery or equipment, and areas where residuals from using, storing
or cleaning industrial machinery or equipment remain and are exposed to storm water
2.
Materials or residuals on the ground or in storm water inlets from spills/leaks
3.
Materials or products from past industrial activity
❑
❑�
4.
Material handling equipment (except adequately maintained vehicles)
❑
F7
5.
Materials or products during loading/unloading or transporting activities
F7
6.
Materials or products stored outdoors (except final products intended for outside use [e.g., new cars] where
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exposure to storm water does not result in the discharge of pollutants)
7.
Materials contained in open, deteriorated or leaking storage drums, barrels, tanks, and similar containers
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8.
Materials or products handled/stored on roads or railways owned or maintained by the discharger
❑
M
9.
Waste material (except waste in covered, non -leaking containers (e.g., dumpsters])
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10.
Application or disposal of process wastewater (unless otherwise permitted)
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11.
Particulate matter or visible deposits of residuals from roof stacks and/or vents not otherwise regulated
(i.e., under an air quality control permit) and evident in the storm water outflow
D. Certification Statement
I certify under penalty of law that I have read and understand the eligibility requirements for claiming a condition of "no exposure" and obtaining an
exclusion from NPDES storm water permitting.
I certify under penalty of law that there are no discharges of storm water contaminated by exposure to industrial activities or materials from the industrial
facility or site identified in this document (except as allowed under 40 CFR 122.26(g)(2)).
I understand that I am obligated to submit a no exposure certification form once every five years to the NPDES permitting authority and, if requested, to
the operator of the local municipal separate storm sewer system (MS4) into which the facility discharges (where applicable). I understand that I must
allow the NPDES permitting authority, or MS4 operator where the discharge is into the local MS4, to perform inspections to confirm the condition of no
exposure and to make such inspection reports publicly available upon request. I understand that I must obtain coverage under an NPDES permit prior
to any point source discharge of storm water from the facility.
Additionally, 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 gathered and evaluated 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 fine and imprisonment for knowing violations.
Print Name: Rlo lb I I n I IH is In if II
Print Title: P I r l a i s I i I d I a I n I t I I
Signature:
Date: I04f Io'1?I q
EPA Form 3510-11 (10-99) Page 2 of 4

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