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HomeMy WebLinkAboutNC0005274_Application_20140121NPDES DOCWdENT :SCANNING% COVER SHEET NPDES Permit: NC0005274 Document Type: Permit Issuance Wasteload Allocation Authorization to Construct (AtC) Permit Modification Complete File - Historical Engineering Alternatives (EAA) Permit Application , Instream Assessment (67b) Speculative Limits Environmental Assessment (EA) Permit History Document Date: January 21, 2014 This; document its printed on reuse paper - ignore any content on the reYersse ride KINGS MOUNTAIN VENTURE #1 LLC 17A Marlen Drive Hamilton, NJ 08691 Phone: (609) 586-8004 January 21, 2014 Via Email to Julie.grzyb(ncdenr.gov NCDENR Division of Water Resources Water Quality Permitting Section/Wastewater Branch 1617 Mail Center Raleigh, NC 27699-1617 Attn: Julie Grzyb Re: NPDES Permit no. NC0005274 Former Yorkshire Americas Site Lowell, Gaston County, North Carolina Dear Ms. Grzyb: Kings Mountain Venture #1, LLC ("KVM") is providing this letter as a follow up to your previous conversation with Steven Timm regarding the above noted NPDES permit (the "Permit"). KVM sold the above noted property to Lowell Investments I, LLC (the "Buyer") effective as of December 20, 2013. As of that date, the Buyer agreed to take over responsibility for the Permit and seek an extension/ modification of the Permit. KMV confirms that: (i) all water associated with the subject site has been discharged under the Permit and no further discharge of water is necessary; (ii) the discharge pipe was capped on December 20, 2013; and (iii) the Buyer has assumed responsibility for the handling and disposal of all sludges from the settling tanks at the site as required by the terms of KMV's sale agreement with the Buyer. If you have any questions, do not hesitate to contact me. Sincerely, Thomas J. Barlow Associate General Counsel lim@mowm p JAN `2 4. ?1114 DENR WATER QUALl r" POINT SOURCE BRANCH A7A NCDENR North Carolina Department of Environment and Natural Resources Division of Water Resources Water Quality Programs Pat McCrory Thomas A. Reeder John E. Skvarla, III Governor Director Secretary January 10, 2014 Mr. Tom McKittrick, Manager Lowell Investments I, LLC 5320 Old Pineville Road Charlotte, North Carolina 28217 Subject: Acknowledgement of Name/ Ownership Change Form and Application for Permit Renewal NPDES Permit NC0005274 Former Kings Mountain Ventures #1 WWTP Gaston County Dear Mr. McKittrick: The Division of Water Resources' Wastewater Branch acknowledges receipt on December 17, 2013, of your Permit Name/ Ownership Change Form and application for permit renewal for the former Kings Mountain Ventures #1 WWTP; and receipt on December 23, 2013 of the recorded deed for the sale of the property to Lowell Investments I, LLC. The Branch also acknowledges, per your letter, that plans for the property are still being developed; that portions of the application for permit renewal are, as a result, incomplete; and that a primary intent of these submittals is to maintain the NPDES permit and the associated nutrient allocations, which would have otherwise expired December 31st, until such plans can be developed. Change of Ownership, Authorization to Discharge The Branch has reviewed and does hereby approve your request to transfer ownership of the subject permit. Lowell Investments I, LLC, is the owner of record and, for the purposes of the NPDES permit, responsible as of January 1, 2014, for all requirements pertaining to the Lowell facility. The subject permit is administratively extended until the Branch determines whether to re -issue the permit or deny the application. Pursuant to state and federal NPDES permitting rules, the Branch's permitting decision must undergo a public review process and address all concerns before a permit is issued or denied. Because the application is incomplete, we cannot prepare a new permit document at this time. 1617 Mail Service Center, Raleigh, North Carolina 27699-1617 Location: 512 N. Salisbury St. Raleigh, North Carolina 27604 Phone: 919-807-63001 Fax: 919-807-6492 Internet: www.ncwaterauality.orq An Equal opportunitylAffnnative Action Employer Mr. Tom McKittrick, Manager NPDES Permit NC0005274 January 10, 2014 Consequently, Lowell Investments has no authorization to discharge wastewater to surface waters. It is our understanding that Kings Mountain Venture has plugged the facility's discharge lines, and these should remain plugged to prevent the possibility of discharge. I am attaching, for your information, a copy of the standard and general permit conditions found in every NPDES wastewater permit. Because most of these conditions repeat state or federal rules, they apply to the Lowell facility despite the absence of a new permit. You should familiarize yourself with Parts II and III, in particular (the conditions in Part IV apply only to municipal facilities). Reporting Requirements North Carolina rules (see 15A NCAC 02B .0506(a)(1)(E)) require that permittees submit monthly discharge monitoring reports (DMRs) to the Division of Water Resources, even when there is no discharge from the facility during the reporting period. In this case, the DMR forms should be completed and signed as usual except that "No Discharge" should be typed or written in the daily data section and marked so as to clearly indicate the full month. Permittees must still pay the Annual Administering and Compliance Monitoring Fee associated with the permits even if there is no discharge. Parts II and III include requirements concerning DMR reporting (Condition D.2. of Part II), authorized signatures (II.B.11.), and annual fees (II.D.14.), all of which apply immediately. Permit Status The Branch will maintain the permit as administratively extended for the time being in order to allow Lowell Investments a reasonable opportunity to complete plans for the property and provide a complete and accurate permit application. Upon receipt of the revised application, we will begin our review in earnest. However, it is not our intent to extend the permit indefinitely and, in the worst case, failure to provide an acceptable application could result in denial of the permit. Expanding on an earlier point, no discharge is authorized until wastestreams to be generated or treated at the facility are fully characterized, the permit application forms are completed and submitted, and the Branch modifies the NPDES permit accordingly. Lowell Investments should provide its completed application at least 180 days prior to the anticipated discharge in order to allow sufficient time for preparation and issuance of the modified permit. I look forward to receiving additional information regarding your plans for this site. If you have any questions, please contact me at 919-807-6402 or mike.templeton@ncdenr.gov or Tom Belnick at 919-807-6390 or tom.belnick@ncdenr.gov. Copies: Mooresville Regional Office, Surface Water Central Files WPDES File�� Sincerely, Michael E. Templeton, P.E. Environmental Engineer 2 o Forsite Development Inc. 5320 Old Pineville Road I Charlotte, NC 28217 I T: 704,364.9100 I F: 704.364.0090 December 17, 2013 Mr. Jeff Poupart NCDENR / Division of Water Resources Water Quality Permitting Section / Wastewater Branch 1617 Mail Service Center Raleigh, NC 27699-1617 North Carolina DENR DENR-1NATEF. DUALITY POINT SOURCE BRANCH RE: Reissuance of NPDES Permit NC0005274 Kings Mountain Ventures #1 LLC Americas Dear Mr. Poupart; I am writing to request a Memorandum of Agreement between NCDENR DWQ and Lowell Investments I, LLC to place the above referenced NPDES Permit "on hold" so that this facility could be re -permitted as part of the site's redevelopment. This .329 MGD facility is known as the Kings Mountain Ventures #1 plant located at 1602 N. Main Street in Lowell, NC and was known formerly as the Yorkshire Americas plant. The subject permit is currently under a modified permit issued December 17, 2012 to Kings Mountain Ventures #1. This permit contemplated the final discharge of waste water from a 400,000 gallon storage tank to the South Fork of the Catawba River. This existing permit is set to expire December 31, 2013. Lowell Investments I, LLC is scheduled to purchase the facility from Kings Mountain Ventures on or around December 20th (for sure by year end). Lowell Investments is an affiliate of Forsite Development Inc., a Charlotte based real estate firm whose core business is Brownfield redevelopment projects in the Southeast. Part of our redevelopment plan is rehabbing several of the existing buildings on the premises to attract recycling and environmentally responsible related business (Lowell Recycleplex). Additionally, we are looking to retain much of the existing WWTP infrastructure because the site is not connected to the municipal sewer system and there is no municipal service along N Main Street near the site. We are currently exploring several potential options for the WWTP and the NPDES permit is a key element that will allow for the site's redevelopment. Please find attached a conceptual master plan. 1 We are exploring a variety of options for the WWTP including the re -permitting and reopening the WWTP to treat specific third party aqueous wastes. If this option is pursued, we would create a JV relationship with a third party firm to operate the facility. We have met with several private WWT companies and Two Rivers Utilities (Gaston County) regarding the possibility of reopening the plant. Based on these conversations and our experience with the Clariant Mt. Holly East plant (now ReVenture Park), we are highly confident there is substantial demand for third party waste treatment. We fully recognize that we would have to determine the specific waste streams and their characteristics to officially re - permit the facility for this use. To be clear, the NPDES permit represents the single most valuable asset associated with this site. Ensuring its survival is the key element that will allow for the site's redevelopment. Like many communities, Lowell has been stung with job losses and the revitalization of this site has the ability to spur significant economic development. Attached please find an Ownership Change Form (and sales contract), and NPDES forms I and 2E. We recognize that parts of these forms are incomplete. Once we have confirmation from DWQ that the permit can survive via a Memorandum of Understanding, we will proceed with pinning down the specifics to accomplish an actual permit renewal / modification. I fully recognize this is a unique situation. Thank you in advance for your consideration and I look forward to working through this matter with your depart TMcKit ric resident Forsite Development, Inc. [Manager; Lowell Investments 1, LLC] Cc. Tom Belnick, NCDENR Mike Templeton, NCDENR Steve Hart, Hart & Hickman Steve Weber, Parker Poe 2 C� Forsite llcvelopmnnt Building 13 Machine Shop Building 11 Research Lab Testing Greenspace Wood Fuel Processing/ Yard Greenspace Greenspace Lowell Recycleplex Waste Water Treatment Facility Building 3 Recycling Warehouse Building 1 Key Man Office Building 1602 N. Main Street Lowell, NC (Page 1 of S) Brief description for ilk Iadebcy,� f •r 1 I. t : ' ';, I.. ! '; , • Excise Tali $309:Q0: `.. Recording Time, Book and Pager Tax Lot I b,: ; \ Parcel Identifier No.127479 and 127477 Mail after is tak Cheryl Oteale, IIsq. Horaek, Talley, Pharr & Lowade;s, P.A. 2600 Ono Wells Fargo Center, 301 South c ISt#cet Cb 1oJo NC,28202.6 This instrument was tiregarertiy: Itonsa§ J. 1' ' ,i Doe ID: 010008920006 Tyne: CRP Recorded: 12/20/2013 at 03:35:t9 Pm Fee lust: 5325,00 Paae I of 5 Revenue lax: isoo 00 Instal 20130o022869 Gaston MC Susan a. Lockridge Recliner of Deeds BK4711 o70-74 NORTH CAROLINA SPECIAL WARRANTY DEED • J 1 , THIS DEED made as of th '241tit day of Dfcember, i 0tyliy'aind between: GRANTOR KINGS MOUNTADN VENTURE##1, LLC, a North Carolina Limited Liability ^compan)f whose mailing address is: ; 17A Marley Ddvc s 1% Hamilton, New Jersey 08691 ~•. _% h. ; • "t• 11 1 1 • GRANTEE LOWELL XNVESTMENTS I, LLC, orth