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HomeMy WebLinkAboutNC0004944_Permit Issuance_20180615NPDES DOCIMENT SCANNING COVER SHEET Permit: NC0004944 NPDES Document Type: Permit Issuance--) Wasteload Allocation Authorization to Construct (AtC) Permit Modification Complete File - Historical Engineering Alternatives (EAA) Compliance Instream Assessment (67b) Speculative Limits Environmental Assessment (EA) Permit History Document Date: June 15, 2018 This document its printed on reuse paper - ignore any content on the rewersce side ROY COOPER Governor f. Water Resources ENVIRONMENTAL OUALIFY MICHAEL S. REGAN Secreta,y LINDA CULPEPPER Interim Director June 15, 2018 Mr. Houston Roberts Salisbury Investments I, LLC 5320 Old Pineville Rd Charlotte, NC 28217 Subject: Issuance of NPDES Permit NC0004944 Edge Water Treating, LLC WWTP Rowan County Class WW-4 Dear Mr. Roberts: Division personnel have reviewed and approved your request to transfer ownership of the subject permit. This permit renewal is issued pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency dated. October 15, 2007 (or as subsequently amended). This final permit includes the following significant changes from the draft permit previously sent to Performance Fibers [the previous owner] on October 17, 2017. ➢ The owner name and facility name have been changed. ➢ The submission stormwater monitoring schedule has been updated [see Part I B. (4) (a), Table 2]. ➢ The due date for your firm to apply for a separate stormwater permit has been provided [see Part I B. (1) c)]. ➢ The BOD, TSS, and OCPSF parameter limits have been re -calculated based on the most recent production data. ➢ The Total Copper limits were added to the permit based on the results of the Reasonable Potential Analysis. ➢ The Nutrient Reopener for High Rock Lake Special Condition was added to the permit (Please see Special Condition A. (5.)). ➢ Proposed federal regulations require electronic submittal of all discharge monitoring reports (DMRs) and specify that, if a state does not establish a system to receive such submittals, then permittees must submit DMRs electronically to the Environmental Protection Agency (EPA). The Division anticipates that these regulations will be adopted and is beginning implementation. ➢ The instream monitoring requirements have been reinstated since the facility discontinued its membership in the Yadkin -Pee Dee River Basin Association. State of North Carolina I Environmental Quality I Water Resources 1617 Mail Service Center I Raleigh, NC 27699-1617 919 807 6300 919-807-6389 FAX https://deq.nc.gov/about/divisions/water-resources/water-resources-permits/wastewater-branch/npdes-wastewater-permits The requirement to begin reporting discharge monitoring data electronically using the NC DWR's Electronic Discharge Monitoring Report (eDMR) internet application has been added to the permit. (Please see Special Condition A. (4.)). The Division understands that you wish to receive wastewater from other customers and act as a centralized wastewater treatment facility. Once you have identified all the relevant waste streams, you must first obtain a modified NPDES permit from the Division prior to accepting or treating any new wastewaters. If any parts, measurement frequencies or sampling requirements contained in this permit are unacceptable to you, you have the right to an adjudicatory hearing upon written request within thirty (30) days following receipt of this letter. This request must be in the form of a written petition, conforming to Chapter 150B of the North Carolina General Statutes, and filed with the Office of Administrative Hearings (6714 Mail Service Center, Raleigh, North Carolina 27699-6714). Unless such demand is made, this decision shall be final and binding. Please note that this permit is not transferable except after notice to the Division. The Division may require modification or revocation and reissuance of the permit. This permit does not affect the legal requirements to obtain any other Federal, State, or Local governmental permit that may be required. If you have any questions concerning this permit, please contact Dr. Sergei Chernikov at telephone number (919) 807-6386, or via email [sergei.chernikov@ncdenr.gov]. Sincerely, da Culp terim Director, Division of Water Resources cc: Central Files NPDES files Mooresville Regional Office/Water Quality WSS/Aquatic Toxicology Unit (e-copy) e-copy: EPA Mooresville Regional Office Daniel Maiden [danielmaiden76@yahoo.com] Permit NC0004944 STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY DIVISION OF WATER RESOURCES PERMIT TO DISCHARGE WASTEWATER UNDER THE NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful standards and regulations promulgated . and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, Salisbury Investments I, LLC is hereby authorized to discharge wastewater and stormwater from a facility located at Edge Water Treating, LLC 7401 Statesville Blvd. Salisbury Rowan County to receiving waters designated as North Second Creek in the Yadkin -Pee Dee River Basin in accordance with effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III, and IV hereof. The permit shall become effective July 1, 2018. This permit and the authorization to discharge shall expire at midnight on November 30, 2022. Signed this day June 15, 2018 ,A.. & Culpepp In Director ion of Water Resources By Authority of the Environmental Management Commission Page 1 of 20 Permit NC0004944, SUPPLEMENT TO PERMIT COVER SHEET All previous NPDES Permits issued to this facility, whether for operation or discharge are hereby revoked, and as of this issuance, any previously issued permit bearing this number is no longer effective. Therefore, the exclusive authority to operate and discharge from this facility arises under the permit conditions, requirements, terms, and provisions included herein. Salisbury Investments I, LLC is hereby authorized to: 1. Continue to operate an existing Class WW-4 (2.305 MGD) activated -sludge wastewater treatment facility located at Edge Water Treating, LLC (7401 Statesville Blvd., Salisbury) in Rowan County. The treatment system referenced herein includes the following components: • Bar screen and grit removal; • Chlorine contact (sanitary wastes) • Two covered equalization tanks; • Three aeration basins (one out -of -service); • Anaerobic groundwater treatment unit (out -of -service); • Three secondary clarifiers (one out -of -service); • Three aerated polishing ponds; • Chemical additional facilities; • Aerobic digestion; • Sludge dewatering; and • Instrumented flow measurement. 2. Discharge from said treatment works through outfall 001 at the location specified on the attached map into North Second Creek, currently a class C water in the Yadkin -Pee Dee River Basin. 3. Continue to discharge stormwater associated with industrial activity through five outfalls (outfalls A, B, C, D, and 5) as shown on the attached map. Modifications to the stormwater conveyance system are authorized by this permit in accordance with documentation to be included in the facility's Stormwater Pollution Prevention Plan (construction activities must be authorized under NPDES General Permit NCG010000). Page 2 of 20 Permit NC0004944 Part I A. (1.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS [15A NCAC 02B.0400 et seq., 02B.0500 et seq.] Beginning on the effective date of this permit and lasting through the expiration date, the Permittee is authorized to discharge from Outfall 001. Such discharges shall be limited and monitored3 by the Permittee as specified below: PARAMETER [eDMR Code] EFFLUENT LIMITATIONS MONITORING REQUIREMENTS Monthly Average Daily Maximum Measurement Frequency Sample Type Sample Locations Flow [50050] 2.305 MGD Continuous Recording Effluent BOD5 [C0310] 60.0 pounds/day 149.0 pounds/day 3/Week Composite Effluent NH3 as N [C0610] 23.0 pounds/day 46.0 pounds/day Weekly _ Composite Effluent Total Suspended Solids [C0530] 96.0 pounds/day 294.0 pounds/day 3/Week Composite Effluent Fecal Coliform [31616] (geometric mean) 200/100 mL 400/100 mL Weekly Grab Effluent Dissolved Oxygen [00300] Daily Average > 5.0 mg/L 3/Week Grab Effluent Dissolved Oxygen [00300] Monitor and report (mg/L) See Note 1 Grab U,D Conductivity [00094] Monitor and report (pmho/cm) See Note 1 Grab U,D Temperature [00010] Monitor and report (°C) See Note 1 Grab U,D Total Copper [01042] 23.1 pg/L 27.3 pg/L Monthly Composite Effluent Total Mercury3 [COMER] Monitor and report (ng/L) Annually Grab Effluent pH [00400] > 6.0 and < 9.0 Standard Units 3/Week Grab Effluent Chronic Toxicity4 [TGP3B] Quarterly Composite Effluent 40 CFR 414 Subpart I See A. (2) Notes: 1. The permittee shall submit all discharge monitoring data electronically using the Division's eDMR system [see A. (4)1. 2. U: upstream at least 100 feet from the outfall. D: downstream approximately eight miles from the outfall or at Highway 601. Instream samples shall be collected three times per week during the months of June, July, August, and September and once per week during the remaining months of the year. 3. The facility shall use EPA method 1631E for all effluent Mercury analyses. 4. Chronic Toxicity (Ceriodaphnia) P/F @ 34% with sampling in February, May, August, November [see A. (3)1. Toxicity monitoring shall coincide with metals monitoring. THERE SHALL BE NO DISCHARGE OF FLOATING SOLIDS OR VISIBLE FOAM IN OTHER THAN TRACE AMOUNTS. ANALYTICAL DATA WHICH IS LESS THAN THE PRACTICAL QUANTITATION LEVEL SHALL BE REPORTED AS SUCH AND CONSIDERED ZERO FOR THE PURPOSES OF CALCULATING AVERAGES. Page 3 of 20 Permit NC0004944 A. (2.) Effluent Limitations and Monitoring Requirements- OCPSF parameters [15A NCAC 02B.0400 et seq., 02B.0500 et seq.] Beginning on the effective date of this permit and lasting through the expiration date, the Permittee shall comply with the effluent limitations and monitoring frequencies established below for Outfall 001. All OCPSF parameters shall be Grab samples collected Annually at the Effluent pARAgpv e Mi Code Acenaphthene - [34205] • EFFLUENT LIMIa pATIQj S: y�Aye�ag% 0.048 pounds/day Acenaphthylene - [34200] 0.048 pounds/day Acrylonitrile - [34215] 8.4 pg/L 0.129 pounds/day 0.129 pounds/day Anthracene - [CO220] 0.147 pg/L Benzene - [34030] 0.081 pounds/day Benzo(a)anthracene - [C0526] 1.04 pg/L 8.4 pg/L 0.147 pg/L 0.297 pounds/day 3,4-Benzofluoranthene - [C0531] 1.04 pg/L Benzo(k)fluoranthene - [CO242] 1.04 pg/L Benzo(a)pyrene - [CO247] 1.04 pg/L Bis(2-ethylhexyl) phthalate - [QD100] 0.225 pounds/day Carbon Tetrachloride - [32102] 0.039 pounds/day Chlorobenzene - [34301] 0.033 pounds/day Chloroethane - [85811] 0.227 pounds/day Chloroform - [32106] 0.046 1.04 pg/L 1.04 pg/L 1.04 pg/L 1.04 pg/L 0.610 pounds/day 0.083 pounds/day 0.061 pounds/day 0.586 pounds/day 2-Chlorophenol - [34586] 0.068 pounds/day 0.214 pounds/day Chrysene - [C0320] 1.038 pglL 1.038 pglL Di-n-butyl phthalate - [39110] 0.059 pounds/day 0.125 pounds/day 1,2-Dichlorobenzene - [34536] 0.168 pounds/day 0.356 pounds/day 1,3-Dichlorobenzene - [34566] 0.068 pounds/day 0.096 pounds/day 1,4-Dichlorobenzene - [34571] 0.033 pounds/day 0.061 poundslday 1,1-Dichloroethane - [34496] 0.048 pounds/day 0.129 pounds/day 1,2-Dichloroethane - [32103] 0.149 pounds/day 0.461 pounds/day 1,1-Dichloroethylene - [34501] 0.035 pounds/day 0.055 pounds/day 1,2-trans-Dichloroethylene - [34546] 0.046 pounds/day 0.118 pounds/day 2,4-Dichlorophenol - [34601] 0.085 pounds/day 0.245 pounds/day 1,2-Dichloropropane - [QD541] 0.334 pounds/day 0.503 pounds/day 1,3-Dichloropropylene - [77163] 0.063 pounds/day 0.096 pounds/day Diethyl phthalate - [34336] 0.177 pounds/day 0.444 pounds/day 2,4-Dimethylphenol - [34606] 0.039 pounds/day 0.079 pounds/day Dimethyl phthalate - [34341] 0.042 pounds/day 0.103 pounds/day 4,6-Dinitro-o-cresol - [34657] 0.170 pounds/day 0.605 pounds/day Page 4 of 20 Permit NC0004944 2,4-Dinitrophenol - [34616] 0.155 pounds/day 0.269 pounds/day 2,4-Dinitrotoluene - [34611] 0.247 pounds/day 0.623 pounds/day 2,6-Dinitrotoluene - [C0826] 23.8 Ng1L 23.8 pg/L Ethylbenzene - [34371] 0.070 pounds/day 0.236 pounds/day Fluoranthene - [C0376] 0.322 pg/L 0.322 pg/L Fluorene - [34381] 0.048 pounds/day 0.129 poundslday Hexachlorobenzene - [C0700] 0.01 Ng/L 0.01 pglL Hexachlorobutadiene - [39702] 0.044 pounds/day 0.107 pounds/day Hexachloroethane - [QD396] 0.046 pounds/day 0.118 poundslday Methyl Chloride - [34418] 0.188 pounds/day 0.415 pounds/day Methylene Chloride - [34423] 0.087 pounds/day 0.194 poundslday Naphthalene - [34696] 0.048 pounds/day 0.129 poundslday Nitrobenzene - [34447] 0.059 pounds/day 0.149 pounds/day 2-Nitrophenol - [34591] 0.090 pounds/day 0.151 pounds/day 4-Nitrophenol - [34646] 0.157 pounds/day 0.271 pounds/day Phenanthrene - [34461] 0.048 pounds/day 0.129 pounds/day Phenol - [34694] 0.033 pounds/day 0.057 pounds/day Pyrene - [34469] 0.055 pounds/day 0.146 pounds/day Tetrachloroethylene - [34475] 0.048 pounds/day 0.122 pounds/day Toluene - [34010] 0.057 pounds/day 0.175 pounds/day 1,2,4-Trichlorobenzene - [QD551] 0.149 pounds/day 0.306 pounds/day 1,1,1-Trichloroethane - [34506] 0.046 pounds/day 0.118 pounds/day 1,1,2-Trichloroethane-[34511] 0.046 pounds/day 0.118 poundslday Trichloroethylene - [39180] 0.046 pounds/day 0.118 pounds/day Vinyl Chloride - [39175] 0.227 pounds/day 0.586 pounds/day Total Chromium - [QD034] 2.425 pounds/day Total Chromium - [C0034] 146.5 pg/L Total Cyanide - [00720] 14.65 pg/L 57.3 pg/L Total Lead - [01051] 8.62 Ng1L 196.7 NglL Total Nickel - [01067] 109.1 pg/L 873.8 pg/L Total Zinc - [01092] • 2.294 pounds/day 5.703 pounds/day A. (3.) Chronic Toxicity Pass/Fail Limit (Quarterly) [15A NCAC 02B.0200 et seq.] The effluent discharge shall at no time exhibit observable inhibition of reproduction or significant mortality to Ceriodaphnia dubia at an effluent concentration of 34.0%. The permit holder shall perform at a minimum, quarterly monitoring using test procedures outlined in the "North Carolina Ceriodaphnia Chronic Effluent Bioassay Procedure," Revised December 2010, or subsequent versions or "North Carolina Phase II Chronic Whole Effluent Page 5 of 20 Permit NC0004944 Toxicity Test Procedure" (Revised- December 2010) or subsequent versions. The tests will be performed during the months of February, May, August, and November. These months signify the first month of each three-month toxicity testing quarter assigned to the facility. Effluent sampling for this testing must be obtained during representative effluent discharge and shall be performed at the NPDES permitted final effluent discharge below all treatment processes. If the test procedure performed as the first test of any single quarter results in a failure or ChV below the permit limit, then multiple -concentration testing shall be performed at a minimum, in each of the two following months as described in "North Carolina Phase II Chronic Whole Effluent Toxicity Test Procedure" (Revised -December 2010) or subsequent versions. All toxicity testing results required as part of this permit condition will be entered on the Effluent Discharge Monitoring Form (MR-1) for the months in which tests were performed, using the parameter code TGP3B for the pass/fail results and THP3B for the Chronic Value. Additionally, DWR Form AT-3 (original) is to be sent to the following address: Attention: North Carolina Division of Water Resources Water Sciences Section/Aquatic Toxicology Branch 1621 Mail Service Center Raleigh, NC 27699-1621 Completed Aquatic Toxicity Test Forms shall be filed with the Water Sciences Section no later than 30 days after the end of the reporting period for which the report is made. Test data shall be complete, accurate, include all supporting chemical/physical measurements and all concentration/response data, and be certified by laboratory supervisor and ORC or approved designate signature. Total residual chlorine of the effluent toxicity sample must be measured and reported if chlorine is employed for disinfection of the waste stream. Should there be no discharge of flow from the facility during a month in which toxicity monitoring is required, the permittee will complete the information located at the top of the aquatic toxicity (AT) test form indicating the facility name, permit number, pipe number, county, and the month/year of the report with the notation of "No Flow" in the comment area of the form. The report shall be submitted to the Water Sciences Section at the address cited above. Should the permittee fail to monitor during a month in which toxicity monitoring is required, monitoring will be required during the following month. Assessment of toxicity compliance is based on the toxicity testing quarter, which is the three month time interval that begins on the first day of the month in which toxicity testing is required by this permit and continues until the final day of the third month. Should any test data from this monitoring requirement or tests performed by the North Carolina Division of Water Resources indicate potential impacts to the receiving stream, this permit may be re -opened and modified to include alternate monitoring requirements or limits. NOTE: Failure to achieve test conditions as specified in the cited document, such as minimum control organism survival, minimum control organism reproduction, and Page 6 of 20 Permit NC0004944 appropriate environmental controls, shall constitute an invalid test and will require immediate follow-up testing to be completed no later than the last day of the month following the month of the initial monitoring. A. (4.) ELECTRONIC REPORTING OF MONITORING REPORTS [G.S. 143-215.1(b)] Federal regulations require electronic submittal of all discharge monitoring reports (DMRs) and program reports. The final NPDES Electronic Reporting Rule was adopted and became effective on December 21, 2015. NOTE: This special condition supplements or supersedes the following sections within Part II of this permit (Standard Conditions for NPDES Permits): • Section B. Signatory Requirements (11.) • Section D. (2.) Reporting • Section D. (6.) Records Retention • Section E. (5.) Monitoring Reports. 1. Reporting Requirements. 'Supersedes Section D. (2.) and Section E. (5.1 (all The permittee shall report discharge monitoring data electronically using the NC DWR's Electronic Discharge Monitoring Report (eDMR) internet application. Monitoring results obtained during the previous month(s) shall be summarized for each month and submitted electronically using eDMR. The eDMR system allows permitted facilities to enter monitoring data and submit DMRs electronically using the internet. Until such time that the state's eDMR application is compliant with EPA's Cross -Media Electronic Reporting Regulation (CROMERR), permittees will be required to submit all discharge monitoring data to the state electronically using eDMR and will be required to complete the eDMR submission by printing, signing, and submitting one signed original and a copy of the computer printed eDMR to the following address: NC DEQ / Division of Water Resources / Water Quality Permitting Section ATTENTION: Central Files 1617 Mail Service Center Raleigh, North Carolina 27699-1617 If a permittee is unable to use the eDMR system due to a demonstrated hardship or due to the facility being physically located in an area where less than 10 percent of the households have broadband access, then a temporary waiver from the NPDES electronic reporting requirements may be granted and discharge monitoring data may be submitted on paper DMR forms (MR 1, 1.1, 2, 3) or alternative forms approved by the Director. Duplicate signed copies shall be submitted to the mailing address above. See "How to Request a Waiver from Electronic Reporting" section below. Regardless of the submission method, the first DMR is due on the last day of the month following the issuance of the permit or in the case of a new facility, on the last day of the month following the commencement of discharge. Page 7 of 20 Permit NC3004944 . , Starting on December 21, 2020, the permittee must electronically report the following compliance monitoring data and reports, when applicable: • Sewer Overflow/Bypass Event Reports; • Pretreatment Program Annual Reports; and • Clean Water Act (CWA) Section 316(b) Annual Reports. The permittee may seek an electronic reporting waiver from the Division (see "How to Request a Waiver from Electronic Reporting" section below) . 2. Electronic Submissions In accordance with 40 CFR 122.41(1) (9), the permittee must identify the initial recipient at the time of each electronic submission. The permittee should use the EPA's website resources to identify the initial recipient for the electronic submission. Initial recipient of electronic NPDES information from NPDES-regulated facilities means the entity (EPA or the state authorized by EPA to implement the NPDES program) that is the designated entity for receiving electronic NPDES data [see 40 CFR 127.2(b)]. EPA plans to establish a website that will also link to the appropriate electronic reporting tool for each type of electronic submission and for each state. Instructions on how to access and use the appropriate electronic reporting tool will be available as well. Information on EPA's NPDES Electronic Reporting Rule is found at: https:/ /www.federalregister.gov/ documents / 2015 / 10 / 22 / 2015-249 54 / national- pollutant-discharge-elimination-system-npdes-electronic-reporting-rule Electronic submissions must start by the dates listed in the "Reporting Requirements" section above. 3. How to Request a Waiver from Electronic Reporting The permittee may seek a temporary electronic reporting waiver from the Division. To obtain an electronic reporting waiver, a permittee must first submit an electronic reporting waiver request to the Division. Requests for temporary electronic reporting waivers must be submitted in writing to the Division for written approval at least sixty (60) days prior to the date the facility would be required under this permit to begin submitting monitoring data and reports. The duration of a temporary waiver shall not exceed 5 years and shall thereupon expire. At such time, monitoring data and reports shall be submitted electronically to the Division unless the permittee re -applies for and is granted a new temporary electronic reporting waiver by the Division. Approved electronic reporting waivers are not transferrable. Only permittees with an approved reporting waiver request may submit monitoring data and reports on paper to the Division for the period that the approved reporting waiver request is effective. Information on eDMR and the application for a temporary electronic reporting waiver are found on the following web page: http: / /deq.nc.gov/about/divisions/water-resources/edmr Page 8 of 20 Permit NC0004944 4. Signatory Requirements [Supplements Section B. (11.) [b) and Supersedes Section B. (11.) (d)1 All eDMRs submitted to the permit issuing authority shall be signed by a person described in Part II, Section B. (11.) (a) or by a duly authorized representative of that person as described in Part II, Section B. (11.) (b). A person, and not a position, must be delegated signatory authority for eDMR reporting purposes. For eDMR submissions, the person signing and submitting the DMR must obtain an eDMR user account and login credentials to access the eDMR system. For more information on North Carolina's eDMR system, registering for eDMR and obtaining an eDMR user account, please visit the following web page: http://deq.nc.gov/about/divisions/water-resources/edmr Certification. Any person submitting an electronic DMR using the state's eDMR system shall make the following certification [40 CFR 122.221. NO OTHER STATEMENTS OF CERTIFICATION WILL BE ACCEPTED: "I certify, under penalty of law, that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the possibility of fines and imprisonment for knowing violations." 5. Records Retention [Supplements Section D. (6.11 The permittee shall retain records of all Discharge Monitoring Reports, including eDMR submissions. These records or copies shall be maintained for a period of at least 3 years from the date of the report. This period may be extended by request of the Director at any time [40 CFR 122.41]. A. (5.) NUTRIENT REOPENER for HIGH ROCK LAKE [G.S. 143-215.1(b)] This permit may be reopened and modified to implement nutrient requirements in accordance with any future TMDL and/or nutrient management strategy for High Rock Lake. Page 9 of 20 Permit NC00049444 Part I. Section B. 1. FINAL LIMITATIONS AND CONTROLS FOR STORMWATER DISCHARGES During the period beginning on the effective date of the permit and lasting until the facility begins coverage under an industrial stormwater permit, the permittee is authorized to discharge stormwater from outfalls A, B, C, D, and 5. Such discharges shall be controlled, limited and monitored as specified below. a) STORMWATER POLLUTION PREVENTION PLAN The permittee shall develop and continue to update a Stormwater Pollution Prevention Plan (SPPP), herein after referred to as the Plan. The Plan shall be considered public information and shall include, at a minimum, the following items: (1) Site Overview. The site overview shall provide a description of the physical facility and the potential pollutant sources which may be expected to contribute to contamination of stormwater discharges. The site plan shall contain the following. (a) A general location map (USGS quadrangle map or appropriately drafted equivalent map), showing the facility's location in relation to transportation routes and surface waters, the name of the receiving water(s) to which the stormwater outfall(s) discharges, or if the discharge is to a municipal separate storm sewer system, the name of the municipality and the ultimate receiving waters, and accurate latitude and longitude of the point(s) of discharge. The general location map (or alternatively the site map) shall identify whether each receiving water is impaired (on the state's 303(d) list of impaired waters) or is located in a watershed for which a TMDL has been established, and what the parameter(s) of concern are. A narrative description of storage practices, loading and unloading activities, outdoor process areas, dust or particulate generating or control processes, and waste disposal practices. A narrative description of the potential pollutants which could be expected to be present in