NC0065307_Owner name Change_20080404

Michael F. Easley, Governor
William G. Ross Jr.,.Secmtary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins. Director
Division of Water Quality
April 4, 2008
JEREMIAH MAY
Worsley Operating Corporation
1610 US HIGHWAY 421
Wilmington NC 28401
Subject: NPDES Permit Modification- Name/Ownership Change
NAME — Scotchman #303
Permit# NCO065307
New Hanover County
Dear Mr. May:
Division personnel have reviewed and approved your request for name/ownership change of the
subject permit received on March 31, 2008. This permit modification documents the change of ownership
of the above reference facility.
Please find enclosed the revised permit. All other terms and conditions contained in the original permit
remain unchanged and in full effect. This modification is issued under the requirements of North Carolina
General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S.
Environmental Protection Agency.
If you have any questions concerning this permit modification, please contact the Point Source Branch
at [phone], extension 350.
Sincerely,
r : Coleen H. Sullins
cc: Central Files
Wilmington Regional Office, Surface Water Protection
Plan McPherson, NCDENR, DWQ, Budget (letter only)
NPDES File NCO065307
r.Caro inn
duaI27y
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Intemet h2o.enr.slate.nc.us 512 N. Salisbury St Raleigh, NC 27604 FAX [phone]
An Equal Opportunity/Affirmative Action Employer— 50% Ree/ded/100% Post Consumer Paper

Permit NCO065307
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations
promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution
Control Act, as amended, the
Worsley Operating Corporation
are hereby authorized to discharge wastewater from a facility located at the
Scotchman #303
1610 U.S. Highway 421
west of Wilmington
New Hanover County
to receiving waters designated as the Northeast Cape Fear River in the Cape Fear River Basin in
accordance with effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II,
III and IV hereof.
This permit shall become effective April 4, 2008.
This permit and authorization to discharge shall expire at midnight on December 31, 2011.
Signed this day April 4, 2008.
Xbr-'. Coleen H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NCO065307
SUPPLEMENT TO PERMIT COVER SHEET
All previous NPDES permits issued to this facility, whether for operation or discharge are
hereby revoked. As of this permit issuance, any previously issued permit bearing this
number is no longer effective. Therefore, the exclusive authority to operate and discharge
from this facility arises under the permit conditions, requirements, terms, and provisions
included herein.
The Worsley Companies, Inc. are hereby authorized to:
1. Continue to operate an existing 0.004 MGD wastewater treatment facility with the
following components:
♦ Grease trap
♦ Influent pump station
♦ Aeration basin
♦ Clarifier
♦ Chlorine disinfection
♦ Aerated sludge holding tank
♦ Flow recorder
♦ Effluent pump station
This facility is located west of Wilmington on U.S. Highway 421 at the Scotchman
#303 WWTP in New Hanover County.
2. Discharge from said wastewater treatment facility via outfall 001 at the location
specified on the attached map into the Northeast Cape Fear River, classified SC -Swamp
waters in the Cape Fear River Basin.

I Mwllisai
Discharge Lo
R.
Ili �41
It
KWITII:`�Ii-�00m
Quad: Castle Hayne, N.C.
NCO065307
Facility
Latitude: 34'15'10"
Longitude: 77'57'10"
Worsley Companies, Inc.
Location I DI!,
Stream Class: SC -Swamp
Dixie Boy #3 WVTIT
Subbasin: 30623
Receiving Stream: Northeast Cape Fear River
TNt)ifh
SCALE 1:24000