Carolina Limited Liability Company address is: 3'320 Old•Zinevillc Road Chn>;rlotto, TIC 28217 J 1 \ Ito designation Circonerand Grantss, as used herein, shIh inch* said pities, tile.'' rAim successors, and assign:, cod shall include singular, plural, mescaline, feminine or mast es retired by castex, i i WTTNESSfiTH, that Grantor, for and in c of the suin opaa.Cad No/100 Dollars ($10.00) and other good and valuable consideration in hand paid at 41 before the delivery ot';1'Iese presents, the receipt and suffaieacy of which are hereby aclarowledged, has granted bargained. sold, :naasfensd, conveyed and confirmed and by these presents does giant, bargain, sell, and convey si(,ito the Grantee in fix simple, ailjikt certain tract or parcel of land lying and being in Gaston County, North Carolina, being mom Oracularly desc:s'baon i t (the "Property") attached hereto and Incorporated herein by refer , r r `. The Property heaeinabove described was acquired by Grantor by Banlguptci Trutt6b's 17 i dtyted June 23, 2006 fun Wayne Sigmmr, Trustee of the Bankruptcy Estate of Yorkslire Ameticasiktc.,;recorl1d`IIS Book 4232, Page 1281, Gaston County Registry. i r ' � 1 All or a portion of the Property heroin conveyed does not includetitb prbnaArtaidetee of Granter. TO HAVE AND TO HOLD the aforesaid Property and all privileges and 1ag�iurte�p�thesato onging to the Grantee in fee simples i And Grantor covenants with Granted, that Grantor has done nothing to title to impair such a .4'9ra'ntor received, mid Grantor will warmth and defend the tide against the lawful claims of all bersoa4 elaimitwg`by, ttaderpr through Grantor, except for the Permitted Exceptions (as hereinafter defined). ..i i 'lifts to the Property is subject to the matters set fortis on Exhibit "B" attachedh�,'~�" , 1 "Permitt Excepdons"). "t•( i,• �•• : CH4088419 v1 / /: • • • f s• Book : 4 711 Page : 70 Seq: 1 (Page 2 of 5) "•• 1 ,/;. s 1 r ,\ ! ) '1 124•W11 NESS WHEREOF, Grantor has caused this instrumentto be signed in its name and : dcIivcn d as of. the date indicated on the fist page of this Decd. ' % GRANTOR: i ri ' 8 hn Per4b4C1 • Name: Ronald Gale i f^, N. ••`• f •' Mercer County, 'Jersey: \. I certify tilt follo / "�+ 1 lie wistg �acrsai; personally appeared before me this day and acicaowledgcd to me that be or sbe`wr ly sib the fotegaio ,da ument for the purpose stated therein and in the capacity indicated: R� Gait I I \ • Date: December 1Q. 2 3 i / ' ;, . 1 1 Ve,LAJAC My cot* eflfiliss KINGS MOUNTAIN VENTURE #], LLC Title: President International ProcessPlants and Equipment Corp. (Sole Member) b I►i0?�tRYP118ttCOFiEN `• .`tc d •\ i Stamp or Seal) /.• • . •o, • •._, i 1 ^ r � •• •• • ••• • • • / '•ti 1 • • ' r • ▪ •• •• •1 •1. / 1 • • • 1\ 1 ♦ . f • % v� ••f 2- ^''—r•• • • l / I S 1 �• `• 1 J ~` ' ' / 1 1 Book: 4711 Page: 70 Sag: 2 ,, (Page 3 of 5) 1 i a r , .1 i ' •1 + t EXHIBIT "A" 1 ; I. 1 1 '' LEGAL DESCRIPTION TO DEED J % `"deginnfintr'at an existing concrete monument on the right of way of Main Street, .t. also.known ex%powell 8penoer Mountain Road (SR 22D1), a common corner with Gaapan County property, and with the Lowell Corporate Limits line N. 41' 36'- ..`....32E. A69.17';=paseing over an existing iron pin at 824.03' to a point at the bank of the Sobth%Fork of the Catawba River thence with the bank of the South Fork o'F the catawt4 River 8. 50'-37'--49" E. 850.03' to a point, thence leaving the: liver bafak• 8. 4 '-53'-39" W. 1033.31' to an an existing iron pin on the right of way of lain; Street, passing an existing concrete monument at 74.53' from the river bank., thence tiiith the right of way of Main Sweet 12 calla as follows, S. 20'41' 26" g 114.Q1', S. 20°--25'-33" E. 82.62', 9. 22.-50'-51" E. 64.83', S. 27'-1 '-00" E. 61. GU' , 8. 31°-49'-39" 5. 64.09', 8. 36°-00' 37" E. 59.74' ,.B.f.4O'--07',-22"1E,, 51.03', S. 45'-02' 32" E. 76.72', S. 49'-46'-• 03" E. 50.09', 9: 54'--27/-34" 2. 6.83' , S. 60° 24'--48" E. 87.98' , S. 60'-43'-10" E. 131.05' tee the p4iat and p1e a of beginning, containing 17.25 acres as shown on a survey porparddy Ric)}erd Boyd Brooks, PLS . s. I 1 . ! % • P .• I ("\. TRACT 2: \ �%I t f. , r.•a %:{ ' r 1 Beginning at an exciting irgn pin on, t?se *ight of way of Main Street, also known as Lowell SpenentE M ata,th Road, is 4 d d4sting iron pin being the common coiner between Tract I and Trafct II 6f the Dyoi.& Chemical Corporation as described in Deed book 243age 433, %thdnae frob said beginning point N. 40'- 53'- 39" E. 1,033.31' passing overionleAttstilea concrete monunent at 958.78' to a point on the bank of that South Bork ,6f the'" Cata4tba River, thence along the bank of the South Fork of the Catikeba<'River 'S J 531-551 38' 8. 173.28' to a point on the bank thence sot tinu ng with thoiriva.b k S. 59'-50'-- 03" E. 126.00' to a point in Housor'+Caree4, *knee ltraw'3ri ` thrt .rivoar bank and with Bousar Creek S. 17 =57' S4" W:w q/ 105.8to p;i a nt�dn Weser Creek, thence leaving Houser Creek and with ttfn ft t progortyae described in Deed book 2924 page 400 and Deed book 2814 page 99,,0% 6 h+p 8. 184.79' to an existing iron pin, thence coutinuisg withfthe Tpolbe* property 6 more lines, S. 41'-38'- 59" E. 191.32', S. 11' 11' 4" E.f 60640' ton existing iron pin. thence S. 14' 36'- 12" E. 135.17' tan exietissg iro! pin, thence 8. 20°-58'- 22" E. 100.06' to an existing iron psq, Bence 8. l8f-25'-49" E. 199.88' to an existing iron pin, thence S. 72°03'.41, W. X26.99'.to a point in the centerline of Main Street passing an exasbT g iron, pf n at 90.19' , thence with the centerline of the road 16 calla, N. 4P-40' 24" 01: 10 7' , N. 59'.46'-50" W. 99.00' , N. 69'-05'-40" W. 99.81', N. 7e?-04'--Q$";151. 99.80., N. 78° 38'-41" W. 99.85' , N. 79°-05'- 02" W. 99.84' , N 79"--05'-28'; W. 100.02%., N. 78'- 59'-40" W. 100. 00' , N 78°-04'-56" W 99.90', N. 76'-og'-5)"; W 99.99i , p= 68Y-2'-51" W. 99. 68' , H. 58'-38'-26" W. 99.82' , N. 48°- 513041 )' pi. 99:487'., N: 37°--451r 05" W. 99.96', H. 28 -23'- 19" W. 99.90', N. 23' 23'- 6" W. 101.2P, 1hanka leaning the centerline of the road, N. 40'-S3'- 39" 8. 32.02' to tse po t apd place of beginning, containing 27.75 acres as ahown on a botindarf aurva •;ticbdrd Boyd Brooks, PEWS. ti �•'� • 1 �� 4 `., 1 1 1 • s • N. • t t • ! s %'.. .. r + I a 1 i t , , \, —,; . ' � , r: Book: 4711 Page: 70 Seq: 3 (Page 4 of 5) •'•tea 1 ./. . . • 1 1 i % • 1 I. . , • , r a Axing "gr ' ' I: ♦ PERMITTED EXCEPTIONS • 1. .The lien of real estate taxes. taxes imposed by special assessment and water, sewer. vault, ; �` •• ;public space and other public charges which are not yet due and payable. ; w 2.'abte laws (including zoning, building ordinances and land use regulations). 3. Ail easements, restrictions, covenants, agr eemehts, conditions, or other matters of record. \, r 4. All matters that maybe revealed by a current and accurate survey or inspection of the property. • • .' 1./ deps.140S. �. schwas efts a other Gnaw. 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Ills Potty auras whit lass a .pyrite $aoy MNCatst mobbed tcosalmatte * Naas*NIebaebagtrap°�sstMlait*darlt + • • • / Rots cttwo* lapapsatsamuonly.ul yepeoord.o, N.pWn buss. • r. 11 The toany Gaston Gras Land bfnpw;allath.riatetofmoor ash • a%serroLow* Valor labselsb Road {6R?1011 • la Rama u1dibt allow cants WNW lobo Urea rbOts of Mira b sad w In WOWS ldltlht blidlbw oatrsysferaboursklsaaosstlp theel Lena:sod Sae to aSay p etahol rosNODr 4 hh11,0 �'' Yasnd.h0.banalmooio.mona.gropedueo4,rAledarmsSWUM 63CAM % 1 1 t •t . r ., •. • Y" %. S., J . / • • Hook: 4711 Page: 70 Seq: 4 - (Page S of 5) • h t � 1 fibs Poporty can also be described as being all of the coal estate conveyed by two Dbuds\•coat Crompton i !Moyle& Colors incorporated to Yorkshire Americas, ! Inc.; a Bc th Carolina corporation, recorded in tho Gaston County Registry on J , Dacgmber,2.1, 1999 in Book 3028 at Pages 0631 and 0635. The metes and bound • da4bription above is taken from the Quit Claim Deed recorded at Book 3028, Page 0635. • .... ♦ ..albs yu \x)y prepared by Richard Boyd Brooks, PIA which is referenced by the '� • motes t�ndtounda description above can be more fully described as that Plat b oa oded " TA/AC$M Land Title Survey for Yorkshire Americas, Inc.," dated \.. Oj obet 27, 2999 as Last revised March 24, 200O. . • _ N. • • / ,• . L 1 1 / • I ♦. , , J,I ..ram ` % • •., • . 1 �, • 1 i N. 1 • i I / " i 1 I J + • t t „ i.ti 1. % I 1 Book: 4711 Page: 70 Seq: 5 Ct: Gaston, NC Susan S. Lockridge Register of Deeds 325 North Marietta Street Gastonia, NC 28052 • Phone Number: (704)862-7681 Fax Number: (704)882-7519 Official Receipt: 2013-00032179 printed on 12/20/2013 at 03:38:33 PM y: 68 an 7-PC KEMP MICHAEL Date Recorded: 12/20/2013 instrument ID. Recorded Time ount Bk 4711 Po 7D 03:35:19 PM DEEDS i KINGS MOUNTAIN VENTURE #1, LLC TO:LOWELL INVESTMENTS I, LLC Itemized Check Listing Check V 43822 TOE Tru Paid By Check: Change Tendered: HAVE A NICE DAY eSearch I Document Details Gaston County, North Carolina Register of Deeds - Susan S. Lockrldge Page 1 of 1 Guest User Document Details BooklPage " Index :Type. Kind Description . Date nod Images Excise Tax 4711 / 70 CONSOLIDATED REAL PROPERTY DEED Dec 20 2013 3336PM 5 pages am incomplete :Returned To KEMP MICHAEL Address Address (2) City State ZIP GRANTORS KINGS MOUNTAIN VENTURE #1, LLC GRANTEES LOWELL INVESTMENTS I, LLC Log In as named user 02007 - 2013 Cott Systems, Inc. Version 1.4.2.2 http://207.235.60.108/external/LandRecords/protected/DocumentDetails.aspx?BaseFileN... 12/20/2013 eSearch 1 Quick Name Search Gaston County, North Carolina Register of Deeds - Susan S. Lockridgo Page 1 of 1 Guest User Quick Name Search Your search returned 1 results on 12/20/2013 at 4:190.0 PM Criteria Value Last / Firm Name Powell Investments% 1-1of1 12/20/2013 4:19 PM Data Filed Index Kind Grantor Grantee Description File Number :1 12/20/2013 CRP DEED KINGS LOWELL Incomplete MOUNTAIN INVESTMENTS VENTURE I,LLC #1, LLC Book/Page Ref Amount Images 4711 / 70 5 1-1of1 12/20/2013 4:19 PM Log in as named user 0 2007 - 2013 Cott Systems, Inc. Version 1.4.2.2 http://207.235.60.108/extcrnal/LandRecords/protected/v4/SrchNfune.aspx 12/20/2013 State of North Carolina Department of Environment and Natural Resources Division of Water Resources Pat McCrory, Govemor John E. Skvarla III, Secretary Thomas A. Reeder, Director ATA NCDENR PERMIT NAME/OWNERSHIP CHANGE FORM I. CURRENT Permit Information: Permit Number(s): i.e. NC0012345 or NCG501234 NC0005274 Permit Holder's Name: Kings Mountain Ventures #1 Facility Name: Former Yorkshire Americas/Kings Mountain Ventures #1 d %7711 II. NEW Owner/Name Information: �c_.. "D 1. This request for a name change is a result of: DEC 18 2013 (M a. Change in ownership of property/company ❑ b. Name change only ❑ c. Other (please explain): 2. New owner's name (name to be put on permit): Lowell Investments I, LLC DENR-WATER QUALITY POINT SOURCE BRANCH 3. New owner's or signing official's name and title (Person legally responsible for permit): 4. Mailing Address: Address: 5320 Old Pineville Rd Tom McKittrick Name Manager Title City: Charlotte State: NC Zip: 28217 Telephone #: 704-717-5520 Cell #: 704-609-1986 Email: tom@forsiteinc.com 1617 Mail Service Center, Raleigh, North Carolina 27699-1617 Telephone (919) 807-6300 FAX (919) 807-6489 An Equal Opportunity Affirmative Action Employer 50% recycled / 10% post -consumer paper THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL. REQUIRED ITEMS: 1. This completed application form 2. Legal documentation of the transfer of ownership (property deed, articles of incorporation, or sales agreement) CERTIFICATION: I, 7 o-mAS J. c err* eke' attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting informa• attachments are not included, this application package will be returned as incomplete. Signature: 1 Date: 42./7/ 3 THIS COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS: NC DENR / DWR / WQ Permitting Section 1617 Mail Service Center Raleigh, North Carolina 27699-1617 mpk / Revised 9/1/13 Please print or type in the unshaded areas only fill-in areas are spaced for elite type, i.e., 12 characters/inch). For Approved. OMB No. 2040-0086. Approval expires 5-31-92 FORM I GENERAL U.S. ENVIRONMENTAL PROTECTION AGENCY I. EPA I.D. NUMBER GENERAL INFORMATION TtA C ,�'EPA Consolidated Permits Program F NCD044444735 (Read the "General Instructions" before starting.) 