the stormwater discharge from each outfall. (b) (c) A site map drawn to scale (including a distance legend and north arrow) showing. the site property boundary, the stormwater discharge outfalls, all on -site and adjacent surface waters and wetlands, industrial activity areas (including storage of materials, disposal areas, process areas, loading and unloading areas, and haul roads), site topography, all drainage features and structures, drainage areas for each outfall, direction of flow in each drainage area, industrial activities occurring in each drainage area, buildings, existing BMPs, and impervious surfaces. The site map must indicate the percentage of each drainage area that is impervious. (d) A list of significant spills or leaks of pollutants that have occurred at the facility during the three (3) previous years and any corrective actions taken to mitigate spill impacts. (e) Certification that the stormwater outfalls have been evaluated for the presence of non-stormwater discharges. The permittee shall re -certify annually that the stormwater outfalls have been evaluated for the presence of non-stormwater discharges. The certification statement will be signed in accordance with the requirements found in Part II, Standard Conditions, Section B, Paragraph 11. The permittee shall re -certify annually that the stormwater outfalls have been evaluated for the presence of non-stormwater discharges. (2) Stormwater Management Strategy. The stormwater management strategy shall contain a narrative description of the materials management practices employed which control or minimize the exposure of Page 10 of 20 Permit NC0004944 significant materials to stormwater, including structural and nonstructural measures. The stormwater management plan, at a minimum, shall incorporate the following. (a) Feasibility Study. A review of the technical and economic feasibility of changing the methods of operations and/or storage practices to eliminate or reduce exposure of materials and processes to stormwater. Wherever practical, the permittee shall prevent exposure of all storage areas, material handling operations, and manufacturing or fueling operations. In areas where elimination of exposure is not practical, the stormwater management plan shall document the feasibility of diverting the stormwater runoff away from areas of potential contamination. (b) Secondary Containment Requirements and Records. Secondary containment is required for. bulk storage of liquid materials; storage in any amount of Section 313 of Title III of the Superfund Amendments and Reauthorization Act (SARA) water priority chemicals; and storage in any amount of hazardous substances, in order to prevent leaks and spills from contaminating stormwater runoff. A table or summary of all such tanks and stored materials and their associated secondary containment areas shall be maintained. If the secondary containment devices are connected to stormwater conveyance systems, the connection shall be controlled by manually activated valves or other similar devices (which shall be secured dosed with a locking mechanism), and any stormwater that accumulates in the containment area shall be at a minimum visually observed for color, foam, outfall staining, visible sheens and dry weather flow, prior to release of the accumulated stormwater. Accumulated stormwater shall be released if found to be uncontaminated by any material. Records documenting the individual making the observation, the description of the accumulated stormwater, and the date and time of the release shall be kept for a period of five (5) years. For facilities subject to a federal oil Spill Prevention, Control, and Countermeasure Plan (SPCC), any portion of the SPCC Plan fully compliant with the requirements of this permit may be used to demonstrate compliance with.this permit. The Division may allow exceptions to secondary containment requirements for mobile refuelers, as with the exemption provided by amendments to federal SPCC regulations, as long as appropriate spill containment and/or diversionary structures or equipment is used to prevent discharge to surface waters. Exceptions do not apply to refuelers or other mobile tankage used primarily as bulk liquid material storage in a fixed location in place of stationary containers. (c) BMP Summary. A listing of site structural and non-structural Best Management Practices (BMP) shall be provided. The installation and implementation of BMPs shall be based on the assessment of the potential for sources to contribute significant quantities of pollutants to stormwater discharges and data collected through monitoring of stormwater discharges. The BMP Summary shall include a written record of the specific rationale for installation and implementation of the selected site BMPs. The BMP Summary shall be reviewed and updated annually. (3) Spill Prevention and Response Plan. The Spill Prevention and Response Plan (SPRP) shall incorporate an assessment of potential pollutant sources based on a materials inventory of the facility. Facility personnel (or the team) responsible for implementing the SPRP shall be identified in a written list incorporated into the SPRP and signed and dated by each individual acknowledging their responsibilities for the plan. A responsible person shall be on -site at all times during facility operations that have the potential to contaminate stormwater runoff through spills or exposure of materials associated with the facility operations. The SPRP must be site stormwater specific. Therefore, an oil Spill Prevention Control and Countermeasure plan (SPCC) may be a component of the SPRP, but may not be sufficient to completely address the stormwater aspects of the SPRP. The common elements of the SPCC with the SPRP may be incorporated by reference into the SPRP. (4) Preventative Maintenance and Good Housekeeping Program. A preventative maintenance and good housekeeping program shall be developed. The program shall list all stormwater control systems, stormwater discharge outfalls, all on -site and adjacent surface waters and wetlands, industrial activity areas (including material storage areas, material handling areas, disposal areas, process areas, loading and unloading areas, and haul roads), all drainage features and structures, and existing structural BMPs. The Page 11 of 20 Permit NC0004944 • (5) program shall establish schedules of inspections, maintenance, and housekeeping activities of stormwater control systems, as well as facility equipment, facility areas, and facility systems that present a potential for stormwater exposure or stormwater pollution. Inspection of material handling areas and regular cleaning schedules of these areas shall be incorporated into the program. Timely compliance with the established schedules for inspections, maintenance, and housekeeping shall be recorded in writing and maintained in the SPPP. Employee Training. Training programs shall be developed and training provided at a minimum on an annual basis for facility personnel with responsibilities for: spill response and cleanup, preventative maintenance activities, and for any of the facility's operations that have the potential to contaminate stormwater runoff. Facility personnel (or team) responsible for implementing the training shall be identified, and their annual training shall be documented by the signature of each employee trained. (6) Responsible Party. The Stormwater Pollution Prevention Plan shall identify a specific position(s) responsible for the overall coordination, development, implementation, and revision to the Plan. Responsibilities for all components of the Plan shall be documented and position assignments provided. (7) SPPP Amendment and Annual Update. The permittee shall amend the SPPP whenever there is a change in design, construction, operation, or maintenance which has a significant effect on the potential for the discharge of pollutants to surface waters. All aspects of the Stormwater Pollution Prevention Plan shall be reviewed and updated on an annual basis. The annual update shall include an updated list of significant spills or leaks of pollutants for the previous three (3) years, or the notation that no spills have occurred. The annual update shall include written re -certification that the stormwater outfalls have been evaluated for the presence of non-stormwater discharges. The annual update shall include a documented re-evaluation of the effectiveness of the BMPs listed in the BMP Summary of the Stormwater Management Strategy. The annual update shall also include a review and comparison of sample analytical data to benchmark values over the past year, including a discussion about Tiered Response status. The Director may notify the permittee when the Plan does not meet one or more of the minimum requirements of the permit. Within 30 days of such notice, the permittee shall submit a time schedule to the Director for modifying the Plan to meet minimum requirements. The permittee shall provide certification in writing (in accordance with Part II, Standard Conditions, Section B, Paragraph 11 to the Director that the changes have been made. (8) Facility Inspections. Inspections of the facility and all stormwater systems shall occur as part of the Preventative Maintenance and Good Housekeeping Program at a minimum on a semi-annual schedule, once during the first half of the year (January to June), and once during the second half (July to December), with at least 60 days separating inspection dates (unless performed more frequently than semi-annually). These facility inspections are different from, and in addition to, the stormwater discharge characteristic monitoring required in Section B. 1. b) (8) — Qualitative Monitoring below. (9) SPPP Implementation. The permittee shall implement the Plan. Implementation of the Plan shall include documentation of all monitoring, measurements, inspections, maintenance activities, and training provided to employees, including the log of the sampling data and of actions taken to implement BMPs associated with the industrial activities, including vehicle maintenance activities. Such documentation shall be kept on -site for a period of five years and made available to the Director or the Director's authorized representative immediately upon request. b) MINIMUM MONITORING AND REPORTING REQUIREMENTS (1) Analytical monitoring of stormwater discharges shall be performed as specified in Table 1. All samples shall be collected from a discharge resulting from a measureable storm event. The required Page 12 of 20 Permit NC0004944 monitoring will result in a minimum of six (6) analytical samplings being conducted over the term of the permit at each stormwater discharge outfall (SDO). A measurable storm event is a storm event that results in an actual discharge from the permitted site outfall. The previous measurable storm event must have been at least 72 hours prior. The 72-hour storm interval does not apply if the permittee is able to document that a shorter interval is representative for local storm events during the sampling period, and the permittee obtains approval from the local Regional Office Supervisor. (2) If the stormwater is controlled by a detention pond, and that pond discharges only in response to a storm event exceeding a 25-year, 24-hour storm, the pond shall be considered a non -discharging stormwater control system and not subject to NPDES requirements, unless the discharge causes a violation of water quality standards. (3) Stormwater samples analyzed in accordance with the terms of this permit shall be submitted on forms provided by the Director. The permittee must report the results . from all samples taken within the monitoring period as specified in the Standard Conditions of this permit, and as supplemented or superseded by electronic DMR reporting requirements in Part I, Section A(4.). For purposes of benchmark comparison and Tiered response actions, the permittee shall use the analytical results from the first sample with valid results within the monitoring period. (4) Specific monitoring requirements: (a) Monitoring in Table 1 applies to all of the stormwater discharges associated with industrial activity that discharge to the surface waters of the state. equirements Discharge Characteristics Units Measurement Frequency) Sample Type2 Sample Location3 Total Suspended Solids mg/L semi-annual Grab SDO Biological Oxygen Demand (BOD), 5- day, 20 0C mg/L semi-annual Grab SDO Non -polar Oil and Grease, by EPA Method 1664 (SGT-HEM) mg/L semi-annual Grab SDO Total Nitrogen (TN)4 mg/L semi-annual Grab SDO Total Phosphorus ('11')4 mg/L semi-annual Grab SDO pH standard semi-annual Grab SDO Total Rainfalls inches semi-annual Rain Gauge - Footnotes: 1 Measurement Frequency: Twice per year during a measureable storm event. 2 Grab samples shall be collected within the first 30 minutes of discharge. 3 Sample Location: Samples shall be collected at each stormwater discharge outfall (SDO) unless representative outfall status has been granted. 4 The permittee may discontinue monitoring for TN and TP after four (4) consecutive samples if all values are below the benchmarks in Table 4. 