Permit NCO065307
A. (1.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS
During the period beginning on the effective date of this permit and lasting until expiration, the Permittee is
authorized to discharge from outfall 001. Such discharges shall be limited and monitored by the Permittee as
specified below.
EFFLUENT
LIMITS
MONITORING REQUIREMENTS
CHARACTERISTICS
(Parameter Codes)
Monthly
Daily;
Measurement
Sample Type
Sample Location
Averse
Maximum
Frequency
Flow
0.004 MGD
Continuous
Recording
Influent or Effluent
50050
BOD, 5 day (20°C)
30.0 mg/L
45.0 mg/L
Weekly
Grab
Effluent
00310
Total Suspended Solids
30.0 mg/L
45.0 mg/L
Weekly
Grab
Effluent
00530
NHs as N
2/Month
Grab
Effluent
00610
Dissolved Oxygeni
Weekly
Grab
Effluent
00300
Enterococci2 (geometric mean)
35 / 100 mL
276 / 100 mL
Weekly
Grab
Effluent
61211
Total Residual Chlorine3
13 µg/L
2/Week
Grab
Effluent
50060
Oil and Grease
30.0 mg/L
60.0 mg/L
Monthly
Grab
Influent and Effluent
00556
Temperature
Weekly
Grab
Effluent
00010
pH4
Weekly
Grab
Effluent
00400
Footnotes:
1. The daily average dissolved oxygen effluent concentration shall not be less than 5.0 mg/L.
2. The limit for Enterococci will become effective February 1, 2008.
3. The limit for total residual chlorine will become effective February 1, 2009, only if chlorine is used.
4. The pH shall not be less than 6.8 standard units nor greater than 8.5 standard units.
There shall be no discharge of floating solids or visible foam in other than trace amounts.

Permit NCO065307
A. (2.) WASTEWATER MANAGEMENT PLAN
No later than 180 days after the effective date of this permit, the Permittee shall submit to the Division a
wastewater management plan. The plan shall include, at a minimum, the following elements:
• Alternatives analysis. Conduct a technical and economic evaluation of connection to the
nearest municipal wastewater collection system. The analysis and report should be
consistent with the EAA guidance document provided by the Division.
• Facilities assessment. Describe deficiencies and operational difficulties in the existing
collection and treatment systems that inhibit performance and/or permit compliance.
Identify potential improvements to correct those deficiencies. At a minimum, evaluate the
following considerations:
• equipment repairs and preventative maintenance,
• removal of accumulated solids, wastes, other debris
• Optimization plan. Develop a plan for optimization, rehabilitation and/or replacement
of any system components necessary to achieve optimum performance. Identify specific
measures and key tasks, including those in the above facilities assessment, and provide an
estimated schedule for completion of each.
• Biosolids management plan. Develop an operations plan to be used (and describe the
procedures currently used) for managing septage / biomass in the treatment system,
including associated solids wasting and disposal, to promote optimum treatment system
performance. Identify operating parameters to be used and target values or ranges of
values where appropriate.
Submit the completed plan to: Mr. Edward Beck
NC DENR Wilmington Regional Office
127 Cardinal Drive Extension
Wilmington, NC 28405-2845
A. (3.) PERMIT RE -OPENER: TMDL IMPLEMENTATION
The Division may, upon written notification to the permittee, re -open this permit in order to incorporate
or modify effluent limitations, monitoring and reporting requirements, and other permit conditions when
it deems such action is necessary to implement TMDL(s) approved by the USEPA.

Michael F. Easley, Governor
William G. Ross Jr.. Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
Division of Water Quality
SURFACE WATER PROTECTION SECTION
PERMIT NAME/OWNERSHIP CHANGE FORM
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
N I C 10 10 1lc cJ O 3'IAj1 N I C I G
II. Permit status prior to status change.
a. Permit issued to (company name):
b. Person legally responsible for permit
First / MI 7 Last
Title
Permit Holder Mailing Address .
City State Zip
Phone Fax
c. Facility name (discharge):
d. Facility address: u L\Z\
� Address G A
City �� State Zip
e. Facility contact person: cT[s� �lCli� t J _ qn)1-
First / MI / Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: aQ Change in ownership of the facility
�( Name change of the facility or owner
If otherplease explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
RECEIVED
LIAR 3 f =
d. Facility name (discharge):
DENRaciWA :OUALITY
POINT SOURCE BRANCH
f. Facility contact person:
First / / Last
Z.� Title
2�`z�x X 7.c��
Permit Holder Mailing Address
boa► c a� V_-)ct — a8t\� Ln
City State Zip
(qtd '?�t5 -53Co
Phone E-mail Address
Address
tPy'r' v�[�ac. N' C o aL�`
City ,State . � Zip
\�
First / MI / t
Phone E-mail Address
Revised 7/2005