1 2 13 14 15 LABEL ITEMS GENERAL INSTRUCTIONS I. EPA I.D. NUMBER If a preprinted label has been provided, affix it in the designated space. Review the information carefully; if any of it is III. FACILITY NAME incorrect cross through it and enter the correct data in the appropriate fill-in area below. Also, if any of the preprinted data is absent (the area to the left of the label V. FACILITY MAILING LIST space lists the information that should appear) please provide it in the proper fill - in area(s) below. If the label is complete and correct you need not complete Items I, III, V, and VI(except Vl-B which must be VI. FACILITY LOCATION II. POLLUTANT CHARACTERISTICS INSTRUCTIONS: Complete questions, you must submit this the supplemental form is attached. excluded from permit requirements; A through J to determine whether you need to submit any permit application forms form and the supplemental from listed in the parenthesis following the question. If you answer "no" to each question, you need not submit any of these forms. see Section C of the instructions. See also, Section D of the instructions completed regardless). Complete all items if no label has been proved. Refer to the instructions for detailed item descriptions and for the legal authorization under which this data is collected. to the EPA. If you answer "yes' to any Mark "X" in the box in the third column if You may answer "no" if your activity is for definitions of bold-faced terms. MARK"XFORM MARK "X" SPECIFIC QUESTIONS YES NO FORM ATTACHED SPECIFIC QUESTIONS YES NO ATTACHED A. Is this facility a publicly owned treatment works which results in a discharge to waters of the U.S.? (FORM 2A) B. Does or will this facility (either existing or proposed) include a concentrated animal feeding operation or aquatic animal production facility which results in a discharge ❑ �� ❑ 16 17 18 to waters of the U.S.? (FORM 2B) 19 20 21 C. Is this facility which currently results in discharges to waters of the U.S. other than D. Is this proposal facility (other than those described in A or 8 above) which will result in a discharge ❑ ��� ❑ those described in A or B above? (FORM 2E) 22 23 24 to waters of the U.S.? (FORM 2D) 25 26 27 E. Does or will this facility treat, store, or dispose of hazardous wastes? (FORM 3) F. Do you or will you inject at this facility industrial or municipal effluent below the lowermost stratum containing, within one quarter mile of the well bore, underground sources of drinking water? ❑ �� ❑ 28 29 30 (FORM 4) 31 32 33 G. Do you or will you inject at this facility any produced water other fluids which are brought to the surface in connection with conventional oil or natural gas production, inject fluids used for enhanced recovery of oil or natural gas, or inject fluids for storage of liquid hydrocarbons? H. Do you or will you inject at this facility fluids for special processes such as mining of sulfer by the Frasch process, solution mining of minerals, in situ combustion of fossil fuel, or recovery of geothermal energy? (FORM 4) ❑ �� ❑ (FORM 4) 34 35 36 37 38 39 I. Is this facility a proposed stationary source which is one of the 28 industrial categories listed in the instructions and which will potentially emit 100 tons per year of any air pollutant regulated under the Clean Air Act and may affect or be ❑ ��� ❑ J. Is this facility a proposed stationary source which is NOT one of the 28 industrial categories listed in the instructions and which will potentially emit 250 tons per year of any air pollutant regulated under the Clean Air Act and may affect ❑ 1►� ' ❑ located III. NAME C in an SKIP attainment area? FORM 5 OF FACILITY Kings Mountain Ventures 40 #1 (Current); 41 42 Lowell or be located in an attainment are? FORM 5 Investments 1(Proposed) 43 44 45 1 15 IV. 16-29 FACILITY 30 CONTACT 69 A. NAME & TITLE (last first, & title) B. PHONE (area code & no.) c Tom McKittrick, Lowell Investments 1, LLC 704 717 5520 2 15 V. FACILITY 16 MAILING ADDRESS 45 46 48 49 51 52 55 A. STREET OR P.O. BOX 5320 Old Pineville Rd. 3 15 16 45 B. CITY OR TOWN C. STATE D. ZIP CODE c Charlotte NC 28217 4 15 VI. 16 40 FACILITY LOCATION A. STREET, ROUTE NO. OR OTHER SPECIFIC IDENTIFIER 41 42 47 51 1602 N. Main Street 5 15 16 45 B. COUNTY NAME Gaston 46 70 C. CITY OR TOWN D. STATE E. ZIP CODE F. COUNTY CODE c Lowell NC 28098 37071 15 16 40 41 42 47 51 52 54 EPA FORM 3510-1 (8-90) CONTINUED ON REVERSE CONTINUED FROM THE FRONT VI!. SIC CODES (4-di•it, in order of •riori ) A. FIRST B. SECOND c (specify) To Be Determined 7 (specify) 15 16 17 15 16 19 C. THIRD D. FOURTH (specify) (specify) 1 7 15 VIII. 16 17 OPERATOR INFORMATION 15 16 19 A. NAME B. Is the name listed in Item c Kings Mountain Ventures #1 (Current Operator) VIII-A also the owner? 8 /I YES ❑ NO 18 19 55 C. STATUS OF OPERATOR (Enter the appropriate letter into the answer box; if "Other," specify.) D. PHONE (area code & no.) F = FEDERAL M = PUBLIC (other than federal or state) S = STATE O = OTHER (specify) P = PRIVATE p (specify) C 609 838 6051 A 56 22 25 15 16 18 19 21 E. STREET OR PO BOX 17A Marten Dr 26 55 F. CITY OR TOWN G. STATE H. ZIP CODE IX. INDIAN LAND c Hamilton NJ 08691 Is the facility located on Indian lands? ❑ YES ►ZI NO 15 X. 16 ao EXISTING ENVIRONMENTAL PERMITS A. NPDES (Discharges to Surface Water) 42 42 D. PSD (Air Emissions 47 51 from Proposed Sources) T I 9 1NC0005274 9P8 15 16 17 18 30 15 16 17 18 30 B. UIC (Underground Injection of Fluids E. OTHER (specify) (Specify) C T I C T 8 9 U 9 15 16 17 18 30 15 16 17 18 30 C. RCRA (Hazardous Wastes) E. OTHER (specify) (Specify) NCD044444735 T 9 R' 9 15 16 17 18 30 15 16 17 18 30 XI. MAP Attach to this application a topographic map of the show the outline of the facility, the location of each hazardous waste treatment, storage, or disposal facilities, rivers and other surface water bodies in the ma. area. XII. NATURE OF BUSINESS •rovide a brief descri•tion) area extending to at least one mile beyond property boundaries. The map must of its existing and proposed intake and discharge structures, each of its and each well where it injects fluids underground. Include all springs, See instructions for •revise re. uirements. To be determined. Business or businesses will utilize the existing wastewater treatment facilities for non - process wastewater disposal. XIII. CERTIFICATION see instructions I certify under penalty of law that i have personally all attachments and that, based on my inquiry of those; the application, 1 believe that the information is true; submitting false information, including the possibilit examiged and am familiar with the information submitted in this application and persons immediately responsible for obtaining the information contained in accurate and complete. i am aware that there are significant penalties for of fine and imprisonment. A. NAME & OFFICIAL TITLE (type or print) Tom McKittrick, Lowell Investments 1, LLC B. SIGNAT' RE ,. ., C. DATE SIGNED f i ' l 7.13 COMMENTS FOR OFFICIAL USE ONLY c / C 15 16 55 EPA FORM 3510-1 (8-90) Please print o type in the unshaded areas only. EPA ID Number(copyfrom Item 1 of Form 1) Form Approved. OMB No. 2040-0086. Approval expires 5-31-92. FORM 2E NPDES I. RECEIVING --,EPA Facilities Which Do Not Discharge Process Wastewater WATERS For this outfall, list the latitude and longitude, and name of the receiving water(s). Outfall Number (fist) Latitude Longitude Receiving Water (name) South Fork Catawba River Deg Min Sec Deg Min Sec 00:1 35 17 13 81 06 13 II. DISCHARGE DATE (/f a new discharger, the date you expect to begin discharging) III.TYPE OF WASTE A. Check the box(es) indicating the general type(s) of wastes discharged. Other Nonprocess Sanitary Wastes 0 Restaurant or Cafeteria Wastes ❑ Noncontact Cooling Water 0 Wastewater (identify) B. If any cooling water additives are used, list them here. Briefly describe their composition if this information is available. IV. EFFLUENT CHARACTERISTICS A. Existing Sources — Provide measurements for the parameters listed in the left-hand column below, unless waived by the permitting authority (see instructions). B. New Dischargers — Provide estimates for the parameters listed in the left-hand column below, unless waived by the permitting authority. Instead of the number of measurements taken, provide the source of estimated values (see instructions). Pollutant or Parameter (1) Maximum Daily Value (include units) (2) Average Daily Value (last year) (include units) (3) (or) (4) Number of Measurements Taken (last year) Source of Estimate (if new discharger) Mass Concentration Mass Concentration Biochemical Oxygen Demand (BOD) 329 lbs/day 123 lbs/day Total Suspended Solids (TSS) 501 lbs/day 156 lbs/day Fecal Coliform (if believed present or if sanitary waste is discharged) Total Residual Chlorine (if chlorine is used) Oil and Grease 'Chemical oxygen demand (COD) 'Total organic carbon (TOC) Ammonia (as N) Discharge Flow Value 0 . 20 MGD pH (give range) Value 6 - 9 Temperature (Winter) °C "C Temperature (Summer) 'C 'C 'If noncontact cooling water is discharged EPA Form 3510-2E (8-90) Page 1 of 2 V. Except for leaks or spills, will the discharge described in this form be intermittent or seasonal? D Yes E No If yes, briefly describe the frequency of flow and duration. VI. TREATMENT SYSTEM (Describe briefly any treatment system(s) used or to be used) The existing treatment facilities consist of an Equalization Tank, Neutralization Tank, Primary and Secondary Clarifiers, and Aeration Tank. The treatment system components to be used will be determined based upon the expected users of the wastewater plant and will be provided to DENR once they are known. VII. OTHER INFORMATION O.tional) Use the space below to expand upon any of the above questions or to bring to the attention of the reviewer any other information you feel should be considered in establishing permit limitations. Attach additional sheets, if necessary. The applicant wishes to renew the existing wastewater treatment facilty permit (NC 0005274) at the current permit limits for potential use for non -process wastewater for future users of the site. The current permit limits are as follows: Flow - 0.20 MGD (monthly average) BOD 5-day - 123 lbs/day monthly avg; 329 lbs/day daily max. TSS - 156 lbs/day monthly avg; 501 lbs/day daily max Total Phenolics - 1.67 lbs/day monthly avg. PAHs - 0.012 lbs/day (3.6 ug/1) monthly avg. Total Phosphorous - 7.6 lbs/day monthly avg. Total Nitrogen - 144 lbs/day monthly avg. The types of potential site uses and the expected wastewater characteristics are to be determined and will be provided to DENR once they are known. Effluent characteristics in Item IV are based upon the existing permitted levels. VIII. CERTIFICATION 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 fine and imprisonment for knowing violations. A. Name & Official Title Tom McKittrick, ow 11 Investments I, LLC B. Phone No. (area code & no.) (704) 717-5520 C. Signature D. Date Signed / 2- -/ -7 . / 3 er/i7.-------==.— EPA Form 3510-2E (8=90) Page 2 of 2 PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is executed and entered into by and between Kings Mountain Venture #1, LLC, a North Carolina limited liability company (hereinafter referred to as "Seller") and Lowell Investments I, LLC, a North Carolina limited liability company (hereinafter referred to as "Purchaser") as of December /7 , 2013 (the "Effective Date"). 