5 For each sampled measureable storm event the total precipitation must be recorded. An on -site rain gauge or local rain gauge reading must be recorded. Page 13 of 20 Permit NC0004944 . The permittee shall complete the analytical samplings in accordance with the schedule specified below in Table 2, unless adverse weather conditions prevent sample collection (see Adverse Weather in Stormwater Definitions). Sampling is not required outside of the facility's normal operating hours. A minimum of 60 days must separate Period 1 and Period 2 sample dates unless monthly monitoring has been instituted under a Tier Two response. Inability to sample because of adverse weather conditions must be documented in the SPPP and recorded on the DMR. Table 2. Monitorinj Schedule Monitoring periodl Sample Number Start . End Year 1— Period 1 1 July 1, 2018 December 31, 2018 Year 1— Period 2 2 January 1, 2019 June 30, 2019 Year 2 — Period 1 3 July 1, 2019 December 31, 2019 Year 2 — Period 2 4 January 1, 2020 June 30, 2020 Year 3 — Period 1 5 July 1, 2020 December 31, 2020 Year 3 — Period 2 and During Renewal Process2 6+ January 1, 2021 March 31, 2021 Footnotes: 1 If no discharge occurs during the sampling period, the permittee must record "No Flow" on a monitoring report within 30 days of the end of the sampling period and maintain this record in the SPPP. 2 Maintain semi-annual monitoring during permit renewal process. The applicant must continue semi-annual monitoring until the renewed permit is issued or a separate NPDES Stormwater Permit is issued. (b) Facilities which have any vehicle maintenance activity occurring on -site which uses more than 55 gallons of new motor oil per month when averaged over the calendar year shall perform analytical monitoring as specified below in Table 3. This monitoring shall be performed at all stormwater discharge outfalls which discharge stormwater runoff from vehide maintenance areas, in accordance with the schedule presented in Table 2. All analytical monitoring shall be performed during a measureable storm event. Table 3. Analytical Monitoring Requirements for On- Discharge Characteristics Units .e.... . vaiaViV 1ViN1116,.1j Measurement Frequency) Qllt.,u Sample Type2 Sample Location3 pH standard semi-annual Grab SDO Non -polar Oil and Grease, by EPA Method 1664 (SGT-HEM) mg/1 semi-annual Grab SDO Total Suspended Solids (TSS) mg/1 semi-annual Grab SDO Total Rainfall4 inches semi-annual Rain gauge - New Motor. Oil Usage gallons/month semi-annual Estimate - Footnotes: 1 Measurement Frequency: Twice per year during a measureable storm event, for each year until either another permit is issued for this facility or until this permit is revoked or rescinded. See Table 2 for schedule of monitoring periods through the end of this permitting cycle. 2 If the stormwater runoff is controlled by a stormwater detention pond a grab sample of the discharge from the pond shall be collected within the first 30 minutes of discharge from the pond. 3 Sample Location: Samples shall be collected at each stormwater discharge outfall (SDO) that discharges stormwater runoff from area(s) where vehide maintenance activities occur. Page 14 of 20 O Permit NC0004944 4 For each sampled measureable storm event the total precipitation must be recorded. An on -site or local rain gauge reading must be recorded. Monitoring results shall be compared to the benchmark values in Table 4. The benchmark values in Table 4 are not permit limits but should be used as guidelines for the permittee's SPPP. Exceedances of benchmark values require the permittee to increase monitoring, increase management actions, increase record keeping, and/or install stormwater Best Management Practices (BMPs), as provided in 3. below. (5) The permittee shall report the analytical results from each sample within the monitoring period. The permittee shall compare monitoring results to the benchmark values in Table 4. The benchmark values in Table 4 are not permit limits but should be used as guidelines for the permittee's Stormwater Pollution Prevention Plan (SPPP). Exceedances of benchmark values require the permittee to increase monitoring, increase management actions, increase record keeping, and/or install stormwater Best Management Practices (BMPs) in a tiered program. See the descriptions of Tier One and Tier Two. Table 4. Benchmark Values for Analytical Monitorin Discharge Characteristics Units Benchmark Total Suspended Solids (TSS) mg/L 100 Biological Oxygen Demand (BOD) mg/L 30 Non -polar Oil and Grease, by EPA Method 1664 (SGT-HEM) mg/L 15 Total Nitrogen mg/L 30 Total Phosphorus mg/L 2 pH standard 6 - 9 Tier One If: The first valid sampling results are above a benchmark value, or outside of the benchmark range, for any parameter at any outfall; Then: The permittee shall: 1. Conduct a stormwater management inspection of the facility within two weeks of receiving sampling results. 2. Identify and evaluate possible causes of the benchmark value exceedance. 3. Identify potential and select the specific: source controls, operational controls, or physical improvements to reduce concentrations of the parameters of concern, or to bring concentrations within the benchmark range. 4. Implement the selected actions within two months of the inspection. 5. Record each instance of a Tier One response in the Stormwater,Pollution Prevention Plan. Include the date and value of the benchmark exceedance, the inspection date, the personnel conducting the inspection, the selected actions, and the date the selected actions were implemented. Tier Two If: During the term of this permit, the first valid sampling results from two consecutive monitoring periods are above the benchmark values, or outside of the benchmark range, for any specific parameter at a specific discharge outfall; Page 15 of 20 Permit NC0004944 Then: The permittee shall: 1. Repeat all the required actions outlined above in Tier One. 2. Immediately institute monthly monitoring for all parameters at every outfall where a sampling result exceeded the benchmark value for two consecutive samples. Monthly (analytical and qualitative) monitoring shall continue until three consecutive sample results are below the benchmark values or within the benchmark range. 3. If no discharge occurs during the sampling period, the permittee is required to record "No Flow" on a monthly monitoring report to comply with reporting requirements. 4. Maintain a record of the Tier Two response in the Stormwater Pollution Prevention Plan. During the term of this permit, if the valid sampling results required for the permit monitoring periods exceed the benchmark value, or are outside the benchmark range, for any specific parameter at any specific outfall on four occasions, the permittee shall notify the DWR Regional Office Supervisor in writing within 30 days of receipt of the fourth analytical results. DWR may but is not limited to: • require that the permittee revise, increase, or decrease the monitoring frequency for the remainder of the permit; • require the permittee to install structural stormwater controls; • require the permittee to implement other stormwater control measures; or • require that the permittee implement site modifications to qualify for the No Exposure Exclusion. (6) If a facility is required to sample multiple stormwater discharge locations, the permittee may petition the Director to sample at a reduced number of outfalls. These outfalls would be granted "Representative Outfall Status" (ROS). DWR may grant Representative Outfall Status if discharges from a single outfall are representative of discharges from multiple outfalls. Approved ROS will reduce the number of outfalls where analytical sampling requirements apply. Qualitative observations shall be recorded for all outfall locations. (7) This site discharges to impaired waters experiencing problems with nutrient loading (High Rock Lake watershed). If a Total Maximum Daily Load (TMDL) is approved for this segment of North Second Creek or High Rock Lake, the permittee may be required to monitor for the pollutant(s) of concern in the future and submit results to the Division of Water Resources. The Division will consider the monitoring results in determining whether additional BMPs are needed to control the pollutant(s) of concern to the maximum extent practicable. If additional BMPs are needed to achieve the required level of control, the permittee will be required to (1) develop a strategy for implementing appropriate BMPs, and (2) submit a timetable for incorporation of those BMPs into the permitted Stormwater Pollution Prevention Plan. (8) Qualitative monitoring requires a visual inspection of each stormwater outfall regardless of representative outfall status and shall be performed as specified in Table 5, during the analytical monitoring event. [If analytical monitoring is not required, the permittee still must conduct semi-annual qualitative monitoring.] Qualitative monitoring is for the purpose of evaluating the effectiveness of the Stormwater Pollution Prevention Plan (SPPP) and assessing new sources of stormwater pollution. Table 5. Qualitative Stormwate Discharge Characteristics Frequency1 Monitoring Location2 Color semi-annual SDO Odor semi-annual SDO Page 16 of 20 Permit NC0004944 Clarity semi-annual SDO Floating Solids semi-annual SDO Suspended Solids semi-annual SDO Foam semiannual SDO _ Oil Sheen semi-annual SDO Erosion or deposition at the outfall semi-annual SDO Other obvious indicators of stormwater pollution semi-annual SDO Footnotes: 1 Measurement Frequency: Twice per year during a measureable storm event, for each year until either another permit is issued for this facility or until this permit is revoked or rescinded. The applicant must continue semi-annual monitoring until the renewed permit is issued or a separate NPDES Stormwater Permit is issued. See Table 2 for schedule of monitoring periods through the end of this permitting cycle. 2 Monitoring Location: Qualitative monitoring shall be performed at each stormwater discharge outfall (SDO) regardless of representative outfall status. In the event an atypical condition is -noted at a stormwater discharge outfall, the permittee shall document the suspected cause of the condition and any actions taken in response to the discovery. This documentation will be maintained with the SPPP. (9) The permittee shall record the required qualitative monitoring observations on the SDO Qualitative Monitoring Report form provided by the Division, and shall retain the completed forms on site. Visual monitoring results should not be submitted to the Division, except upon DWR's specific requirement to do so. c) REQUIREMENT TO APPLY FOR SEPARATE STORMWATER PERMIT The permittee is not authorized to discharge stormwater after the expiration date. In order to receive automatic authorization to discharge beyond the expiration date, the permittee shall submit forms and fees as are required by the agency authorized to issue permits no later than 180 days prior to the expiration date, unless permission for a later date has been granted by the Director. (The Director shall not grant permission for applications to be submitted later than the expiration date of the existing permit) [40 CFR 122.21(d)]. The permittee must apply separately to the North Carolina Division of Energy, Mineral, and Land Resources (DEMLR) Stormwater Program for a separate NPDES Stormwater Discharge Permit no later than June 3.2022. d) RECORDS RETENTION Along with the Stormwater Pollution Prevention Plan (SPPP), qualitative monitoring shall be documented and records maintained at the facility. Copies of analytical monitoring results shall also be maintained on -site. The permittee shall retain records of all monitoring information, including all calibration and maintenance records and all original strip chart recordings for continuous monitoring instrumentation, and copies of all reports required by this individual permit for a period of at least 5 years from the date of the sample, measurement, report or application. This period may be extended by request of the Director at any time. d) BYPASSING OF STORMWATER CONTROL FACILITIES Bypass is prohibited, and the Director may take enforcement action against a permittee for bypass unless: Page 17 of 20 Permit NC0004944 • (1) The bypass was unavoidable to prevent loss of life, personal injury or severe property damage; and (2) There were no feasible alternatives to the bypass, such as the use of auxiliary control facilities, retention of stormwater or maintenance during normal periods of equipment downtime or dry weather. This condition is not satisfied if adequate backup controls should have been installed in the exercise of reasonable engineering judgment to prevent a bypass which occurred during normal periods of equipment downtime or preventive maintenance; and (3) The permittee submitted notices as required under, Part III, Section C of this permit. If the Director determines that it will meet the three conditions listed above, the Director may approve an anticipated bypass after considering its adverse effects. e) Stormwater Definitions (1) Adverse Weather Adverse conditions are those that are dangerous or create inaccessibility for personnel, such as local