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information: (if different from the person legally responsible for the permit)
Permit contact: ` 5� Y �
First / MI / Last
Title
FO
Mailing Address
C' State Zip
Phone E-mail Address t
V. Will the permitted facility continue to conduct the same industrial activities conducted prior to
this ownership or name change?
Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION II'ILL BE RETURNED UNPROCESSED IF ITEMS ARE
INCOMPLETE OR MISSING.
This completed application is required for both name change and/or ownership change requests.
Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill
of sale) is required for an ownership change request. Articles of incorporation are not sufficient for
an ownership change.
....................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and the new
applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification
is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, U.') Of, e` 4 kt `F \ �= , attest that this application for a name/ownership
change has beenWCS�19-ature
e and complete to the best of my knowledge. I understand that if all required
parts of thi apleted and that if all required supporting information is not included, this
applicatio c' omplete.
-m 0 �
Date
APPLICANT CERTIFICATION:
I, -NO, -) ��*�? , attest that this application for a name/ownership
change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required
parts of this application are not completed and that if all required supporting information is not included, this
application package will be returned as incomplete.
3
ignature Date
....................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Revised 7/2005

C200809700584
SOSID: 0347272
Date Filed: 3/27/200811:55:00 AM
Elaine F. Marshall
North Carolina Secretary of State
C200808700584
State of Nord: Carolina
Department of the Secretary of State
ARTICLES OF MERGER
Pursuant to North Carolina General Statute Sections 55-1 I.05(a) and 57C-9A-22(a), the undersigned
North Carolina corporation does hereby submit the following Articles of Merger as the surviving business
entity in a merger between a North Carolina corporation and a North Carolina limited liability company.
1. The name of the surviving entity is Worsley Operating Corporation, a corporation organized under
the laws of the State of North Carolina
2. The address of the surviving entity is:
Street Address: 10 S. Cardin t Dave,.__ City: wilrnirnuton
State: N4a Carolina zip Code: Z PA03 County: New Hanover
3. The name of the merged entity is WOC Southeast integrated, LLC, a limited liability company
organized under the laws of the State of North Carolina.
4. A Plan of Merger has been duly approved in the manner required by law by each of the business
entities participating in the merger.
5. The text of each amendment, if any, to the Articles of incorporation of the surviving entity, as
provided in the Plan of Merger, is attached.
b. These articles will be effective upon filing.
This the 22�day of ; 2048.
WORSL 00PERATINQ CORPORATION
By:
Name: off, Title: inancial Officer
wrsR 3822742VI
1-NY122791"J