1. Real Estate. Seller hereby agrees to sell and convey to Purchaser the land known as the former Yorkshire Americas Facility located in Lowell, North Carolina and containing 45+/- acres in Gaston County, State of North Carolina, being more particularly described on Exhibit "A", including all easements and appurtenances thereto and all buildings and improvements located thereon, all fixtures, whether denominated real or personal property, now existing or installed in or about such land and improvements, all equipment, machinery, appliances, furniture or other items of personal property (now existing or installed in or about such land and improvements) used or useful in connection with the operation, maintenance, repair or rental of such land and improvements relating to land and improvements, together with any and all transferable construction or equipment warranties relating to such land and improvements and Purchaser's existing NPDES Permit no. NC0005274 (the "Permit"), except for the excluded equipment set forth on Schedule "A" attached hereto (the `Excluded Equipment") (all of the foregoing other than the Excluded Equipment being collective referred to herein as the "Real Estate") on an "As Is, Where Is' basis. 2. Purchase Price. The purchase price for the Real Estate (the "Purchase Price") payable by Purchaser to Seller at Closing (described in Section 8 herein) by cashier's check, certified check, wire or other means acceptable to Seller and Purchaser. Purchaser shall deposit with Horack Talley Pharr & Lowndes, P.A. 301 South College Street, Suite 2600, Charlotte, North Carolina 28202, (704) 377-2500, (the "Escrow Agent") the non-refundable (except for a Seller default or title objection as provided below) sum of Twenty -Five Thousand Dollars ($25,000.00) upon execution and delivery of this Purchase Agreement (the "Earnest Money"). The Earnest Money shall be applied to the Purchase Price and shall be credited first to any portion thereof payable in cash at the time of Closing. The Earnest Money shall be returned immediately to Purchaser if Seller defaults hereunder beyond any applicable notice and cure period. 3. Additional Purchase Price. Purchaser shall use its best efforts to secure a project or projects with unaffiliated third parties that create a financial upside for Purchaser and Seller. Seller shall be able to participate in a portion of the revenue generally based on the following formula: • For any distributable profits that are generated on the project, the proceeds shall be distributed in the following manner: • Purchaser shall receive first any distributable profits equal to HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 1 • • All of Seller's covenants set forth in this Article 3 shall survive Closing. 4. Title. Purchaser has obtained at Purchaser's cost a preliminary title insurance commitment for the Real Estate (the "Commitment") attached hereto as Exhibit B. If the Real Estate has been encumbered with any new matters of record since the date of the Commitment objectionable to Purchaser, Seller shall satisfy Purchaser's objection to such title matters or Purchaser may terminate the Contract and receive a refund of the Earnest Money. 5. Representations and Warranties of Seller. ., Seller represents covenants and warrants to Purchaser, to Seller's actual knowledge without investigation or inquiry, as of the Effective Date and as of Closing, that: (a) Seller has_good, marketable and insurable title to the Real Estate, free and clear of all liens, encumbrances, covenants, conditions, restrictions, rights -of -way, easements and other matters affecting title, except as otherwise disclosed in the Commitment. (b) There are no pending, threatened or, so far as Seller is aware, contemplated public or private proceedings affecting title to the Real Estate or otherwise affecting the Real Estate, and in particular, Seller has not received written notice of any such existing or contemplated proceedings. The uses presently being made of the Real Estate conform to existing zoning laws. Seller has complied with all laws, ordinances, rules and regulations of any governmental agency or body having or asserting jurisdiction over the Real Estate, (c) Seller will immediately deliver to Purchaser copies of any notices sent to Seller relating to the Real Estate, including but not limited to notices relating to zoning, taxes, assessments, the availability or use of utilities and condemnation. (d) Seller makes no covenants, warranties or representations regarding the accuracy, completeness, or thoroughness of any documents provided to Purchaser pursuant to Section 4(a) above or otherwise provided in accordance with this Agreement, except that Seller will use good faith efforts to provide or make available to Purchaser a complete copy of all such documents in Seller's possession^or in Seller's reasonable con k. HTPL• 557317v5A (IPP Clean Final rev 12.17.13) 2 (e) At Closing, there will be no liens or claims against the Real Estate except the Permitted Exceptions shown on Exhibit B, hereinafter defined. (f) Seller has no knowledge of any matters relating to platting, subdivision, or zoning that would interfere with the use or development of the Real Estate for its current use by Purchaser after Closing. Seller will maintain at current levels all inventories, building supplies and personal property used in the normal maintenance, servicing, supplying and upkeep of the Real Estate, keep all insurance with respect to Real Estate in full force and effect, maintain the Real Estate in a reasonable, diligent and prudent manner, keep the Real Estate in its present physical condition, discharge Seller's responsibilities under all leases, comply with all contracts, all until the Closing Date, and Seller shall not modify or enter into any new lease or contract, without Purchaser's consent, that will survive the Closing. (h) Seller has full right, power and authority to enter into this Agreement and to consummate the transaction contemplated hereby. (g) .EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE 5, THE SALE OF THE REAL ESTATE IS AND WILL BE MADE ON AN "AS IS, WHERE IS" BASIS AND "WITH ALL FAULTS WITHOUT LIMITATION" BASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATION OR WARRANTY CONCERNING THE PHYSICAL CONDITIONS OF THE REAL ESTATE. PURCHASER IS ACQUIRING THE REAL ESTATE SOLELY ON THE BASIS OF ITS OWN PHYSICAL AND FINANCIAL EXAMINATIONS, REVIEWS AND INSPECTIONS. PURCHASER WAIVES ANY RIGHT IT OTHERWISE MAY HAVE AT LAW OR IN EQUITY INCLUDING WITHOUT LIMITATION, THE RIGHT TO SEEK DAMAGES FROM SELLER IN CONNECTION WITH THE PROPERTY. THE PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE CLOSING. 6. Representations and Warranties of Purchaser. Purchaser represents and warrants to Seller that the following will be true as of the Closing: (a) Purchaser is an entity duly organized and validly existing under the laws of the State of North Carolina. (b) Purchaser has full right, power and authority to enter into this Agreement and to perform its obligations hereunder. 7. Closing. Closing shall be through an escrow established with the Escrow Agent, and Closing shall take place not later than December 31, 2013, except as otherwise agreed to in writing by the parties (the "Closing Date"). Real estate taxes and all items of income and expense shall be prorated between the Purchaser and the Seller as of the Closing Date. All assessments made prior to and due and payable as of the Closing Date shall be paid by the Seller and all assessments made and/or due and payable after the Closing Date shall be paid HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 3 by the Purchaser. Seller shall pay the transfer taxes, deed stamps, one half of the escrow charges, Seller's attorneys' fees and other sums customarily paid by sellers of real estate in the county where the Real Estate is located. Purchaser shall pay for all costs associated with Purchaser's due diligence, the title search, commitment and policy fees (including any endorsements required by Purchaser and/or Purchaser's lender), the Survey, and all recording costs. Possession of the Real Estate shall be delivered to Purchaser at Closing in the same condition as the Real Estate is in on the date hereof, normal wear and tear excepted. Good, marketable and insurable fee simple title to the Real Estate shall be transferred by Seller to Purchaser at the Closing by a North Carolina Special Warranty Deed containing a legal description based upon Seller's source deed and the Survey, free of all liens, encumbrances, easements and other matters except for the Permitted Exceptions. Seller shall execute and deliver to Purchaser at Closing any affidavits and certificates reasonably and customarily required by the title company issuing the title insurance policy and any documents or reports required by law. Furthermore and as necessary, Seller shall deliver a bill of sale for all personal property conveyed under this Agreement, and a blanket assignment by Seller and acceptance by Purchaser of all contracts and leases which Purchaser agrees to assume, if any. The parties shall agree to apportion the Purchase Price between real property and personal property. 8. Subsequent Occurrences. If any portion of the Real Estate is condemned or taken by eminent domain proceedings by any public authority, or if any such proceedings are initiated against the Real Estate prior to Closing, then, at the option of either party, this Agreement shall terminate, the Earnest Money shall be returned to the Purchaser, and this Agreement shall be canceled with no further liability of either party to the other. If at any time prior to the date of the Closing any portion of the Real Estate is destroyed or damaged as a result of fire or any other casualty and is not fully repaired prior to the Closing, this Agreement shall terminate at the option of either party, the Earnest Money shall be returned to the Purchaser and this Agreement shall be canceled with no further liability of either party to the other. 9. Environmental. Seller has made available to Purchaser all information in Seller's possession pertaining to the environmental condition of the Real Estate. Seller has also allowed Purchaser reasonable access during the Inspection Period to the Real Estate to perform, at Purchaser's cost, a Phase I Environmental Site Assessment and any additional studies Purchaser or Purchaser's lender may reasonably require; including without limitation a Phase Il Environmental Site Assessment or the sampling of soil and groundwater. Purchaser has performed and completed all of its intended inspections, examinations and testing on the Real Estate and has satisfied itself as to all environmental and physical conditions related to the Real Estate. Purchaser further acknowledges that Purchaser is relying solely upon its own investigations and, notwithstanding anything to the contrary set forth in Article 5, Seller makes no representations of any kind with respect to any environmental conditions on or under the Real Estate. If requested by Purchaser, Seller will agree to reasonably cooperate with Purchaser's efforts to obtain a Brownfield Agreement. Purchaser shall restore the Real Estate to its prior condition as is reasonably possible after the completion of any such testing and shall keep the results confidential except as required by law. During the Inspection Period, Purchaser intends to send a letter to NC DENR Division of Water Quality requesting the Permit be modified to allow for the potential future reuse of the Permit, effectively reserving the discharge limits of the Permit. Seller has sent a letter to NC DENR in conjunction with Purchaser's letter indicating its support of Purchaser's efforts to preserve the Permit. This letter will in no way bind Purchaser to HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 4 any future requirements regarding the Permit, nor require Seller to request an extension or modification of the Permit With respect to any inspections conducted by Purchaser, its consultants, contractors, agents or representatives during the Inspection Period, such inspection shall be conducted during normal business hours with not less than five (5) days advance notice to Seller so that Seller will have the opportunity to have a representative present. As a condition precedent to any entry upon the Real Estate, Purchaser shall, or have its consultants, contractors, agents and/or representatives to, maintain and deliver to Seller, for Seller's reasonable approval, a certificate of insurance evidencing commercial general liability insurance of not less than $1,000,000.00, automobile liability insurance of not less than $1,000,000.00, worker's compensation with statutory limits and employer's liability of $1,000,000.00 and in such form as is customary and appropriate naming Seller and International Process Plants and Equipment Corp. as additional insureds. With respect to Remediation, Purchaser will agree to remove sludge from the settling tanks at its expense, and Seller will agree to remove all drums from building 18 at the Real Estate. Purchaser's covenant to remove the sludge from the settling tanks shall survive the Closing. Seller shall remove such drums from building 18 prior to Closing. 