flooding, high winds, or electrical storms, or situations that otherwise make sampling impractical. When adverse weather conditions prevent the collection of samples during the sample period, the permittee must take a substitute sample or perform a visual assessment during the next qualifying storm event. Documentation of an adverse event (with date, time and written narrative) and the rationale must be included with SPPP records. Adverse weather does not exempt the permittee from having to file a monitoring report in accordance with the sampling schedule. Adverse events and failures to monitor must also be explained and reported on the relevant DMR. (2) Best Management Practices (BMPs) Measures or practices used to reduce the amount of pollution entering surface waters. BMPs may take the form of a process, activity, or physical structure. More information on BMPs can be found at: http: / /www. epa.gov/npdes /national-menu-best-managemen t-practices-bmps-stormwater#edu. (3) Bulk Storage of Liquid Products Liquid raw materials, manufactured products, waste materials or by-products with a single above ground storage container having a capacity of greater than 660 gallons or with multiple above ground storage containers having a total storage capacity of greater than 1,320 gallons. (4) Municipal Separate Storm Sewer System (MS4) A stormwater collection system within an incorporated area of local self-government such as a city or town. (5) No Exposure A condition of no exposure means that all industrial materials and activities are protected by a storm resistant shelter or acceptable storage containers to prevent exposure to rain, snow, snowmelt, or runoff. Industrial materials or activities indude, but are not limited to, material handling equipment or activities, industrial machinery, raw materials, intermediate products, by-products, final products, or waste products. DWR may grant a No Exposure Exclusion from NPDES Stormwater Permitting requirements only if a facility complies with the terms and conditions described in 40 CFR §122.26(g) (6) Measureable Storm Event A storm event that results in an actual discharge from the permitted site outfall. The previous measurable storm event must have been at least 72 hours prior. The 72-hour storm interval may not apply if the permittee is able to document that a shorter interval is representative for local storm events during the sampling period, and obtains approval from the local Regional Office Supervisor in writing. (7) Point Source Discharge of Stormwater Page 18 of 20 Permit NC0004944 Any discernible, confined and discrete conveyance, including but specifically not limited to, any pipe, ditch, channel, tunnel, conduit, well, discrete fissure, container, rolling stock, or concentrated animal feeding operation from which pollutants are or may be discharged via stormwater to waters of the state. (8) Representative Outfall Status When it is established that the discharge of stormwater runoff from a single outfall is representative of the discharges at multiple outfalls, the DWR may grant representative outfall status. Representative outfall status allows the permittee to perform analytical monitoring at a reduced number of outfalls. (9) Secondary Containment Spill containment for the contents of the single largest tank within the containment structure plus sufficient freeboard to allow for the 25-year, 24-hour storm event. (10) Section 313 Water Priority Chemical A chemical or chemical category which: (a) (b) (c) Is listed in 40 CFR 372.65 pursuant to Section 313 of Title III of the Superfund Amendments and Reauthorization Act (SARA) of 1986, also tided the Emergency Planning and Community Right -to - Know Act of 1986; Is present at or above threshold levels at a facility subject to SARA title III, Section 313 reporting requirements; and That meets at least one of the following criteria: (i) (ii) (�) Is listed in appendix D of 40 CFR part 122 on either Table II (organic priority pollutants), Table III (certain metals, cyanides, and phenols) or Table IV (certain toxic pollutants and hazardous substances); Is listed as a hazardous substance pursuant to section 311(b) (2) (A) of the CWA at 40 CFR 116.4; or Is a pollutant for which EPA has published acute or chronic water quality criteria. (11) Significant Materials Includes, but is not limited to: raw materials; fuels; materials such as solvents, detergents, and plastic pellets; finished materials such as metallic products; raw materials used in food processing or production; hazardous substances designated under section 101(14) of CERCLA; any chemical the facility is required to report pursuant to section 313 of Title III of SARA; fertilizers; pesticides; and waste products such as ashes, slag and sludge that have the potential to be released with stormwater discharges. (12) Significant Spills Includes, but is not limited to: releases of oil or hazardous substances in excess of reportable quantities under section 311 of the Clean Water Act (Ref: 40 CFR 110.10 and CFR 117.21) or section 102 of CERCLA (Ref: 40 CFR 302.4). (13) Stormwater Associated with Industrial Activity The discharge from any point source which is used for collecting and conveying stormwater and which is directly related to manufacturing, processing or raw material storage areas at an industrial site. Facilities considered to be engaged in "industrial activities" include those activities defined in 40 CFR 122.26(b)(14). The term does not include discharges from facilities or activities excluded from the NPDES program. (14) Stormwater Discharge Outfall (SDO) The point of departure of stormwater from a discernible, confined, or discrete conveyance, including but not limited to, storm sewer pipes, drainage ditches, channels, spillways, or channelized collection areas, from which stormwater flows directly or indirectly into waters of the State of North Carolina. Page 19 of 20 Permit NC0004944 (15) Stormwater Runoff The flow of water which results from precipitation and which occurs immediately following rainfall or as a result of snowmelt. (16) Total Flow The flow corresponding to the time period over which the sample collection occurs. The total flow calculated based on the size of the area draining to the outfall, the amount of the built -upon (impervious) surfaces within the drainage area, and the total amount of rainfall occurring during the sampling period. (17) Total Maximum Daily Load (TMDL) TMDLs are written plans for attaining and maintaining water quality standards, in all seasons, for a specific water body and pollutant. (A list of approved TMDLs for the state of North Carolina can be found at http://deq.nc.gov/about/divisionslwater-resources/planning/modeling-assessment/tmdls. (18) Vehicle Maintenance Activity Vehicle rehabilitation, mechanical repairs, painting, fueling, lubrication, vehicle leaning operations, or airport deicing operations. (19) Visible Sedimentation Solid particulate matter, both mineral and organic, that has been or is being transported by water, air, gravity, or ice from its site of origin which can be seen with the unaided eye. (20) 25-year, 24 hour storm event The maximum 24-hour precipitation event expected to be equaled or exceeded, on the average, once in 25 years. Page 20 of 20 SW Outfall D Edge Water Treating, LLC - NC0004944 USGS Quad Name: Salisbury Receiving Stream: North Second Creek Stream Class: C Subbasin: Yadkin - 030706 Lat.: 35°42'40" Long.: 80°36'10" \'` f/ Facility Location • Not to SCALE See Addendum This instrument was prepared by: Henry O. Boenning, Esquire Archer & Greiner A Professional Corporation One Centennial Square Haddonfield, NJ 08033 After recording return to: IArk. PQirnee Thca?al P D i)_ 1300 F 4e, 3Q C. Ae 8 Parte ) u' ben 331* Obi, 1a3 Oar, Sal 01q; ITO 0oa, Obt, SD o30 Excise Tax: $ 5,1004.00 Type: CONSOLIDATED REAL PROPERTY Recorded: 4/6/2018 12:28:28 PM Fee Amt: $5,662.00 Page 1 of 24 - Revenue Tax: $5,600.00 Rowan, NC J. E. Brindle Register of Deeds BK 1307 PG 44 The above space reserved for Recorder's use only. Dt tti'noluenv' +04,Ye3, i 4ant, ,4o be pod bj The Gas trio) Ot}iornej 40-Mc Courviy -how Co%kc.{vr upon dt� bun amen+ 04. c4:6 in prt eels SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED is made as of the Gth day of April , 2018, by and between David W. Carickhoff, solely as chapter 7 trustee of the BANKRUPTCY ESTATES OF DURAFIBER TECHNOLOGIES (DFT) INC., ET AL (including but not limited to DuraFiber Technologies (DFT) Operations, LLC, a Delaware limited liability company (f/k/a Performance Fibers Operations, LLC) ("Grantor"), and SALISBURY INVESTMENTS I, LLC, a North Carolina limited liability company ("Grantee"), whose mailing address is 5320 Old Pineville Road, Charlotte, North Carolina 28217. WITNESSETI I, that Grantor, for and in consideration of the sum of Ten and No/100 Dollars in hand paid by Grantee, the receipt whereof is hereby acknowledged, by these presents does GRANT, BARGAIN, SELL, REMISE, RELEASE AND CONVEY unto Grantee, and to its successors and assigns, FOREVER, the following described real estate, situated in the County of Rowan and State of North Carolina known and described as follows, to wit: See Exhibit "A" attached hereto and made a part hereof This conveyance is made pursuant to that certain Sale Order, attached hereto as Exhibit "B", dated March 5, 2018, by the Honorable Christopher S. Sontchi, in connection with Case No. 17-12143 under chapter 7 of the Unitcd States Bankruptcy Codc, 11 U.S.C. §§ 101, et seq., in the United States Bankruptcy Court for the District of Delaware, with respect to which case the Trustee was appointed as chapter 7 trustee on October 11, 2017, pursuant to section 701(a) of the Bankruptcy Code. Submitted electronically by "Wyatt Carly Harris Wheeler LLP" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Rowan County Register of Deeds. 3ook: 1307 Wage: 44 Page 1 of 24 Together with all of Grantor's right, title and interest in the improvements, hereditaments, easements and appurtenances thereunto belonging, or in anyway appertaining, and the reversion and reversions, remainder and remainders, rents, issucs and profits thereof, and all the estate, right, title, interest, claim or demand whatsoever, either in law or equity of, in and to the above described premises, with the improvements, hereditaments, easements and appurtenances (collectively, the "Property"): TO IIAVE AND TO HOLD the Property, unto Grantee, its successors and assigns forever. And Grantor, for itself, and its successors, does covenant, promise and agree, to and with Grantee, its successors and assigns, that it has not done or suffered to be done, anything whereby the said premises hereby granted are, or may be, in any manner encumbered or charged, and WILL WARRANT AND DEFEND solely against all persons lawfully claiming or to claim the same, by through or under it, and not otherwise. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] 2 3ook: 1307 Wage: 44 Page 2 of 24 IN WITNESS WHEREOF, Grantor has caused this instrument to be signed as of the day and year first above written. BANKRUPTCY ESTATES OF DURAFIBER TECHNOLOGIES (DFT) INC., ET AL (including but not limited to DuraFiber Technologies (DFT) Operations, LLC, a Delaware limited liability company (f/k/a Performance Fibers Operations, LLC) Bv' David W. Cari chaptcr 7 trust Send subsequent tax bills to: Attention: Houston Roberts Salisbury Investments I, LLC 5320 Old Pineville Road Charlotte, NC 28217 STATE OF TOGIAA-Vire--- :ss. COUNTY OF I1ISzt: lyas BE IT REMEMBERED that on this L414`day of , 2018, before me, the subscriber, the undersigned authority, personally appeared, avid W. Carickhoff, solely as chapter 7 trustee of the BANKRUPTCY ESTATES OF DURAFIBER TECHNOLOGIES (DFT) INC., ET AL (including but not limited to DuraFiber Technologies (DFT) Operations, LLC, a Delaware limited liability company (Vida Performance Fibers Operations, LLC), and I am satisfied that he is the person who signed the within instnumcnt, as chapter 7 trustee, and he acknowledged that he signed and delivered the same as aforesaid, and that the within instrument is the voluntary act and deed of David W. Carickhoff, solely as chapter 7 trustee of the BANKRUPTCY ESTATES OF DURAFIBER TECHNOLOGIES (DFT) INC., ET AL (including but not limited to DuraFiber Technologies (DFT) Operations, LLC, a Delaware limited liability company (f/k/a Performance Fibers Operations. LLC). Witness my hand and seal. S. ALEXANDER FARIS, ESQ. ATTORNEY AT- AW Notary Public State of Delaware Pursuant to 29 DeI.C.§4323(a)(3) Commission Has No Expiration Date 214205062v1 3 NotPublic Printed Name: S. ((IS My Commission Expires: V"fA- 3ook: 1307 page: 44 Page 3 of 24 Exhibit "A" Lying and being situate in Rowan County, North Carolina, and being more particularly described as follows: PARCEL 1: BEGINNING at a point in the :centerline of the Western Carolina Railroad and the northern.odge.of the pavement of US Highway 70 (said point bcing.S 76-45 W 1,259A fat from a point at the intcriection or the centerline of Highway 801. and the Northern edge of tho pavement of US HigltwoY70); thci+oa with. the centerline' of. thc Weatem. North Caivllna -Railroad, . N 70-27 W ' 176,5 foot to a point Inshe centerline of said ratted; thence S 5-58 W.'cioulfm new Highway -70 and partially *lathe tine of L.A. Hilderbrand (now or formerly) and partially with .the Western.stdo:of Hildetbrand Road 1,099 foes to as iron pipe In 1111de:brand Road, LA. llflderbread's comer (now or. formerly); thence with .the line of LA. Hlldetbrank (now or fornitxly) .end *T:1I. Hildetbrand. (now or fomtucrly), S 87.17 0.912.2 fret to a concrete • monument, T.H. H11derbnand's coma (now or formerly) on the South side of a farm road; (hence throe Ilnea with T.II. Ilfderbra» d (now or formerly) as follows: (I)S 2-44 2 3,303 feet to a concrete monurnent,.