NC0083275_Permit Modification_20060519

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
May 19, 2006
John Gieser
DRG Harris LLC
9855 Warren H. Abernathy Hwy.
Spartanburg, S.C. 29301
Subject: NPDES Permit Modification
Permit NCO083275
Hams Plant on NC SR 1111
formerly Dan River Inc
Rutherford County
Dear Mr. Gieser.
Division personnel have reviewed and approved your request to transfer ownership of the subject permit,
received on May 19, 2006. This permit modification documents the change in ownership.
Please find enclosed the revised permit All other teems and conditions contained in the original permit remain
unchanged and in full effect This permit 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 (919)
733-5083 extension 363.
Sincerely,
Alan W. Klimek, P.E.
CC. Central Files
Asheville Regional Office/Surface Water Protection
NPDES Unit File
N�o°�`ItCarolina
dvatura 1
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Intemet h2o.enr.state.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX [phone]
An Equal Opportunity/Affirmative Action Employer-50% Recyded/10% Post Consumer Paper

Permit NCO083275
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
rEx�[T
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provisions of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
DRG HARRIS LLC
is hereby authorized to discharge wastewater from a facility located at the
Harris Plant
on NCSR 1111
south of Rutherfordton
Rutherford County
to receiving waters designated as Broad River in the Broad 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 May 19, 2006.
This permit and authorization to discharge shall expire at midnight on July 31, 2008.
Signed this day May 19, 2006.
Oa --'Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

Permit NC0083275
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.
is hereby authorized to:
1. Continue to operate an existing 0.91 MGD wastewater treatment facility consisting of:
• three static bar screens
• equalization/neutralization basin
• dual aeration basins with fine bubble diffusers
• two final clarifiers
• Parshall flume effluent meter
• sludge digester
• sludge holding tank
• standby generator
and located at the Harris Facility on NCSR 1111, south of Rutherfordton, Rutherford
County; and
2. Discharge wastewater from said treatment works at the location specified on the
attached map into the Broad River which is classified C waters in the Broad River
Basin.

r
x�
1
•
)r o 1 C
;\_ /
��
Outfa11001 S
W�-
O
)I
v", '1
n
DRG Harris LLC
State Grid/Quad: Fingmille/GlINW Latitude: 35012'23"N
Loneitude: 81053'15" W
Facility Lorstion
not to scale
Receivine Stream: Broad River Draioaee Basin: Bmad River
Stream Class: C Sub -Basin: 03-08-02
Jle^��
NPDES Permit No. NCO083275
Rutherford County

Permit NCO083275
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
CHARACTERISTICS
Limits
Monitoring Requirements
Monthly
Average
Daily
Maximum
Measurement
Frequency
Sample Type
Sample
Locationi
Flow
0.91
Continuous
Recording
I or E
BOD, 5-day (20*C)
140 lbs/day
272 lbs/day
Weekly
Composite
E
COD
2219lbs/day
3440lbs/day
Weekly
Composite
E
Total Suspended Residue
3221bs/day
7261bs/day
Weekly
Composite
E
Sulfide
7.0lbs/day
8.2lbs/day
Weekly
Grab
E
Phenols
3.51bs/day
8.21bs/day
Weekly
Grab
E
Total Chromium
3.5 lbs/day
8.2 lbs/day
Weekly
Composite
E
Oil and Grease
30.0 mg/L
60 mg/L
Weekly
Grab
E
Temperature
Weekly
Grab
E
pH2
3/Week
Grab
E
Total Nitrogen
Semi -Annually
Composite
E
Total Phosphorus
Semi -Annually
Composite
E
Conductivity
Monthly
Composite
E
Total Copper
Quarterly
Composite
E
Total Zinc
Quarterly
Composite
E
Color3 (April -October)
Monthly
Composite
E
Color3 (April -October)
Monthly
Grab
U,D
Chronic Toxicity4
Quarterly
Composite
E
Notes:
1. Sample Locations: E- Effluent, I- Influent, U-Upstream 100 feet upstream of discharge, D-Downstream
500 yards below discharge.
2. The pH shall not be less than 6.0 standard units nor greater than 9.0 standard units.
3. Refer to Special Condition A.(3.)
4. Chronic toxicity (CerWaphnia.) P/F at 0.75 %; March, June, September and December. See Special
Condition A. (2.)
There shall be no discharge of floating solids or visible foam in other than trace amounts.