10. Permit. Purchaser acknowledges that the Permit is set to expire as of the Closing Date. To the extent that the Permit is permitted by the NCDENR to extend beyond the Closing Date or Purchaser is able to obtain an extension and/or modification of the Permit as of the Closing Date, Purchaser shall assume and thereafter comply with all of the permittee's terms, condition and obligations under the Permit. This covenant shall survive the Closing. 11. Excluded Equipment. Purchaser grants to Seller a period of one hundred and eighty (180) days from the Closing Date for Seller, at Seller's expense, to remove the Excluded Equipment from the Real Estate. Seller agrees to remove all Excluded Equipment within such 180 day period. The covenants set forth in this Article 11 shall survive Closing. 12. Release and Indemnification PURCHASER HEREBY RELEASES THE SELLER, ITS MEMBERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE "INDEMNIFIED PARTIES") FROM ALL CLAIMS WHICH PURCHASER OR ANY AGENT, REPRESENTATIVE, AFFILIATE, EMPLOYEE, DIRECTOR, OFFICER, PARTNER, MEMBER, SHAREHOLDER OR OTHER PERSON OR ENTITY ACTING ON BEHALF OF PURCHASER HAS OR MAY HAVE ARISING FROM OR RELATED TO ANY MATTER OR THING RELATED TO OR IN CONNECTION WITH THE REAL ESTATE, WHETHER KNOWN OR UNKNOWN, INCLUDING WITHOUT LIMITATION, THE ENVIRONMENTAL AND PHYSICAL CONDITIONS OF THE REAL ESTATE, THE DOCUMENTS OR INFORMATION REFERRED TO HEREIN, AND ANY DEFECTS, ERRORS OR OMISSIONS N THE DESIGN OR CONSTRUCTION OF ALL OR ANY PORTION OF THE REAL ESTATE. HTPL• 557317v5A (IPP Clean Final rev 12.17.13) 5 Effective as of the Closing Date, Purchaser shall indemnify, defend and hold harmless the Indemnified Parties from and against any and all claims, demands, causes of actions, liabilities, costs and expenses, including reasonable attorneys fees, arising out of or in connection with any environmental matters or conditions related to the Real Estate, whether or not related to events occurring before or after the Closing Date, including but not limited to, any violation or alleged violation of applicable federal, state or local environmental laws and regulations, 13. Brokers. Purchaser and Seller agree that no broker or finder has been involved in the transaction described in this Agreement. Further, Purchaser and Seller agree that in the event any broker, salesman or other person that is not otherwise referenced in this Agreement makes any claim for any commission or fee based upon the transfer to Purchaser of the Real Estate or any other items or interests contemplated by this Agreement that is not otherwise covered by this Agreement the party through whom said broker, salesman or other person makes its claims shall indemnify and hold harmless the other party from said claim and all liabilities, costs and expenses relating thereto, including reasonable attorney's fees, which may be incurred by such other party in connection with such claims. 14. Assignment. Purchaser shall have the right to assign this Agreement or any of its rights hereunder to a related party with the consent of Seller, which consent shall not be unreasonably withheld, provided that any such assignee agrees to assume all of Purchaser's obligations under this Agreement, including without limitation, all post -Closing covenants and obligations of the Purchaser. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors and assigns. 15. Notices and Calculation of Time Periods. All notices, requests and other communication under this Agreement shall be in writing and shall be sent by United States mail, registered or certified, return receipt requested, recognized courier prepaid or facsimile in accordance with the following instructions: To Seller: Kings Mountain Venture # 1 , LLC 17 A Marlen Drive Hamilton, NJ 08691 Facsimile: (609) 586-0002 Attention: Stanley Sackowitz Email: stans@ippe.com To Purchaser: Lowell Investments I, LLC c/o Forsite Development 5320 Old Pineville Road Charlotte, NC Facsimile: (704) 364-0900 Attention: Tom McKittrick Email: tom@forsiteinc.com HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 6 (fl (g) or such other person or address which Seller or Purchaser shall designate upon notice as herein provided. All such notices, requests, and other communications shall be deemed to have been sufficiently given for all purposes hereof on the date such notice is sent. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday for national banks in the location where the Real Estate is located, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday, nor legal holiday. 16. Access to the Real Estate. Purchaser shall have access to the Real Estate at all reasonable times prior to the Closing for the purpose of conducting at Purchaser's cost such inspections or inquiries as Purchaser may deem appropriate. Purchaser shall indemnify and hold Seller harmless as to any damage caused by Purchaser in making any such inspection, examination or testing, except to the extent that any intentional or negligent act on the part of the Seller or its agents or employees contributed to such damage. The preceding indemnification shall survive the expiration, termination and/or closing of this Agreement. 17. Miscellaneous. (a) This Agreement may be signed in counterparts. (b) Any litigation filed against the Purchaser related to or arising out of this Agreement shall be filed in the state or federal courts for Mecklenburg County, North Carolina. (c) Time is of the essence in this Agreement. (d) In the event any provision of this Agreement shall be held to be invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. (e) Upon a failure by Seller to perform as provided herein, Purchaser shall have all rights and remedies available at law or equity, including but not limited to monetary and specific performance remedies, and no such remedies shall be waived by the acceptance of returned Earnest Money. Upon a failure by Purchaser to perform as provided herein, Seller shall have as its sole remedy the right to retain the Earnest Money as liquidated damages. Neither Purchaser nor Seller shall disclose directly or indirectly the terms of this Agreement to any third party (other than their respective owners, employees, accountants, and lawyers) without the prior written consent of the other party, unless required by law. During the pendency of this Agreement, Purchaser shall have the right to erect, at its expense, a marketing sign on the Real Estate subject to any legal limitations and to remove any existing marketing signs. In the event Purchaser terminates HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 7 Date: / a Ill /l_3 this Agreement, Purchaser shall immediately remove such sign at Purchaser's sole cost. (h) Entire Agreement. This document contains the entire understanding and agreement between the parties hereto and all prior or contemporaneous oral or written agreements or instruments are merged herein and no amendment to this Agreement shall be effective unless the same is in writing and signed by both parties hereto. Both parties have participated in drafting and negotiating this Agreement and no interpretive presumption shall be drawn against either party by virtue of its role in drafting this Agreement. IN WITNESS WHEREOF, this Agreement has been executed by Seller and Purchaser. Seller: Kings Mountain Venture #1, LLC By: 6,004,42- Printed: V.,cy iv It+ Q Co i 4 L Title: Pr Purc aser: Low 11 Investments I, LLC Date: / Z `1 7 '/3 By. The following Exhibits are attached: Exhibit "A" — Description of Real Estate Schedule "A" — Excluded Equipment Exhibit "B" — Title Commitment FITPL: 557317v5A (IPP Clean Final rev 12.17.13) 8 Th • as McKittrick Its Manager STATE OF NEW JERSEY ) SS.: COUNTY OF MERCER ) BE IT REMEMBERED, that on this (7 day of December, 2013 , before me the subscriber, a Notary Public of the State of New Jersey, personally appeared RONALD GALE who I am satisfied is the individual mentioned in the within Instrument, to whom I first made known the contents thereof, and thereof he acknowledged that he signed, sealed and delivered the same as his voluntary act and deed for the uses and purposes therein expressed. C Notary Public State of New Jersey: ilette7IER NOTARY PUBLIC OF NEW JERSEY My Commission Expires 4/19/2016 STATE OF NORTH CAROLINA^ y COUNTY OF 7 l�-A1'il ) SS.: BE IT REMEMBERED, that on this _ day of1December, 2013, before me the subscriber, a Notary Public of the State of North Carolina, personally appeared fwho I am satisfied is the individual mentioned in the within Instrument, to whom I first made known the contents thereof, and thereof he acknowledged that he signed, sealed and delivered the same as his voluntary act and de for the uses and p rposQs they n expressed. / \ r Notary Public State of North Carolina: HTPL: 557317v5A (IPP Clean Final rev 12.17.13) .\\04"N0IN'H 0 '''i 1�% Notary public M@cnburg Count MY Commission Exp lres_ 2 09/23/2017 / /II', CAR Ok'' \\\ I 9 EXHIBIT "A" (Legal Description) TRACT 1: Beginning at an existing concrete monument on the right of way of Main Street, also known as Lowell Spencer Mountain Road (SR 2201), a common corner with Gaston Cosnty property, and with the Lowell Corporate Limits line N. 41°-16'- 38" E. 869.17' passing over an existing iron pin at 824.03' to a point at the bank of the South Fork of the Catawba River thence with the bank of the South Fork of the Catawba River S. 50°-37'-49" E. 850.03' to a point, thence leaving the river bank S. 40°-53'-39" W. 1033.31' to an existing iron pin on the right of way of Main Street, passing an existing concrete monument at 74.53' from the river bank, thence with the right of way of Main Sweet 12 calla as follows, S. 20°-51'-25" E. 114,21', S. 2D°-25'-33" E. 82.62', S. 22°-50'-51" E. 64.83', S. 27°-17'-05" E. 61.05', S. 31°-49'-39" E. 64.09', 5, 36'-00'-37" E. 59.74', S. 40'--07'-22" E. 51.03', S. 45°-02'-32" E. 76.72', S. 49`-46'- 03" E. 50.09', S. 54'-27'-37" E. 56.83'. S. 60'-24'-48" E. 87.98', S. 60`-43'-10" E. 131.05' to the point and place of beginning, containing 17.25 acres as shown on a survey prepared by Richard Boyd Brooks, PLS. TRACT 2: Beginning at an existing iron pin on the right of way of Main Street, also known as Lowell Spencer Mountain Road, said existing iron pin being the common corner between Tract I and Tract II of the Dyes 6 Chemical Corporation as described in Deed book 2432 page 433, thence from said beginning point N. 40'- 53'- 39" E. 1,033.31' passing over an existing concrete monument at 958.78' to a point on the bank of the South Fork of the Catawba River, thence along the bank of the South Fork of the Catawba River S. 53°-55'-38" E. 173.28' to a point on the bank thence continuing with the river bank S. 59°-50'- 03" E. 126.00' to a point in Houser Crook, thence leaving the river bank and with Houser Creek S. 17°-57'-54" W. 105.84' to a point in Houser Creek, thence leaving Houser Creek and with the Tolbert property as described in Deed book 2924 page 400 and Deed book 2814 page 99, S. 69`-22'-11" E. 184.79' to an existing iron pin, thence continuing with the Tolbert property 6 more lines, S. 41°-38'-59" E. 191.32', S. 11°-11'-14" E. 606.10' to an existing iron pin, thence S. 14°-36'- 12" E. 135.17' to an existing iron pin, thence S. 20°-58'- 22" E. 100.06' to an existing iron pin, thence S. 18°-25'-49" E. 199.88' to an existing iron pin, thence S. 72'-03'-11" W. 126.99' to a point in the centerline of Main Street passing an existing iron pin at 90.19', thence with the centerline of the road 16 calls, N. 48°-40'-24" W. 106.37', N. 59'-16'-50" W. 99.00', N. 69`"-05'-40" W. 99.81', N. 76°-04'-03" W. 99.84', N. 78°-38'-41" W. 99.85', N. 79'-05'- 02" W. 99.84', N 79°-05'-28" W. 100.02', N. 781- 59'-40" W. 100.00', N 78'-04'-56" W 99.90', N. 76°-02'-50" W 99.89', N. 68°-28'-51" W. 99.68', N. 58°-38'-26" W. 99.82', N. 48°- 58'-21" W. 99.87', N. 37°-45'-05" w. 99.96', N. 28°-23'- 19" W. 99.90', N. 23°-23'-35" W. 101.25', thence leaving the centerline of the road, N. 40°-53'- 39" E. 32.92' to the point and place of beginning, containing 27.75 acres as shown on a boundary survey by Richard Boyd Brooks, PEWS. HTPL: 557317v5A (IPP Clean Anal rev 12.17.13) 10 Schedule "A" (Schedule of Excluded Equipment) HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 11 KMV Keep List Revised 11-7-13 12/13/2013 Stock # 205163 PG MX SG DC SSG Cap 150 Description 150 Cu Ft 304SS Double Cone blender.92.5" outside diameter. Mounted on A frame stands, driven by a 20 hp gearhead Motor. Manufactured by Patterson Kelly, rated for 90 Ibs/cu.ft., with a shell turning speed of 7.3 rpm. 20 hp drive system by Foote Bros double reduction helical gear, 56 rpm out put with Steams brake. Internal finish PK semi luster 15-20 micro inch. 12'8.5" wide x 10'11' high x app. 78" deep. Notes BLDG 4 Floor 1 205164 MX DC 400 400 Cu Ft 304SS Double Cone Blender, 9' diameter. Mounted on A frame stands, driven by approx. 