EXECUTION COPY
BILL OF SALE
Bill of Sale, dated as of [ 1, 2008 (this `Bill of Sale"), is between WOC
Southeast Integrated, LLC, a North Carolina limited liability company (the "Buyer"), Springer -
Eubank Company, a North Carolina corporation ("Springer"), Worsley Companies, Inc., a
North Carolina corporation ("WCI"), Entrepreneur, Inc., a North Carolina corporation
("Entrepreneur"), Worsley Group, LLC, a North Carolina limited liability company ("WGL"),
W. Cecil Worsley III ("Cecil III"), Marian Rae Worsley ("Marian"), Walter Cecil Worsley, Jr.
Revocable Trust ("Cecil JW' and, together with Springer, WCI, Entrepreneur, WGL, Cecil III
and Marian, the "Sellers"). Capitalized terms used herein but not defined herein shall have the
meanings ascribed to such terms in the Purchase Agreement as amended, modified,
supplemented or joined to through the date hereof (as defined below).
WHEREAS, pursuant to that certain Purchase Agreement, dated as of the date hereof (the
"Purchase Agreement"), among the Sellers, Nancy Worsley Cotten, the Marian Rae Worsley
Revocable Trust, Worsley Operating Corporation, the Buyer, WOC SE Integrated Corp, CW's
Travel Center, LLC, W. Charter Ltd. and Village Pantries Holding Corp., the Sellers have agreed
to sell, assign, transfer, convey and deliver to the Buyer, and the Buyer has agreed to purchase,
acquire and accept from the Sellers, for the consideration and upon the terms and conditions set
forth in the Purchase Agreement, all of the Sellers' right, title and interest in, to and under the
Purchased Assets.
NOW, THEREFORE, in consideration of the representations, warranties, covenants and
agreements contained in the Purchase Agreement and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, and pursuant to the Purchase
Agreement, the parties hereto hereby agree as follows:
1. The Sellers hereby sell, assign, transfer, convey and deliver to the Buyer, effective
as of 12:01 am EST on the date hereof, all of the Sellers' right, title and interest in, to and under
the Purchased Assets.
2. Nothing in this Bill of Sale shall be deemed to supersede, enlarge or modify any
of the provisions of the Purchase Agreement, all of which shall survive the execution and
delivery of this Bill of Sale as provided in, and subject to the limitations set forth in, the Purchase
Agreement. If any conflict exists between the terms of this Bill of Sale and the terms of the
Purchase Agreement, the terms of the Purchase Agreement shall govern and control.
3. All of the terms and provisions of this Bill of Sale shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns.
4. Without limitation of paragraph 3 hereof, no provision of this Bill of Sale is
intended to confer upon any Person other than the parties hereto any rights or remedies
hereunder.
5. This Bill of Sale shall be governed by and interpreted and enforced in accordance
with the Laws of the State of North Carolina, without giving effect to any choice of Law or

conflicts of Law rules or provisions (whether of the State of North Carolina or any other
jurisdiction) that would cause the application of the Laws of a jurisdiction other than the State of
North Carolina.
6. This Bill of Sale may be executed in counterparts, and any party hereto may
execute any such counterpart, each of which when executed and delivered shall be deemed to be
an original and all of which counterparts taken together shall constitute but one and the same
instrument. This Bill of Sale shall become effective when each party hereto shall have received
a counterpart hereof signed by the other party hereto. The parties agree that the delivery of this
Bill of Sale may be effected by means of an exchange of facsimile signatures.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLAND]
1-NY/2284814.1

IN WITNESS WHEREOF, the parties hereto have caused this Bill of Sale to be duly
executed by their respective authorized officers as of the date first written above,
SELLERS:
SPRINGEIR-,UN COMPANY
By:
Name: W. Cecil Worsley III
Title: President/CEO
WORSLEY CQMPANIES, INC.
By:
Name: W. Cecil Worsley III
Title: Vice President
ENTREPRENEUR, INC.
By:
Name: W. Cecil Worsley III
Title: President
WORSLEY GROUP, L C
/0--
'l .r
B
Y:
Name: W. Cecil Worsley III
Title: Manager
Wkeecil Worsley III
Marian Rae Worsley
91432.3 19ignature Page to Hill of Sale under OPA)

WALTER CyCIL WORSLEY JR. REVOCABLE TRUST
By:
Walter Cecil Worsley, II1, Successor Trustee
By:
Jams W. Narron, Successor Trustee
BUYER:
WOC Southeast Integrated, LLC
By: _
Name:
Title:
$1432 3 [Signature Page to Bill of Sale under OPAL

WALTER CECIL WORSLEY, JR. REVOCABLE TRUST
By:
Walter Cecil Worsley, III, Successor Trustee
.lames W. Narron, Successor Trustee
BUYER:
WOC Southeast Integrated, LLC
a--4xu
Name: Mike Archambault
Title: Vice President
[Signature page to Bill of Sale]