(2) S 64-41 t 363 feet to a oonada monument, and (3) S 86-33 B. posing: ova a concrete monument at 3,090 feet, a total distance of 3,130 foot, mans or. ton point in ilia acnterlirin. of Second Creek; thence with the canieritne of Second Creek. in a Northeasterly direction 1,703 feet, atom or las: to a point In the orate. of Second C e.ek. Powles' corner ( slow or fortncrly); thaate two lines with Powiru (ctow•or formerly) as --follows: (1)•N 31.54-W, passing over a concrtna:Monument at a distance of 40 feet, a total distance of 2,173.6 foe, more or less, Id a-concneto mecumcnt. and (2) N: 38.54E 39946rfeet to o,pob% In the centezlinc of the Western North Carolina Railroad; chance with the cattail= of the Western North Cnsollna Rdhoart N 82.24 W.160.6 feet to a• potat.iu tho.00nta of Said. Railroad;. thence N l3•Sti .W. 345.1 'feet to a oanaate ntmu t; that x throe liars with William 0. Graham (now or forateriy): as follows:. (1) . N 30-03 W 900 feet to an eight Inch walnut true on rho Eastern beak Of brendt,: (2) N 10- 30 W (65.8 feet to. n tan hut cedar tro, and (3) N 9-09 13 351 feet to a remade monument in tbo tight of way of New US Highway 70, William 0. 0raham's corner (now a formerly); thence crossing new US Highway 70 N 51-43 B 198.8 feet to a concrete mon&uoent.in R.M. Wright: line (now or formerly); thence with the line of R.M. Wdgbu (now or rortnerty) and M.D. Wright: (now or fnnnonly), N 88-42 W 3273, feet to a conct to sricrtumeni; M.O. Wrlghts (nnw or formerly) and O. Wrighti (now .or fomierty) coma;.thence with O.A. Wriglrts Itue (oow.or. formaly),.H 89.29 W 210.5 fat - to'a oanrxetc monument, 0.A. Wrighu'corner (cow or formerly) in P.ii..SauortvWte's .line (now or formerly); thence with P.H. Satterwhite'stlirso (ntitr.:or formerly). S 2-13 W 743 feet to an Irorrplpe In the Northam margin of.tho.d8ht, of way of US Highway 70: thence two. lints With the Northern Margin- of the right of.:way of US Highway 70 as follows: (1). S 79.38. W 207.5 .foot, and (2) 5.76 49.W 638 fcet to a -stake; P.H. Scnerwhke's reciter. (now cr fomatrty); ibcooc with Sauecwlsite's line (now or foeataly), S 5.53 W crossing new US Illshway. 70.1,193.4'feet to a point is the ceritetllnc of the Western North Carolinrt Railroad; thence with the cauerllno of the. Wcate n -Nord Carolbsa Railroad and Sstlerwhito's line (now or formally). N .70-27. W 2,015.5 foot to the BEOINNfN0, containing 389.79. acres u sbown.on plat of survey by Hudson cued Almond dated January.1964. 3ook: 1307 ''age: 44 Page 4 of 24 t Chicago Title Insurance Company ALTA Commitment for Title Insurance Commitment Number: 18-04275CH PARCEL 2: 13EGINNiNQ. at a point In the o xtterline of the Western North Carolina Railroad, said point being an the Railroad Bridge and over the canter" of Second Creek, and runs 'halo: seven lines with the centerline of Second Creek es followe::(.1) S 2549 W 339.6 feet, (2) 'S 4746 W 302.4 feet, (3) S 54-48 W 375 feet, (4) S65-14 W 3.76.6 feet, (S) S 53.00 W 106.4 feet, (6) 3 41.33•.W 316.7 feet, and (7) 3 40-50 W296.3 feet to ti point in the center line of Second Creek, corner of olio property of Fiber ladtutriess; Inc. (stow ar fartaerly) t enee two lines with Fiber lndu*trles, ine..(now,or forrntrly)toa follows: (I):N 3l-54 W, passingover a_ concrete inonwnent at 40 fed, a toted distance of 2,173.6 fesot. to a, concrete monument, end C2) N 38,54 E 399.6 feet to'i spike in the centerline of the Western Nonb Carolina Rallraed:.thencc with the oeaserllne of the:We:stetu North Carolina Railroad. S 87.24 B'1,067.fees its a railroad spike, the point of wnrature, Wenco=ntbibing with the Western North Carolina Rallroad.with a curve to: the right of rho following throe dtords: (I) S 80-56 E 200 feet, (2) S 76:E200 feet, and (3)8 64-20 E 389.2 feet to rho point of tangency la the centerline of the Western North Carolina Railroad; thcaov continuing with the centerline of said Reiiroad,. 3 5748 .2 302.6 feet to the BEO1NNINQ, containing 70.04 acres. 3ook: 1307 image: 44 Page 5 of 24 Chicago Title insurance Company ALTA Commitment for Title Insurance Commitment Number: 18-04275CH PARCEL 3: BEGINNING at an existing ion pipe In the Western margin of the 60 foot right of way of the Lynn Road cul-do-sao oom uon front comer of Lota 2Band 21, and running thence with the common Ilea of Lou 20 and 21 two Wits ai f'llowsi (1) S 63.53.07 W 302.86 feet.to on existing.icon.pipe, and (2) N 72-32-S3 W 66.34 feet to a new Iron pipe In ►ho Southeastern margin of lbc Duko Power Company transmission line cascntont recorded la Deed Book 545, Page 106 In the Rowan County. Registry; Usenoc n new lino with said nuugria Of the easeaienr, S 32-5643 W 246.22 fed to a new irons pipa,.canu on comer of ihctssoa L Bdadlla (now, or formerly) and Margaret L Rogers (sow or fo mer1y); thence with rho lino of Margaret L. Rogers (now or formerly), N 69.26.54 W (pastng sycainoro 20 mete htdiantcter at 427A4 feet) a total distance of 456.52 feet to a point In this oontcrtino of Second.Creek; thence, six lines. with the centerline' of Second Creek as. follows: (1) N 10-48.14 B 214.04 feet to a plot. (2) N 10-29.46E 114.60 feet tn.e• point, (3) N 28.50-20 B 318.37 feet to o point, (4) N 11758706 13 135.68 feet to a polm,.(5)'N 10.28.43 E (passing a pours at 75.30 feet) a total distaasce of 180.89 feel to u patat; and (6) N 24-55-13 N 520.46 feet to a point, confer of Ifs M. Dobbins (now or formerly); theme.3eveoiind•wittt tho.oid chant* of aoorind Creek os:follow:F.(1) S 73.28.30 B (parsing a point at 30 feet), a total dietaa;re of 89 feet to in existing iron pipe,.(2) S 87- 45-30 E 180.43 foei'to nn•entlsting iron pipe; (3) S 80.17,09E 121.09 feet l0 an exilUng irort pipe, (4) N { 1411-42 li•70.94 (CO ro an atlsting iron pipe, (5) N 41.340013 236.86 fed to on existing Iron pipe, (6) N 65.4214 E 159.66 fees to 860.11141g lroa pipe; aid (7) N 43.05-41 E.147.85 feet to en existing iron pipe; a aosnec of Dobbin cad the Mntnzoa rear armor of Lou34.and 35; theme whittle common Hand Lots 34 and 33, S 31420- 23 • 13 273.83 feet to a ,sow .lean' pipe in the Soulheasteem .1113441 of the Duke Power Coaspa ny: uaosmissloii line casement recorded in Dad nook 343, Pngo 106[Mho Rowan Country Registry; thence a'new Me with said margin of .11ta Casement S 32.56-03 1V 1,368A5 feel to a now Iron pipe in the common Zinc of Lou 21 and 22; thcaac with the common lino of Lots 21 and 22, S 47-29.22 B 198.35 fat to at existing hvn,pipe In the Western maatgin of this right of Way of the Lynn Road asl.do-da .and thence with maid right of way, nutrgin along a ogre to the 1eR, tho radius oi.wbldt is SO Lett (and rho chord of which 1s S 07 :21.44 W'S5.86 fat); annul d1Asnoe Of 59.27'feet to this BE GWNINO, containing 28,.258 acres, and belated! of Lot 21 end parts of Lots 20; 22, 23, 32,33 and 34 of Spruig W11s Subdlvlsicn as shown la the Book of Mops at pangs 1663 and 1665 in the Rowan County Registry, caul ss shown on.pint of survey by Schirlaabwgar Surveying Company dated April 12;01989. 3ook: 1207 Wage: 44 Page 6 of 24 Chicago Title insurance Company ALTA Commitment for Title Insurance Commitment Number: 18-04275CH PARCEL 4: DI3G1NNWQ at an existing item in the Nonhwestem margin of the tight of way of the eu1•dosae ()Myna Roed,'ootnmon front comer of Lou 21 and •22; and running thence with the common line of Lots 21 cold 22, N 47.29.22 W198.26 fat to as existing Iron in the Southwestern margin of tho 200 front right of way'of Duke Power Company, coma: of'Hoechst-Celnooso, Iuc: (now or• formerly, dead tlook 646, Page.765); therm with.said right of way margin and the line of Hoe -list -Celanese, Inc. (now or formerly), N 3246. 03 8'254.96 feet.to a new Iron in the line of Lot 23; thence two Titles with the coitunon . lino of Lots 22 and 23 as follows: (1) S 32.47.-0211164.01 feu to an existing Iron, and (2) S `104).41 W '197.42 feet to an existing iron in the Northern margin of. tho.right of way of the cul-de-sac of Lynn Road; rind thence with said right of way •margin along a curio to the IeR, the radius of which is 50 feet (and the chord of.whItit is S 71•16.02 ,W 49.04 fodt),.an arc distance of 51.26 feet to the BEGINNING, containing 1,007 aeons; and being part of Lot 22 of Spring Hills Subdivision ni shown in Book of Mops et page 1663 . In the Rowan County Registry and as shown on plat of awvoy by Shulenburgcr Survtying Company dated September 28, 1992. PARCEL 6; -BEGINNING at.a point at the lnterscction of the eeutcriiaes of the 01d US Highway 70 and Highway 801, and runs thenoo with dos ccctcrlinn of Highway 801, S • 22.16- W • •1,674.2 foot to a_ point at tho intersection of rho centerline of. Highway .801 end rise Notthcm edge of the paveirncat of new US Highway 10; thmoe with dte Northern edge of the pavement' of now US Highway 10, S TG-4S W 1,2.59.4 feet to: a point at tiro Intersection sof.the =Medina of the -Western North Carolina Railroad and tho Nortltc n edge of tho pavement of new US }tighwoy 70; thence with tits centerline of the Western Nottb Carolina Railroad, S 70.27.E 2,015.5 feat toe point in the canter of said railroad, corner of tha property ot" OA. Wdgbts (now or formerly); thenoo with O.A. Wdghts' lino (now or formerly); N 5-53 L, crossing US Highway 70,.1.193.4 foot tc O:A:.Wrigtite oetacc.(oow,w fomtedy) is *Northern margin of the Ott of way of US Highway.70; • thence: two .1tnes wtth.the Nosthem' Margin of US. H1sway 70 and with WtigftIs! line (nower formerly) as follows: (1) N 76-49 E 638 fed an6(2) N .79.38 8207.5 feet to an iron pipe, Wdghts' cornet; (row or formerly) In the Nosdierrt taargin of US Highway 70 thence whit: Wdghts' Hite (now or forinedy); N 2-13 8.603.1 fat to o'polet in the centerttne of Old US Highway 70; thence with the centerline of Old US Highway 70, N. 61.52 W 1,145.7 feet to the BEGINNING. containing 58.88 acres, mato of leas; LESS AND EXCEPT that portion of tie 'above described property convoyed to O.A. Wdghu in Deed Stook 485, Page 161 In rho Rowan Cotmy Registry sad, to Tbo City of Salisbury to Book 753, Page 2 in the Rowan County Registry. 3ook: 1307 Wage: 44 Page 7 of 24 Chicago Title Insurance Company ALTA Commitment for Title insurance Commitment Number: 18.04276CH PARCEL 6: BEGINNING at an Iron pipe, the common cones of Lots 39 and 40 in tho Northern margin of Wiluhtro Place, said point being 112.74 fort in a Nurthwesterty direction from.. the Northwestern comer of tho lntcrsection.of Wiltshire Pion and Brookside Drives and Hunting thence with the Nonhena mnrgin of *Wiltshire • Place, a curved lire in e Natthwcstcriy direction 109 Fat to the canunon carter of Lots 40 and 41. in the margin of. Wiltshire Pluto; thence with the lino of Lot 41, North 13 deg. 20 inin: L•ait 147.8 feet to ¢n Iron; pipe. tho rear common corner of Lots 41 ottd 40; thence South 12 deg. 00 ruin. Eau 12.2 foetto an iron pipe, the rcareoncnoa oortier-of Lola 39 arid 40; thence with the Uua of Lot 39, South•19 deg. 41min. West 137 fact to the B13OINNINO and being Lot 40 . tas shown on Map of pant of Milford Hills by Hudson and Ahnond dated May, 1959 end August, 1959. Less and Except: Property conveyed to the Devamtuat of.Tnuuportation by deeds recorded et Book 1046, Page 634 and Book 1029, Page 991. Rowan County Registry. END OF SCHEDULE A 3ook: 1207 'age: 44 Page 8 of 24 Exhibit "B" IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE 1 ✓ \Ni) c t„ 0 .J V U gg az za am tri In re: DURAFIBER TECHNOLOGIES (DFT) INC., et al., Debtors. Chapter 7 Case No. 17-12143 (CSS) (Jointly Administered) Re: Dkt. No. 160 & 183 i.).a ORDER PURSUANT TO 11 U.S.C. §§ 105(a), 363, AND 365 AND FEDERAL RULES OF BANKRUPTCY PROCEDURE 2002, 6004, 6006 AND 9014 (I) APPROVING THE SALE OF THE DEBTORS' ASSETS RELATED TO THE SALISBURY FACILITY; (II) APPROVING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES; (III) AUTHORIZING CONSUMMATION OF A SALE TRANSACTION; AND (IV) GRANTING RELATED RELIEF Upon the Motion (the "Motion") of David W. Carickhoff, the chapter 7 trustee (the "Trustee") of the bankruptcy estates (the "states") of the above -captioned debtors (collectively, the "Debtors"), for Entry of an Order Pursuant To 11 U.S.C. §§ 105(a), 363, and 365 and Federal Rules of Bankruptcy Procedure 2002, 6004, 6006 and 9014 (I) Approving the Sale of the Debtors' Assets Related to the Salisbury Facility; (I1) Approving the Assumption and Assignment of Executory Contracts and Unexpired Leases; (III) Authorizing Consummation of the Sale Transaction; And (IV) Granting Related Relief; and a hearing having been held on March 5, 2018 (the "Sale Hearing") to consider approval of the sale of the Purchased Assets to the Buyer (as well as the transfer, assumption and assignment of the Assigned Contracts to the Buyer) pursuant to the terms and conditions of the Asset Purchase Agreement (as subsequently The debtors In these cases, along with the last four digits of the federal tax identification number for each of the debtors, where applicable arc: DunsFiber Technologies (DFT) Inc. (4B79); DuraFiber Technologies (DFT) Enterprises, LLC (7294); DuraFiber Technologies (DFT) Group, Inc. (6892); DuraFibcr Technologies (DF'1) Holdings U. LLC (4643); DuraFtber Technologies (DFT) Mexico Services Intermediate 11 Corp. (6157); DuraFiber Technologies (DFT) Operations, LLC (1514); DuraFiber Technologies (UFr) Scottsboro. Inc. (4659); DumFibar 'Technologies (DFT) Winfield, Inc. (9148); Ina Fibers Holding. LLC (2889); DSE Hulding Corp. (3031); DuraFiber Technologies (DFT) Mexico Services Intermediate 1 Corp. (3900); OFT Durafnber Technologies Holdings. Inc. (5953). NY: 995292.2 3ook: 1207 7'age: 44 Page 9 of 24 amended or modified, the "Purchase Agreement")2 by and between the Trustee and Salisbury Investments I, LLC (the " $uyer"); and adequate and sufficient notice of the Motion, and the Purchase Agreement and this Sale Order having been given; and the Court having reviewed and considered: (i) the Motion; (ii) the objections thereto, if any: and (iii) thc arguments of counsel made, and the evidence proffered or adduced, at the Sale Hearing or submitted in advance of the Sale Hearing; and after due deliberation thereon; and good and sufficient cause appearing therefor, it hereby is FOUND AND DETERMINED THAT: A. The findings and conclusions set forth herein constitute the Court's findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. 