30 gearhead motor. 4 1 205169 MX RB SS 200 200 Cu Ft 304SS Ribbon mixer, hinged top, continuous double ribbon design, dual belt drives with a 10HP 3/60/230/460V, 21 rpm motor driving each end of the mixing shaft. 4 1 205173 PV SS 5 5HP,304S5 Mikro 2DH hammermill, with 0.027 screen. Screw feed design, gravity discharge. Unit belt driven by a 5HP 3/60/230/460Volt motor. With top mounted dump station & hood. 4 1 205183 GN 55 55 KW diesel powered generator, ONAN. Model # 55.0 KB-15R-9471 D. Serial # 0173557154. 501 hours on meter. 24 1 205196 PV SS 25 25HP Jacobson 304SS fine grind air swept mill, model 16H, serial # 39922. Approx 1000 CFM. Unit fine grinds and classifies. Features of this unit are Dust free operation, ease of mainteneance, and an exceptional ratio of product yeils to energy consumption. Simple adjustments to the machine allow for a narrow distibution range of output particles on wet, dry, fiberous, or heat sensitive materials. Capable of grinding down to the 5 micro range with maximum plates and speed. Mill speed of 1800 rpm, includes self contained lube system and volumetric feeder. Mian mill rotates counter clockwise and is belt driven by a 25 HP 3/60/230/460V motor through a lubricated shaft. All seals purged with air/nitrogen. On board oil system features 12 gallon lube oil storage tank with self contained pump & regulator including sight glass. On board Volumetric feeder, 304SS, features a 4" screw with a 12" x 16" hopper, is chain driven by a 1 hp electric motor through a gear box. 3 1 205466 FI PF 48 48" x 48' Shriver filter press complete with 67 chambers of polypropylene. recessed. gasketed plates with 1" recess for forming 2" thick cakes. Top center feed, 4 corner closed discharge design. Automatic closure complete with an electric/hydraulic power unit. Approx. 1675 sq. ft. filtration area and 124 cu. Ft. cake capacity. 5 205471 Fl PF 24 24" x 24" filter press complete with 26 chambers of polypropylene plates (1") and frames (2"). 2 corner open discharge design. Manual hydraulic closure. Approx. 130 sq. ft. filtration area and 11 cu. ft. cake capacity. 5 KMV CONFIDENTIAL 1 KMV Keep List Revised 11-7-13 12/13/2013 Stock # 205900 PG BO SG SM SSG Cap 24150 Description 24,150 Lbs/Hr @ 175 PSI, 700 HP York -Shipley, High Pressure, 500 series, packaged Horizontal Firetube boiler. Model number: SPH-700- N/2, Serial number 209203, with 3500 Sq Ft heating surface. #2 oil and natural gas fired, Firing Rate: 29400 C.F.H natual gas, Firing light oil is 206 G.P.H., 460 volts. 8000 cfm forced draft blower. Control circuit is 115V, 3/60/230. Overall Boiler dimensions are: 27' OAL x 8'7" OAW x 11'7" OAH, Dry weight is 51.700 lbs. Burner manufactured by Shipley, Nameplate information; Size:FA 700, Type N/2, Serial # 88-17348 Motor Hp 40. volts 460, 3 ph, 60 Hz. Burner motor current 52 amps, Control circut 15 amps. Firing Rate; 29400M BTUH, 29400 Gas. 206 GPH, Max low fire rate : 48 GPH. UL Listing #AD279129 4.D Gas , 4.D oil. "oil not heavier than #2" Notes BLDG Utilities Floor 205906 TK SS 1800 1800 Gallon,304 SS, vertical mix tank with half pipe coil jacket. mounted on legs. Manufactured by Whiting Metals, Serial # F 5800, NB # 1050. Vessel rated for atmospheric. jacket rated for 90 psi at 350 degrees F. 76" diameter x 7' straight side with weld dish heads. 20" manway, two 4" and two 2" top openings. Chemineer flange mount drive, Model # 3HTA-7.5, Serial # 196610-1, driven by a 7.5 hp. 1800 rpm electric motor. 56 rpm gearbox output. 8 blade turbine agitation. Packing gland on shaft. 9 2nd 205907 FI PF 24 24" x 24" , polypro, plate and frame filter press. Manufactured by Shriver. 35 frames. 36 plates, 24" x 24" x 1". Ccorner feed and, 3 corner discharge. Air assist, manual hydraulic closure. Overall dimensions, 4' wide x 6' high x 153" long. Approximately 175 square feet filtration area and 7.1 cubic feet cake capacity. Filter rated for 100 psi operation. 9 2nd 205919 SP SC 24 24" diameter. 304SS single deck Sweco Separator, Model LS24S, Serial Number LS24-1089-139-F. Single deck wit top cover. Driven by a 1/3 HP 115 volt 1 phase Baidor motor. Mounted on a base with a flexible hose scew feeder Manufactured by AFC Spiratfeeder, that conveys material from a feed source and then drops the material into the top of the screener. Feeder has approx 8' flexible hose. 3 212609 SP SC 36 36" diameter, 304 SS, single deck screener. 36" wide x 54" deep x 7' 4" high, mounted on a carbon steel stand with forklift pockets for moving to various locations. 4 1 212614 PV SS 1 0.75 hp, 304 SS. Mikro Crusher, Manufactured by Micron Powder Systems. Model # 622122, serial # 931111E-1. 9" x 10" inlet opening, twin shaft with 5 rotating blades on each shaft, Driven by a Reliance duty master 0.75 hp motr at 1725 rpm through a Dodge Master XL Gearbox, size, FC56WC16A 18, serial # 2691229001RU, with a 97 rpm output. Mounted on a twin screw Mikro feeder, with two 3" diameter x 8" long screws. Overall dimensions 4' long x 2' wide x 2' high. 8 ' KMV CONFIDENTIAL KMV Keep List Revised 11-7-13 12/13/2013 Stock # 214771 PG AG SG DR SSG Cap 5 Description 5.0/2.5 hp, CS, two speed agitator drive system with motors and gear boxes. Drive manufactured by Pro Quip, Model # 5YGX708, Serial 10012-6, ratio 70:1, Driven by a 5.0/2.5 hp, 1745/875 rpm 460 volt AC motor. Mounted on tank tops with steel work and Cutler Hammer disconnect switch and start /stop station. No seal on shaft. OAL 80" long x 27" wide. Notes BLDG 3 Floor 9950018 LT 0 Clark GPX25 Forklift. SN GPX230-0957-7MOKOF. Weighs 87331bs. Rotating forks, barrel clamps, side shift. Formerly Gale Industrial Scrap Metal machine. LP Fuel. 3 IPP Use Only 214729 RE GL 1000 1000 Gallon glass lined reactor, manufactured by Pfaudler. Serial # S176-6149, NB # 37717. Vessel rated for 100 psi, jacket rated for 90 psi. 14" x 18" manhole with 4" sight glass, 4" outlet, 2", 4", & 8" inlets, 1.5" jacket connections. 4 3/8" drive nozzle. M MX 1500 Gallon, 304 SS vertical Cowles mixer. 5 1 & 3 KMV CONFIDENTIAL 3 HTPL• 557317v5A (IPP Clean Final rev 12.17.13) EXHIBIT "B" (Title Commitment) 12 Chicago Title insurance Company ALTA Commitment Form Commitment Number: 13-24156CH ALTA Commitment Form COMMITMENT FOR TITLE INSURANCE issued by CHICAGO TITLE INSURANCE COMPANY CHICAGO TITLE INSURANCE COMPANY, a Nebraska corporation (Company"), for a valuable consideration, commits to issue its policy or policies of title insurance. as identified in Schedule A, in favor of the Proposed Insured named in Schedule A. as owner or mortgagee of the estate or interest in the land described or referred to in Schedule A, upon payment of the premiums and charges and compliance with the Requirements; all subject to the provisions of Schedules A and B and to the Conditions of this Commitment. This Commitment shall be effective only when the identity of the Proposed Insured and the amount of the policy or policies committed for have been inserted in Schedule A by the Company. All liability and obligation under this Commitment shall cease and terminate six (6) months after the Effective Date or when the policy or policies committed for shall issue. whichever first occurs. provided that the failure to issue the policy or policies is not the fault of the Company. The Company will provide a sample of the policy form upon request. This Commitment shall not be valid or binding until countersigned by a validating officer or authorized signatory. IN WITNESS WHEREOF. CHICAGO TITLE INSURANCE COMPANY has caused its corporate name and seal to be affixed by its duly authorized officers on the date shown in Schedule A. Countersigned By: Cynthia L. Sims Authorized Officer or Agent Chicago Title Insurance Company By: President Attest: Copyright American Land Title Association. Alt rights reserved. The use of this Form Is restricted to ALTA licensees and ALTA members In good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. Secretary ALTA Comtntment Form (06-17-06) 10104600024 doc / Updated 08.26-13 HTPL: 557317v5A (IPP Clean Final rev 12.17.13) Punted: 12-09.13 @ 03.21 PM Page 1 NC-CT-FSAC-01080 385389-13-24156CH 13 Chicago Tide insurance Company ALTA Commitment Form Commitment Number: 13-24156CH Order No. 13-24156CH SCHEDULE A ISSUING OFFICE: Chicago Title Company, LLC 200 South Tryon Street, Suite 800 Charlotte, NC 28202 Phone: (704)375-0700 Fax: (704)332-7509 1. Effective Date: December 2, 2013 at 05:OOPM 2. Policy or Policies to be issued: a. ALTA Owner's Policy (06-17-06) Proposed Insured: Buyer To Be Determined Policy Amount: To Be Determined b. ALTA Loan Policy (06-17-06) Proposed Insured: Lender To Be Determined, and/or its successors and assigns, as their interests may appear Policy Amount To Be Determined 3. The estate or interest in the land described or referred to in this Commitment is: Fee Simple 4. Title to the Fee Simple estate or interest in land is at the Effective Date vested in: Kings Mountain Venture #1. LLC, a North Carolina limited liability company Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. Ati other uses are prohibited. Reprinted under license from the American Land Title Association. ALTAComnrtment Form (06-17-06) Punted. 12.0913 © 0321PM 101046130024 dot J Updated 06.26.13 Pape 2 NC-C7-FSAC•01080 365389-13-24156CH HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 14 Chicago Title insurance Company Commitment Number: 13-24156CH ALTA Commitment Form 5. The land referred to in this Commitment is described as follows: Lying and being situate in Gaston County, North Carolina, and being more particularly described as follows: TRACT I: Uegirrir.g a: an ec::nr.x :.r.: trtr nn:, c::c::: :: t1,c tot.: of w.} of hlar. Stec:. also )s:ov,r, a Lcv:e l Spenser :ot:ntas. Poa1 {Si: 22:1 a cannier.:c net 'with Gaston Count) prope::5. and Hitt: the Lo•\el. f'nrperate 1..:zit :ine N at• - IC' - 35" E 569 ' 7 passng c•:r.7 an existing iror. pin at 824.03' u a point at the hack cf the Sou:h Folk of the Catawba P.i•e-. ,:nee u-tF. the Oz:k of the South Fork of t):e Cataa ba 1 r er S. 50' - 3 7 - 49' E. Sip,;l?' tea point. thence:ravic:8 the river bank S 40' — 53' - 39- :f !C33 31' , ar. ev.stni. iron y:n an the pelt of nay of Main Street. passing In es st:nF canc.-tic monlrncrt: at 14.53' from the rives bast:. tierce t:,th tn: right o: way ci Mai:t Stitt :2 calls as ration's. S. 2C' - 5 i' - 25' E 1:4.21'. S 21.1' - 25'-33 F. 5262 S 2l'- 50'-51-r S+.E.''.S 27°-17-05'E 61.05'.S 3i•- .:9 - 39' F 64 09'. S 36' OV - 3 ; 59.74 . S 40' .37 - 22" E. 51.03' S. 45: - C2' - 32 E 76.7 . S. 49' - 46' -- C3" E 50 09', S. 5:' - 27 - 3 7" E. 56.53', S. - 24' - 43" E 57 95'. S. l`•rl' :3 10" E 131.35' to ;tiepin: and place of beginra►c. comsat g i 7.25 a -es a; shown an a't.r. e5 cpa-ell by Richard Boyd Brock', PiS TRACTII: Regs.:i ;g a: an existing ::xt pis v. the ribti of u:, of Mai:; St e:. also isewr. a. I.rs 1: S ercer Mnar:tam Road, said existing iron pin being the eomunCr.:omen between Tract 1 and Tract :1 of the Dyes b C:i i- cal Cc ;..atnei at described Dees:- ct:4_2 page 413, -er.a fie.., said beg:rstie..gpaint '.'.+C.' 53' -39' I: i,033.11' passing we.: a.; ersung conzete nucr,t.n:cn: al 955.75' to a point cr. the bark, o: tins Soo. Fork of tl:e Catawba River. thence a1•Nag trio balk of he South. Fork of the Catawba River S. 53' - 5.i' - 3E' E :73 29' to a point on the bask thence :c:.:is utne u$h tt- rive: brat. S 59' - 5C' - 03- a 126.00 to a point to Neuter Clerk. galore :cni:tg the riper hack ar.5 with Houser Creek S 17' - 57' - 54" W. :05.54 to a p..'lrt is House: ("trek. tlal.r:rani: t- Hesse: Creek an: with the To:bcrt prep ray as dcu::beC in Deed bock. ck 2924 page 40. r.d Deed took 2814 page 99 5. 69` -:2 - : 1 E 154.79 to a: exist:.4 non pin Rite.:- :11:t:luring :kith the T ti:bent Copyright American Land Title Association. All rights reserved. The use of this Form Is restricted to ALTA licensees and ALTA members In good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment Form (06-17-06) Panned 12-09-13 03 21 PM 10104600024.doc / updated. 06.26.13 Page 3 NC-CT-FSAC-01080 365389-13-24156CH HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 15 Chicago Title Insurance Company ALTA Commitment Form Commitment Number: 13-24156CH rr _peer, 6 rr.et: !iLe:, S 3S - 59' E : 91 is S 1 .. i s _ 6 6.'.:I :o ar. e uting :-a:t pin t tz_c S 14' 35 • 1:' i . 5 1' to In ext:t,z; ter j thence S : ►' �f - t (,►:.Uri to tr, txat:t,g ccr. p r. fzets:e S ' Se - 25' -- 49" E :9% 45' t. y ectsarg iron pr., the..:e S - (03' - : 1' :4' 126 9Q x a;N.M.,- I Ir tTr r�rt nc of Mtn .once: pss:n_, acI c ct;trrs Itlr pin at 90.15', ..hen r a-th the cent:7113r ul"a.e rode: 1b call'. N 45` - - ?4' V: 106 37'. 3 59' - 16 'G" ,V 95 00% N. 69' " 05' - al' 'A' 99€i'.3 6'-04'-Ca V'..59c3,N 7=`-3b'-4t"tV.99E5',ti.'9'- (15 - 02' 1X. 99 84. N. 79' - 05' - 26" 1t' 1fC: J:. 2 'ti' :5i - 4t a" 1 JU 00', N 78' - OA' 56" W 99 90', N 76' - 02' 50" W. 9S.89', N 6E° - 2E' " 51- t1' 4. ff.' N 58'-38'-25.1% 9982',,N :;f•- YE' -11-'.t S'',N 37°-45'-05'W. 9996',N 251 23'-19' A' 99.50P,N.Z3`-23'•-35"d' 10:15,thence iea,ir.gtc.: cent::linc of she :cad, N. 4C' - _3 - 39' E. 32 92' to the point d place of beginning. costaitteg 27 75:ores ar shcvT ea a ;.,3.1" i cut:•ey h'{ R::):ard Bryd Brv:11ks. PLS T'c P,upct.. ca, also be des:rte3 zs being al. of :l c teal e;u:c cs :;. c ed by Deeds C rottmtoa Kn :u•1_s Cc:crl .r . irp.Irrcd TO Yorkshire Axertas, Llc : Snt:tta Gisela:4 enrpara.ar-. recorded iz tf.c earrci Crusty Ft.:suy ct Dc:cmLr. 21. 149 ir. flock 3J21 a Pager CC)! e::! :'535 Ter. me:es and :c.tad des rirtiar. ah-Ar is !Aro Acts IL: On: C:s,i Dee3 seer,:ded n: Ecek 3C25, Pace 0531 Tt c ar.•eJ r eprec D}• R lead bay: B ca►:a,?LS u-A:c4 is refcrcxed h5 the metes LA ttw:r.c dc. i;l:cs ,tsasc cant,: aia:t fri:y dauribcd v 'lest Pia! cartoaed 'ALT.A;ACS111acd Title Su«: eye fut ' c:k:J : e Arnericit, IG- .' datc.1 C):totrr 2'. 1 +Sy as Ian tee::cri Marl) ;4, END OF SCHEDULE A Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members In good standing as of the date of use. AO other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment Form (06-17-06) Printed 12-09.13 03 21 PM 101046D0024.doc l Updated: 06-26-13 Page 4 NC-CT-FSAC-01080 365389-13-24156CH HTPL:557317v5A (IPP Clean Final rev 12.17.13) 16 Chicago Title Insurance Company ALTA Commitment Form Commitment Number: 13-24156CH SCHEDULE B - SECTION I REQUIREMENTS 1. Instrument(s) creating the estate or interest (Title) to be insured which must be executed, delivered and recorded in the Public Records of the appropriate county: (Note — A deed of trust securing a one -to -four -family residential property must be recorded prior to disbursement of funds. Prior approval of Company's underwriting counsel must be obtained for a deed of trust securing non one -to -four family residential property which will be recorded more than 30 days following funding of the loan.) a. Warranty Deed from the authorized manager(s) of Kings Mountain Venture #1. LLC, a North Carolina limited liability company to Buyer To Be Determined. b. Deed of Trust from the authorized officer(s)/manager(s)/partner(s) or the sole proprietor and spouse, if any, of Buyer To Be Determined to a Trustee for Lender To Be Determined securing an amount To Be Determined. NOTE: The drafting of a legal instrument which conveys an interest In real property, such as a deed or deed of trust, Is the practice of law by statute (NCGS 84-2.1) In North Carolina. Only an actual party to said instrument or a North Carolina licensed attorney on behalf of one of the parties can lawfully prepare a conveyance Instrument. 2. Cancellation, release, termination, discharge, or satisfaction of record of the following: (In the event the lien to be cancelled or satisfied secures a tine of credit. such'as a home equity line. or future advance loan: attomey to verify delivery of borrower's request to lender to freeze/close the account and release/cancel the deed of trust.) a. None. 3. Payment of the full consideration to or for the account of the grantor(s) or mortgagor(s). 4. Payment of all taxes (including deferred taxes) and assessments (pending or confirmed) which are or may become a lien on the Land and are due OR payable at time of recording of the instrument creating the interest to be insured. [PAYMENT OF 2013 TAXES] 5. Payment of any owners' association dues. charges, or assessments claimed or due and payable at time of recording of the instrument creating the interest to be insured. whether or not a claim of lien has been filed. if same are or may become a lien superior to the interest to be insured. Copyright American Land Tltie Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members In good standing as of the date of use. All otter uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment Form (08-17-08) Printed 12.09.13 03.21PM 1010481)0024 doc / Updated. 06.26.13 Page 5 NC-CT-FSAC-01080 365384-13.24158CH HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 17 Chicago Title Insurance Company ALTA Commitment Form Commitment Number: 13-24156CH 6. For insurance regarding priority of conveyance by seller to proposed insured owner over potential liens for labor, services or materials, including surveyors, architects, engineers and rental equipment (herein "liens") of seller, or priority of proposed Insured lender's deed of trust (once recorded) over said Hens of seller and/or construction borrower. receipt of applicable NCLTA form (or substantially similar form approved by Company counsel prior to closing), completed and executed by all required parties in compliance with the applicable form's instructions regarding same, as follows: For projects where labor, services or materials are first contracted for before April 1, 2013, or projects where no lien agent is required by NC law: • NCLTA Form 1, if no recent construction or addition of improvements on land, no executory contracts for improvements on land and no construction loan by signing owner or borrower is contemplated; • NCLTA Form 2. if construction on the land was recently completed; • NCLTA Form 3, if construction is in process or immediately contemplated (for loan. including construction financing). For projects where labor, services or materials are first contracted for April 1, 2013, or later, wherein a lien agent has been appointed: • NCLTA Form 5, Owner Affidavit and Indemnity Agreement when construction has been completed, is contemplated or currently underway and a mechanics lien agent has been appointed (in conjunction with NCLTA Forms 6and 7); • NCLTA Form 6, for waiver and release of lien rights by Potential Lien Claimants having filed notice(s) to lien agents (in conjunction with NCLTA Form 5); • NCLTA Form 7, for subordination of lien rights by Potential Lien Claimants having filed notice(s) to Lien agents to any deed of trust to be insured (in conjunction with NCLTA Form 5). In addition. if the proposed purchaser will be obtaining combined purchase and construction financing from proposed insured lender as a part of the transaction to be insured where labor. services. or material are first contracted for before April 1, 2013, or where no lien agent is required by NC law. proposed purchaser (construction loan borrower) must also provide duly completed and executed NCLTA Form 3. 7. If coverage is to include the priority as of the date of recording of the insured deed of trust for advances made after recording, the deed of trust must include notice that it will secure future obligations (including revolving line of credit, if applicable), state the maximum principal amount and, as applicable. state either (1) that all future obligations must be incurred within 30 years from the date thereof (in compliance with NCGS 45-67 et seq.) for future advance or construction loan transactions or (2) that it secures an equity line of credit and is govemed by the provisions of Chapter 45. Article 9 of the North Carolina General Statutes (NCGS 45-81 et seq.) for an equity line of credit. 8. Verification as of closing of (1) the due organization and good standing of Kings Mountain Venture #1, LLC, a North Carolina limited liability company (herein "Entity") in its state or country of organization, (2) recordation of certified copies of any articles or certificates of conversion. merger. or other change(s) of name since deed vesting Title in Entity or its predecessor(s) in the Office of the Register of Deeds of the county in which the Land is located. and (3) authority of individual(s) executing documents on behalf of Entity to enter into the transaction to be insured on its behalf. END OF SCHEDULE B - SECTION I Copyright American Land Title Association. AN rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. AU other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment Form (06-17-06) Printed: 12.09-13 Co 03:21 PM 10104600024.doc r Updated 06.26-13 Page 6 NC-CT-FSAC-01080 365369-13-24156CH HTPL: 557317v5A (1PP Clean Final rev 12.17.13) 18 Chicago Title insurance Company ALTA Commitment Form Commitment Number: 13.24156CH SCHEDULE B - SECTION 11 EXCEPTIONS Schedule B of the policy or policies to be issued will contain exceptions to the following matters unless the same are disposed of to the satisfaction of the Company: 1. Defects, liens. encumbrances, adverse claims or other matter, if any. created, first appearing in the public records or attaching subsequent to the Effective Date but prior to the date the proposed Insured acquires for value of record the estate or interest or mortgage thereon covered by this Commitment. 2. Taxes or assessments for the year 2014. and subsequent years, not yet due or payable. 3. Any discrepancy, conflict, access, shortage in area or boundary lines. encroachment. encumbrance, violation, variation, overlap. setback, easement or claims of easement, riparian right, and title to land within roads, ways, railroads, watercourses, burial grounds, marshes, dredged or filled areas or land below the mean highwater mark or within the bounds of any adjoining body of water. or other adverse circumstance affecting the Title that would be disclosed by a current inspection and accurate and complete land survey of the Land. 4. The correctness of the square footage/acreage computation contained in the description of the Land is not insured. 