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. B. This Court has jurisdiction over the Motion and the transactions contemplated by the Purchase Agreement (the "5alQTransaction") under 28 U.S.C. §§ 157 and 1334, and this matter is a core proceeding under 28 U.S.C. § I57(b)(2)(A), (N) and (0). Venue of these cases and the Motion in this District is proper under 28 U.S.C. §§ 1408 and 1409. C. The statutory predicates for the relief sought in the Motion are sections 105(a), 363, and 365 of thc Bankruptcy Code, as complemented by Bankruptcy Rules 2002, 6004, 6006 and 9014. 2 Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Motion, or Purchase Agreement, as applicable. 2 3ook: 1207 Page: 44 Page 10 of 24 D. This Sale Order constitutes a final and appealable order within the meaning of 28 U.S.C. § 158(a). E. As evidenced by the affidavits or certificates of service filed with this Court: (i) due, proper, timely, adequate and sufficient notice of the Motion, the Purchase Agreement, the Sale Hearing, and the other relief granted herein, and a substantially similar form of this Sale Order, have been provided in accordance with Bankruptcy Code sections 102(1), 105(a), 363 and 365 and Bankruptcy Rules 200'2, 6004 and 6006, as limited by the Court's Order on the Trustee's Motion to Limit Notice; (ii) such notice was good, sufficient and appropriate under the circumstances; and (iii) no other or further notice of the Motion, the Sale Hearing. the sale of the Purchased Assets, and the other relief granted herein is or shall be required. F. A reasonable opportunity to object and be heard with respect to .the Motion and the relief requested therein has been afforded to all known interested persons and entities, including: (i) the Office of the United States Trustee for the District of Delaware; (ii) the Buyer; (iii) counsel to the Agent; (iv) any party known or reasonably believed to have asserted any lien, claim, encumbrance, right of first refusal, or other interest in or upon any of' the Purchased Assets which are to be sold pursuant to the Purchase Agreement; (v) any party known or reasonably believed to have expressed an interest in acquiring some or substantially all of the Purchased Assets; (vi) the internal Revenue Service, (vii) the United States Attorney's offices for the District of Delaware; (viii) the North Carolina Department of Environmental Quality; and (ix) the United States Environmental Protection Agency. G. As demonstrated by the testimony and/or other evidence proffered or adduced at the Sale Hearing or submitted by affidavit or declaration before the Sale Hearing, (1) the Trustee has appropriately marketed the Purchased Assets under the circumstances; and (2) a full, fair and 3 Sook: 1307 Page: 44 Page 11 of 24 reasonable opportunity has been given to any interested party to make a higher or better offer for the Purchased Assets. H. The Bid Procedures set forth in the Bid Procedures Order were non -collusive and substantively and procedurally fair to all parties. I. The Buyer (i) is purchasing the Purchased Assets in good faith and (ii) is a good faith purchaser for value within the meaning of section 363(m) of the Bankruptcy Code and therefore is entitled to the full protections of that provision and any other applicable or similar bankruptcy or non -bankruptcy law. The Buyer otherwise has proceeded in good faith in all respects in connection with this proceeding in that, among other things: (a) the Buyer recognized that the Trustee was free to deal with any other party interested in acquiring the Purchased Assets, (b) the Buyer was subjected to a bidding process designed to solicit competitive bids, (c) all payments to be made by the Buyer in connection with the Purchase Agreement have been disclosed, (d) the Buyer has not violated section 363(n) of the Bankruptcy Code by any action or inaction, and (e) the Purchase Agreement was negotiated, proposed and entered into in good faith and from arm's-length bargaining positions with the parties represented by competent counsel of their choosing. J. The consideration provided by the Buyer pursuant to the Purchase Agreement is fair and adequate and constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and under the laws of the United States, any state, territory or possession thereof or the District of Columbia (including the Uniform Fraudulent Transfer Act, Uniform Voidable Transactions Act, and the Uniform Fraudulent Conveyance Act). The Purchase Agreement was not entered into, and neither the Trustee nor the Buyer has entered into the 4 3ook: 1307 'Iage: 44 rage 12 of 24 • Purchase Agreement or propose to consummate the Sale Transaction, for the purpose of hindering, delaying or defrauding the Debtors' present or future creditors. K. Subject to the entry of this Sale Order, the Trustee has full power and authority to execute the Purchase Agreement and all other documents contemplated thereby, and the Sale Transaction has been duly and validly authorized. No consents or approvals other than those provided for in the Purchase Agreement are required for the Trustee to consummate the Sale Transaction described therein. L. The transfer of the Purchased Assets to the Buycr shall be a legal, valid and effective transfer of the Purchased Assets and shall vest the Buyer at Closing with all right, title and interest of the Debtors in and to the Purchased Assets, free and clear of all liens (as defined in Section 101(37) of the Bankruptcy Code, "Lien"). M. A sale of the Purchased Assets other than one free and clear of Liens on the terms set forth herein would be of substantially Tess benefit to and would adversely affect the Estates. N. The Trustee or Buyer. as applicable, will, including by way of entering into the Purchase Agreement, and the provisions relating to the Assigned Contracts therein (i) cure any default existing prior to the date hereof under any of the Assigned Contracts that are executory contracts or unexpired leases under section 365 of the Bankruptcy Code and (ii) provide compensation or -adequate assurance of compensation to any party for any actual pecuniary loss to such party resulting from a default prior to the date hereof under any of the Assigned Contracts, solely in the amount set forth in the Cure Notice (unless otherwise ordered by the Court), and Buyer will provide adequate assurance of future performance of and under the Assigned Contracts, within the meaning of sections 365(b)(1) and 365(f)(2) of the Bankruptcy Code. 5 3ook: 1307 Page: 44 Page 13 of 24 0. The Cure Notice, identifying all Assigned Contracts, if any, that will be assumed and assigned or otherwise transferred to the Buyer under the Purchase Agreement plus the corresponding cure amount shall be served on all non -Debtor countcrparties to such Assigned Contracts identified therein on or prior to 30 days from entry of this Sale Order. Such notice shall be good, sufficient and appropriate under the circumstances and no other or further notice need be provided in connection with the transfer, assumption and assignment of the Assigned Contracts and fixing of cure amounts related thereto. P. To the extent any Assigned Contract is not an executory contract or unexpired lease subject to section 365 of the Bankruptcy Code, the Trustee is authorized to transfer all of the Debtors' rights and obligations under such Assigned Contract and the associated Purchased Assets to the Buyer, pursuant to section 363 of the Bankruptcy Code. Q. Failure to object to the transfer, ,assumption and assignment of an Assigned Contract is deemed consent to the transfer assumption and assignment. R. The Trustee may sell the Purchased Assets to the Buyer free and clear of all Liens in accordance with, and to the extent permitted by, section 363(f) of the Bankruptcy Code because, in each case, one or more of the standards set forth in sections 363(f)(1)-(5) of the Bankruptcy Code has been satisfied. Those holders of Liens against the Debtors, their Estates or any of the Purchased Assets who did not object, or who withdrew their objections, to the Motion arc deemed to have consented thereto pursuant to section 363(0(2) of Inc Bankruptcy Code. S. It is a reasonable exercise of the Trustee's business judgment to consummate the Sale Transaction contemplated by the Purchase Agreement, and such actions are in the best interests of the Estates and their creditors. The consummation of the sale transaction is legal, valid and properly authorized under all applicable provisions of the Bankruptcy Code, including, 6 3ook: 1307 ''age: 44 Page 14 of 24 without limitation, sections 105(u), 363(b), 363(f), 363(rn), 365(b), and 365(f) of the Bankruptcy Code, and all of the applicable requirements of such sections have been complied with in respect of the Sale Transaction. T. The Purchase Agreement is a valid and binding contract between the Trustee and the Buyer, which is and shall be enforceable against the Buyer and the Trustee according to its terms. U. The Trustee has articulated good and sound business reasons for waiving the stay otherwise imposed by Bankruptcy Rules 6004(g), and 6006(d). THEREFORE, IT 1S ORDERED, ADJUDGED AND DECREED THAT: I. The Motion is granted as set forth herein. 2. Any objections to the entry of this Sale Order or the relief granted herein and requested in the Motion that have not been withdrawn, waived or settled, and all reservations of rights included therein, hereby arc denied and overruled. Annroval of the Purchase Agreement and the Sale Transaction 3. The Purchase Agreement and the transactions contemplated thereunder are hereby approved. 4. The Buyer's offer for the Purchased Assets, as embodied in the Purchase Agreement, is the highest and best offer fur thc Purchased Assets and is hereby approved. 5. The Trustee is authorized to execute and deliver, and empowered to perform under, consummate and ' implement the Purchase Agreement, together with all additional instruments and documents that the Buyer reasonably deems necessary or appropriate to implement the Purchase Agreement and effectuate thc Sale Transaction, and to take all other and further actions as may be reasonably requested by the Buyer for the purpose of assigning, 3ook: 1207 Page: 44 Page 15 of 24 transferring, granting, conveying and conferring to Buyer or reducing to possession the Purchased Assets, or as may be necessary or appropriate to the performance of the obligations of the Buyer and Trustee as contemplated by the Purchase Agreement. 6. The transfer of thc Purchased Assets to the Buyer shall vest thc 13uyer with all right, title and interest of the Debtors in and to the Purchased Assets, free and clear of all Liens, with all such Liens attaching to the net cash proceeds of the sale in the order of their priority, with the same validity, force and effect that they now have as against the Purchased Assets, subject to any claims and defenses thc Trustee or the Debtors' Estates may possess with respect thereto. All holders of Liens fall within one or more subsections of section 363(f) of the Bankruptcy Code and arc adequately protected by having their Liens attach to the net proceeds received by the Trustee. 7. Subject to the Assumed Liabilities, pursuant to sections l05(a) and 363(f) of the Bankruptcy Code, the Purchased Assets shall be transferred to Buyer. and upon thc Closing the Buyer shall take the Debtors' right, title and interest to and possession of the Purchased Assets upon consummation of the Purchase Agreement. 