5. Easement(s) to Southern Power Company recorded in (a) Book 94, page 358; (b) Book 105, page 181; (c) Book 122. page 309; (d) Book 122, page 536; (e) Book 65. page 446 and (f) Book 177. page 362, Gaston County Registry. NOTE: This easement is a blanket or floating easement. This Policy insures against loss or damage sustained by reason of any final court order or judgment requiring the removal of the existing building improvements as the result of said improvements encroaching into said easement. 6. Easement(s) to Duke Power Company recorded in (a) Book 476, page 82; (b) Book 481, page 612; (c) Book 636. page 103; (d) Book 430, page 398; (e) Book 636, page 102 and (f) Book 840. page 575, Gaston County Registry. NOTE: This easement is a blanket or floating easement. This Policy insures against loss or damage sustained by reason of any final court order or judgment requiring the removal of the existing building improvements as the result of said improvements encroaching into said easement. 7. Conveyance of rights to pond and back water of the south fork of the Catawba River over Tract II, recorded in Book 94. page 85, Gaston CountyRegistry. however the Company hereby insures the Insured that the rights to pond and back water are no longer enforceable. 8. Reserves to Ranlo Manufacturing Company the right to empty dyestuffs. sewage and other waste material from its plant and properties into the stream running near the company's' septic tank, which stream runs into and across the insured premises. as recorded in Book 466, page 373, Gaston County Registry, however the Company hereby insures the Insured that the rights to empty dyestuffs. sewage and other waste material from its plant and properties into the stream are no longer enforceable. 9. Document recorded in Book 766, page 274 conveys a parcel including Tract II subject to the following: one-half acre cemetery. This Policy omits any covenant. condition restriction or reference based on race, color. religion. sex. handicap, familial status or national origin, unless and only to the extent that said covenant (a) is exempt under Chapter 42. Section 3607 of the United States Code, or (b) relates to handicap but does not discriminate against handicapped persons. This Policy insures against loss or damage sustain by reason of any final court order or judgment requiring the removal of the existing building improvements as the result of any rights associated with said cemetery. Copyright American Land Title Association. AU rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. 4. Ail UV ,A40 ALTA Commitment Form (06-17.06) Printed: 12-09.13 8t 03:21PM 10104610024.doc / Updated 06.26-13 Page 7 NC•CT•FSAC-0t080.365389-13-24156CH HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 19 Chicago Title Insurance Company ALTA Commitment Form Commitment Number: 13-24156CH 10. Rights of tenants in possession, as tenants only, under unrecorded leases. 11. Title to any portion of the Land Tying within the right of way of Main Street, also known as Lowell Spencer Mountain Road (SR 2201). 12. Riparian and/or littoral rights incident to the Land: rights of others in and to the continuous and uninterrupted flow of the waters bounding or crossing the Land: and title to any portion of the Land owned by any governmental entity including, but not limited to. marsh. dredged and/or filled areas and Land below the mean high-water mark. END OF SCHEDULE B - SECTION II Copyright American Land Title Association. All rights reserved. The use of this Form is restricted to ALTA licensees and ALTA members In good standing as at the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Assocation. J. ALTA Comntitment Form (06-11-08) Ratted 12.09-13 aft 03:21 PM 101046L10024 doc / Updated 06.26-13 Pape 8 NC-CT-FSAC-01080 365389-13-24156CH HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 20 Chicago Title insurance Company ALTA Commitment Form Commitment Number: 13-24156CH NOTES NOTE: NO CLOSING SERVICES INSURANCE: - As to the transaction for which this commitment is issued. the Company does not afford insured closing protection/closing services insurance absent revision of this commitment to include a statement that coverage is afforded to those parties identified in a separate North Carolina Title Insurance Rating Bureau NCTIRB-01-2003 Closing Protection Letter issued simultaneously with revision of the commitment. Any closing protection coverage or letter which heretofore may have been issued is hereby rescinded and shall not be effective as to this transaction. Any closing protection letter subsequently issued shall not be effective as to this transaction absent the accompanying requisite revision of this commitment. END OF NOTES Copyright American Land Title Association. All rights reserved. The use of this Form Is restricted to ALTA licensees and ALTA members In good standing as of the date or use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ANI 111 ♦v lA�l. tltll ALTA Comniitment Form (08.17-06) Printed: 12.09.13 J 03:21PM 10104600024.doc l Updated 06.26-13 Page 9 NC.CT.FSAC-01080 365389-13-24156CH HTPL: 557317v5A (IPP Clean Final rev 12.17.13) 21 Chicago Title Insurance Company ALTA Commitment Form Commitment Number: 13.24156CH CONDITIONS 1. The term mortgage, when used herein, shall include deed of trust, trust deed. or other security instrument. 2. If the proposed insured has or acquired actual knowledge of any defect, lien. encumbrance, adverse claim or other matter affecting the estate or interest or mortgage thereon covered by this Commitment other than those shown in Schedule B hereof, and shall fail to disclose such knowledge to the Company in writing, the Company shall be relieved from liability for any loss or damage resulting from any act of reliance hereon to the extent the Company is prejudiced by failure to so disclose such knowledge. if the proposed Insured shall disclose such knowledge to the Company. or if the Company otherwise acquires actual knowledge of any such defect. lien, encumbrance, adverse claim or other matter, the Company at its option may amend Schedule B of this Commitment accordingly, but such amendment shall not relieve the Company from liability previously Incurred pursuant to paragraph 3 of these Conditions. 3. Liability of the Company under this Commitment shall be only to the named proposed Insured and such parties included under the definition of Insured In the form of policy or policies committed for and only for actual loss Incurred in reliance hereon in undertaking in good faith (a) to comply with the requirements hereof, or (b) to eliminate exceptions shown in Schedule B, or (c) to acquire or create the estate or Interest or mortgage thereon covered by this Commitment. In no event shall such liability exceed the amount stated in Schedule A for the policy or policies committed for and such liability is subject to the insuring provisions and Conditions and the Exclusions from Coverage of the form of policy or policies committed for in favor of the proposed Insured which are hereby incorporated by reference and are made a part of this Commitment except as expressly modified herein. 4. This Commitment is a contract to issue one or more title Insurance policies and is not an abstract of title or a report of the condition of title. Any action or actions or rights of action that the proposed Insured may have or may bring against the Company arising out of the status of the title to the estate or interest or the status of the mortgage thereon covered by this Commitment must be based on and are subject to the provisions of this Commitment. 5. The policy to be issued contains an arbitration clause. All arbitrable matters when the Amount of insurance is Two Million And No/100 Dollars (S2.000.000) or less shall be arbitrated at the option of either the Company or the Insured as the exclusive remedy of the parties. You may review a copy of the arbitration rules at http://www.alta.orq. END OF CONDITIONS Copyright American Land Title Association. All rights reserved. The use of this Form Is restricted to ALTA ticensees and ALTA members in good standing as of the date of use. All other uses are prohibited. Reprinted under license from the American Land Title Association. ALTA Commitment Forrn (06-17-06) t0104600024 dot !Printed 365389. 3- 03 26C H Updated 06-26-13 ?age 10 HC.CT-FSAC-01080 365389.1324156CH HTPL: 557317v5A (iPP Clean Final rev 12.17.13) 22 KINGS MOUNTAIN VENTURE #1 LLC 17A Marlen Drive Hamilton, NJ 08691 Phone: (609) 586-8004 November 8, 2013 NCDENR Division of Water Resources Water Quality Permitting Section/Wastewater Branch 1617 Mail Center Raleigh, NC 27699-1617 Attn: Jeff Poupart Re: NPDES Permit no. NC0005274 Former Yorkshire Americas Site Lowell, Gaston County, North Carolina Dear Mr. Poupart: NOV1 2 2013 � V122013�lydi SOLACE_ Kings Mountain Venture #1, LLC ("KVM") is submitting this letter in support of a letter that has been sent to the Department regarding the above noted matter. KVM and Forsite Development, Inc. ("Forsite") have entered into an agreement for Forsite's purchase of the above noted property. In connection with this purchase, KVM understands that Forsite has sent a letter to the Department requesting that KVM's existing Permit no. NC0005274, which is due to expire on December 31, 2013, be placed into an "on hold" status in lieu of letting this permit expire. KVM supports this request by Forsite to extend the existing permit, as we believe may be of benefit in redeveloping the property. Sincerel Harold Bogatz General Counsel cc: Tom Belnick, NCDENR Forsite Development, Inc. : , G bliA4, 0 Forsite Development Inc. November 4, 2013 Mr. Jeff Poupart NCDENR/ Division of Water Resources Water Quality Permitting Section/ Wastewat r Branch 1617 Mail Service Center Raleigh, NC 27699-1617 P�1c6ol5zlY "yxoir 5320 Old Pineville Road I Charlotte, NC 28217 I T: 704.364.9100 I F: 704.364.0090 Via Federal Express Overnight Deli ►Y DENR-WATER QUALITY PO,h'_ "'7U < :'E 3RANCH RE: Reissuance of NPDES Permit NC0005274 — Kings Mountain Venture #1 Dear Mr. Poupart, The purpose of this letter is to inform you that a subsidiary of Forsite Development is currently under contract to purchase the former Yorkshire Americas facility located at 1601 N. Main Street - Lowell, NC. Background: Forsite is a Charlotte based real estate development firm primarily focused on Brownfield redevelopment projects in the Southeast. We are currently conducting due diligence on the facility. We are exploring various re -development scenarios, one of which would include reopening the WWTP facility. We believe the NPDES permit represents a substantial portion of this sites potential value and may be the single most important asset that would allow for the sites successful redevelopment. We are fully aware of the permits current status which is a Final Dump Permit set to expire on December 31st 2013. The current owner, Kings Mountain Venture #1 is carefully adhering to the permit requirements and should be complete with the discharge by year end. We are respectively requesting that NCDENR DWQ consider placing NPDES Permit # NC0005274 "on hold" in lieu of letting it complete expire. Once we have taken title to the site, we will carefully evaluate various options to determine the highest and best use for the site. If we elected to renew or modify the permit, we will discuss our plans with NCDENR and proceed with the most appropriate path forward. Please find attached a letter from the sites current owner, Kings Mountain Venture #1. LLC indicating their support of this request. Thank yo n advance for your consideration and please do not hesitate to call me direct at 704-717- 5520 h a r y questions. rds, McKi rick esident Forsite Development, Inc. Cc: Mike Templeton Tom Belnick !o ~ • f 3 ; 14- 10-117. S bu,t-LIA-- Yam; fie- . -t € cl-tAy#16(‘„.4,, • mC-805-Z`i F$� sAckk,sLccv:,:p\t- qr,..4 v4\0.1 ()_v_c_. I 1) ,4-- 0 c- ? Cis, krP-L-fu f. vN-3 <J,t43-‘K141 A:k1410--Zt- - Nam' V-t kN_O- f .�l o 1 QALL 4--e_t. Rcy- )A.c11- 4-1-64v24-L- oak-t2--A z,tkAth vvi-A-- ewv,-(JAJAA A1 s_A w. 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