8. Upon the Closing of the Sale, each of the Debtors' creditors and any other holder of a Lien authorized to execute such documents and take all other actions as may be necessary to release its Licn on the Purchased Assets, if any, as such Lien may have been recorded or may otherwise exist. 9. If any person or entity that has filed finuncing statements. mortgages. lis pendcns or• other documents or agreements evidencing Liens on the Purchased Assets and has not delivered to the Trustee prior to the Closing, in proper form for filing and executed by the appropriate parries, termination statements. instruments of satisfaction or releases of all Liens 8 Book: 1307 7'age: 44 Page 16 of 24 • that the person or entity has with respect to the Purchased Assets, then: (a) the Buyer is hereby authorized to execute and file such statements, instruments, releases and other documents on behalf of the person or entity with respect to the Purchased Assets, and (b) the Buyer is hereby authorized to file, register or otherwise record a certified copy of this Sale Order, which shall constitute conclusive evidence of the release of all Liens on the Purchased Assets of any kind or nature whatsoever. Each governmental agency or depanment is hereby authorized to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 10. This Sale Order: (a) shall be effective as a determination that, except for the Assumed Liabilities, at Closing, all Liens of any kind or nature whatsoever existing as to the Purchased Assets prior to the Closing have been unconditionally released, discharged and terminated as to the Purchased Assets being sold (but not, for the avoidance of doubt, released, discharged or terminated with respect to the net proceeds of those Purchased Assets), and that the conveyances described herein have been effected. and (b) shall be binding upon and shall govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal, state and local officials, and all other persons and entities who may be required by operation of law, the duties of their office or contract to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any of the Purchased Assets. 11. Except for the Assumed Liabilities, the sale, transfer, assignment and delivery of the Purchased Assets shall not be subject to any Liens. Except for the Assumed Liabilities, all 9 3ook: 1307 Page: 44 Page 17 of 24 persons holding Liens against or in the Debtors or the Purchased Assets of any kind or nature whatsoever hereby are forever barred, estopped and permanently enjoined from asserting, prosecuting or otherwise pursuing such Liens of any kind or nature whatsoever against the Buyer or its officers. directors, shareholders or partners, its property or its successors and assigns or the Purchased Assets, as an alleged successor, to the greatest extent allowable by applicable law, or otherwise, with respect to any Lien of any kind or nature whatsoever such person or entity had, has or may have against or in the Debtors, their Estates, officers, directors or shareholders or the Purchased Assets. • 12. Any person or entity that is currently, or on the Closing Date may be, in possession of some or all of the Purchased Assets shall surrender possession of such Assets either to (a) the Trustee before the Closing or (b) to Buyer or its designee upon or after the Closing. 13. The Buyer shall have no liability or responsibility for any liability or other obligation of the Debtors or Trustee arising under or related to the Purchased Assets other than the Assumed Liabilities or as otherwise set forth in the Purchase Agreement. Without limiting the generality of thc foregoing and cxccpt as otherwise specifically provided in the Purchase Agreement, the Buyer shall not be liable for any claims against the Debtors or its predecessors or affiliates for any obligations of thc Debtors arising prior to the Closing. Transfer of Assifned Contracts 14. The Trustee is hereby authorized in accordance with sections 105(a), 363 and 361 of the Bankruptcy Code, as applicable. to (a) transfer, assume, assign and sell to the Buyer, effective and conditioned upon the Closing, the Assigned Contracts and (b) execute and deliver to Buyer such documents or other instruments as the Buyer deem are necessary or appropriate to assign and transfer the Assigned Contracts to the Buyer. 10 3ook: 1207 ''age: 44 Page 18 of 24 l5. With respect to the Assigned Contracts: (a) the Assigned Contracts shall be transferred and assigned to, and following the Closing, shall remain in full force and effect for the benefit of the Buyer, notwithstanding any provision in any such Assigned Contracts (including those of the type described in sections 365(b)(2) and 365(0 of the Bankruptcy Code) that prohibits, restricts or conditions such assignment or transfer and, pursuant to section 365(k) of the Bankruptcy Code; (b) 'except as expressly otherwise provided in the Purchase Agreement the Estates shall be relieved from any further liability with respect to Assigned Contracts and the associated Purchased Assets after such assumption by the Trustee and assignment and sale to the Buyer; (c) the Trustee may assume cach of the Assigned Contracts, to the extent such Assigned Contracts arc executory contracts or unexpired leases, in accordance with section 365 of thc Bankruptcy Codc after payment of thc applicable Cure Amount, if any, in the Cure Notice; (d) the Trustee may assign and sell each of the Assigned Contracts, regardless of whether any such Assigned Contract is an executory contract or unexpired lease, in accordance with sections 363 and/or 365 of the Bankruptcy Codc, as applicable, and any provisions in any Assigned Contracts that prohibit or condition the assignment of such Assigned Contracts or allow ;he party to such Assigned Contracts to terminate, recapture, set off (if not exercised pre -petition), impose any penalty, condition renewal or extension or modify any term or condition upon the assignment of such Assigned Contracts, constitute unenforceable anti•assignment provisions, which are void and of no force and effect; (c) all ether requirements and conditions under sections 363 and 365, to thc extent applicable, (including without limitation, the satisfaction of the requirements under Section 365(c)(l )) of the Bankruptcy Code for the assumption by the Trustee and sale and assignment to the Buyer of cach of the Assigned Contracts have been satisfied; and (0 upon Closing, in accordance with sections 363 and 365 of the Bankruptcy Codc. as applicable. the 11 3ook: 1307 -'age: 44 Page 19 of 24 Buyer shall be fully and irrevocably vested in all of the Debtors' right, title and interest of each of the Assigned Contracts. 16. Upon the Trustee's transfer and assignment of the Assigned Contracts, no default shall exist under any of the Assigned Contracts and no counterparty thereto shall be permitted to declare or enforce a default by the Debtors, Trustee or Buyer thereunder or otherwise take any action. All defaults or other obligations of the Debtors under the Assigned Contracts arising prior to the Closing (without giving effect to any acceleration clauses or any dcfoult provisions of the kind specified in section 365(b)(2) of the Bankruptcy Code), are deemed satisfied by the payment of the Cure Amount, if any, with respect to each Assigned Contract in those amounts set forth in the Cure Notice, and which were satisfied, or shall be satisfied as soon as practicable, by the Buyer or the Estates, as the case may be, as provided in the Purchase Agreement. 1'7. Each non -Debtor party to an Assigned Contract is hereby forever barred, estopped and permanently enjoined from asserting against the Buyer, or the Purchased Assets, any default arising prior to or existing as of the Closing, any indemnification claims or any counterclaim, setoff (if not exercised pre -petition) or any other Claim asserted or assertable against the Debtors. The validity of such assumption, assignment. transfer and sale of the Assigned Contracts, which shall in ail events be effective as of the Closing Date, shall not be affected by the pendency or resolution of any dispute between thc Trustee and any non -Debtor party to an Assigned Contract. 18. To the extent'a counterparty to any of the Assigned Contracts failed or fails to timely object to a Cure Amount, such Cure Amount in thc amount set forth in the Cure Notice shall be deemed to be finally determined and any counterparty shall be prohibited from challenging, objecting to or denying the validity and finality of the Cure Amount at any time. 12 3ook: 1307 'age: 44 Page 20 of 24 19. The effectiveness of the provisions of paragraphs 14 through 18 of this Sale Order with respect to a particular Assigned Contract shall be subject only to any subsequent ruling of the Court on any timely filed Cure Objection and/or Assumption and Assignment Objection. 20. The failure of the Trustee or the Buyer to enforce at any time one or more terms or conditions of any of the Assigned Contracts shall not be a waiver of such terms or conditions, or of the Trustee's and the Buyer' rights to enforce every term and condition of the Assigned Contracts. Additional Provisions 21. The consideration provided by Buyer for the Purchased Assets under the Purchase Agreement is fait and reasonable and may not be avoided. 22. The transactions arc undertaken by Buyer without collusion and in good faith, in accordance with Bankruptcy Code sections 363(m) and 363(n). Accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the transactions shall not affect the validity of the sale and transfer of the Purchased Assets to Buyer, unless such authorization is duly stayed pending such appeal. Buyer is a good -faith purchaser of the Purchased Assets and is entitled to all of the benefits and protections afforded by Bankruptcy Code section 3b3(m) and other applicable law. 23. Notwithstanding anything contained herein to the contrary, the Trustee is authorized to release proceeds of the Sale to the Agent in accordance with the Final Order (1) Authorizing the Trustee to Use Cash Collateral, (1!) Granting Adequate Protection, (111) Modifying the Automatic Stay, (!V) Approving Carve -Outs and Sharing Agreement, and (V) Granting Related Relief [Dkt. No. 104), as such final order may have been amended by the Agreed Order Amending Final Order (1) Authorizing The Trustee Tv Use Cash Collateral, (11) 13 3ook: 1307 Wage: 44 Page 21 of 24 Granting Adequate Protection, (111) Modifying The Automatic Stay, (1V) Approving Carve -Outs And Sharing Agreement. And (V)Granting Related Relief Mkt. No. 1631. 24. The Purchase Agreement and any related agreements, documents or other instruments may be modified, amended or supplemented by the parties thereto, in a writing signed by such parties, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement does not have a material adverse effect on the Debtors' Estates. 25. • The failure specifically to include any particular provisions of the Purchase Agreement in this Sale Order shall not diminish or impair the effectiveness cif such provisions, it being the intent of the Court that the Purchase Agreement is hereby authorized and approved in its entirety, as it may be amended or supplemented in accordance with its terms and this Sale Order. 26. To the. extent of any conflict between the Purchase Agreement and this Sale Order, then this Sale Order shall govern. 27. This Sale Order and the Purchase Agreement: (a) shall be binding in all respects upon all creditors of and holders of equity interests in the Debtors (whether known or unknown), any holders of Liens, all non -Debtor parties to any of the Assigned. Contracts, the Buyer and all successors and assigns of the Buyer, the Trustee, the Debtors and their Estates, and the Purchased Assets; and (b) shall not be subject to rejection. 28. Each and every federal, state and local governmental agency or department is hereby authorized to accept any and all documents and instruments necessary and appropriate to consummate the Sale Transaction. 14 3ook: 1307 ,"age: 44 Page 22 of 24 29. The fourteen -day stay otherwise imposed by Bankruptcy Rules 6004(h), 6006(d) and 7062 is hereby waived, and this Sale Order shall be effective immediately upon entry. 30. This Court shall retain jurisdiction to interpret, implement and enforce this Sale Order. Dated: 3/5 .2018 Honorable Christopher S. Sontchi United States Bankruptcy Judge 214162&11v2 15 Book: 1207 Page: 44 Page 23 of 24 Tract/Lot 1 Parcel ID 750 002 22 Tract/Lot 2 Tract/Lot 3 Tract/Lot 4 MAP S/M PAR SIP U/IN L/IN C/C PART INT Rowan County Assessor's Office -. MAP S/M PAR S/P U/IN LJIN C/C PART INT Parcel IDr 750 002 22 Rowan County Assessor's Office Parcel ID MAP S/M PAR S/P U/IN LIIN C/C PART INT 750 030 22 Rowan County Assessor's Office Parcel ID MAP S/M PAR S/P U/IN L/IN C/C PART INT 750 031 22 Rowan County Assessor's Office Tract/Lot 5 Parcel ID MAP S/M PAR S/P U/IN L/IN C/C PART INT 827 014 22 Rowan County Assessor's Office Tract/Lot 5 Parcel ID MAP S/M PAR S/P U/IN L/IN C/C PART INT 827 028 P 22 Rowan County Assessor's Office Tract/Lot 6 Parcel ID MAP S/M PAR S/P U/IN L/IN C/C PART INT 335 088 22 Rowan County Assessor's Office Book: 1207 'age: 44 Page 24 of 24