Permit NCO083275
A. (2.) CHRONIC TOXICITY PERMIT LIMIT (QRTRLY)
The effluent discharge shall at no time exhibit observable inhibition of reproduction or significant
mortality to Ceriodaphnia dubia at an effluent concentration of 0.75 %.
The permit holder shall perform at a minimum, quariertr� monitoring using test procedures outlined in
the "North Carolina Ceriodaphnia Chronic Effluent Bioassay Procedure," Revised February 1998, or
subsequent versions or "North Carolina Phase II Chronic Whole Effluent Toxicity Test Procedure"
(Revised -February 1998) or subsequent versions. The tests will be performed during the months of
March, June, September and December. Effluent sampling for this testing shall be performed at the
NPDES permitted final effluent discharge below all treatment processes.
If the test procedure performed as the first test of any single quarter results in a failure or ChV below
the permit limit, then multiple -concentration testing shall be performed at a minimum, in each of the
two following months as described in "North Carolina Phase II Chronic Whole Effluent Toxicity Test
Procedure" (Revised -February 1998) or subsequent versions.
The chronic value for multiple concentration tests will be determined using the geometric mean of the
highest concentration having no detectable impairment of reproduction or survival and the lowest
concentration that does have a detectable impairment of reproduction or survival. The definition of
"detectable impairment," collection methods, exposure regimes, and further statistical methods are
specified in the "North Carolina Phase II Chronic Whole Effluent Toxicity Test Procedure" (Revised -
February 1998) or subsequent versions.
All toxicity testing results required as part of this permit condition will be entered on the Effluent
Discharge Monitoring Form (MR-1) for the months in which tests were performed, using the parameter
code TGP3B for the pass/fail results and THP3B for the Chronic Value. Additionally, DWQ Form AT-3
(original) is to be sent to the following address:
Attention: NC DENR / DWQ / Environmental Sciences Branch
1621 Mail Service Center
Raleigh, North Carolina 27699-1621
Completed Aquatic Toxicity Test Forms shall be filed with the Environmental Sciences Branch no later
than 30 days after the end of the reporting period for which the report is made.
Test data shall be complete, accurate, include all supporting chemical/physical measurements and all
concentration/response data, and be certified by laboratory supervisor and ORC or approved designate
signature. Total residual chlorine of the effluent toxicity sample must be measured and reported if
chlorine is employed for disinfection of the waste stream.
Should there be no discharge of flow from the facility during a month in which toxicity monitoring is
required, the permittee will complete the information located at the top of the aquatic toxicity (AT) test
form indicating the facility name, permit number, pipe number, county, and the month/year of the
report with the notation of "No Flow" in the comment area of the form. The report shall be submitted
to the Environmental Sciences Branch at the address cited above.
Should the permittee fail to monitor during a month in which toxicity monitoring is required,
monitoring will be required during the following month.
Should any test data from this monitoring requirement or tests performed by the North Carolina
Division of Water Quality indicate potential impacts to the receiving stream, this permit may be re-
opened and modified to include alternate monitoring requirements or limits.
NOTE: Failure to achieve test conditions as specified in the cited document, such as minimum control
organism survival, m;n;mum control organism reproduction, and appropriate environmental controls,
shall constitute an invalid test and will require immediate follow-up testing to be completed no later
than the last day of the month following the month of the initial monitoring.

Permit NCO083275
A. (3.) COLOR MONITORING
The permittee shall monitor color on a monthly basis during the summer season (April -October).
Monitoring will include effluent and instream sampling for ADMI color at natural pH. Effluent samples
shall consist of 24-hour composites, while stream samples shall be collected as grab.
If data shows that water quality standards for color are being violated by the discharge permitted by
the terms of this permit, then the Director may reopen this permit for the purpose of imposing a
requirement to perform a color reduction study pursuant to 15 A NCAC 2H. 0114.

Luisa M. Palomar -Walsh
Paralegal
Telephone: [phone]
Direct Fax: [phone]
[e-mail]
PARKER POEADAMS &BERNSTEtN LLP.
Attornrys and Counselors at law
May 16, 2006
North Carolina Department of Environment And Natural Resources
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Three Wachovia Center
Suite 3000
401 South Tryon Street
Charlotte, NC 28202-1935
Telephone [phone]
Fax [phone]
www.parkeTpoe.com
Re: RE: Dan River Incorporated - Harris Plant - Permit No. NC0083275.
Dear Sir/Madam:
Enclosed please find the above referenced NPDES permit which we are forwarding to
you on behalf of our client, DRG Harris. DRG Harris, in cooperation with the current permit
holder, Dan River Incorporated, has enclosed the appropriate documentation for the transfer of
this permit from Dan River Incorporated to DRG Harris.
Should you have any questions regarding the enclosed, please feel free to contact me at
the above stated number.
Sincerely,
Luisa M. Palomar -Walsh
_F.nr_.lnc»rP
LMP/
CHARLESTON, SC
COLUMBIA, SC
RALEIGH, NC
SPARTANBURG, SC
CLT 958406v2

Vkhad F. Easley, Gomm
North C>,relioe WIRM G. RMJr.. 9mewy
Dvuo'ma orFmhmmam aed Maw Rssanls
L Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
OM 0 10 1813 2 7 5 —TI-
II. Permit status Prior to status change.
a. Permit issued to (company name): Dan River Incorporated
b. Person legally responsible for permit: _Greg R. Boozer
Fust / MI / Last
Executive Vice President
c. Facility name (discharge):
d. Facility address:
e. Facility contact person
2291 Memorial Drive
Permit Holder Mailing Address
Danville Virginia 24541
City State Zip
[phone] [phone]
Phone Fa
Hams Plant on NC SR 1111
1843 Jack McKinney Road
Address
Rutherfordton NC 28139
City State Zip
Patty Gann [phone]
First / MI / Last
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of 0 Change in ownership of the facility
1�'otherplease explain: ❑ Name change of the facility or owner
b. Permit issued to (company name):
c. Person legally responsible for permit
d. Facility name (discharge):
e. Facility address:
f Facility contact person:
DRG Harris LLC
John H. Gieser
First / MI / Last
Vice President
9855 Warren H. Abernathy Highway
Permit Holder Mailing Address
Spartanburg SC
29301
City State
Zip
[phone] ieiesegibbsintemational com
Phone
E-mail address
Harris Plant on NC SR 1111
1843Jack McKinney
Road
Address
Rutherfordton
NC 28139
City
state Zip
John H.
Gieser
First / . MI /
Lest
[phone] ieieser(aleibbsinternationa] corn
Phone E-mail address
Revised 72005
CLT 953644v2

PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2of2
IV. Permit contact information: (if different from the person legally responsible for the permit)
Permit contact:
First / MI / Last -
Title
Mailing Address
City state Zip
Phone E-mail Address
V. Will the permitted facility continue to conduct the some industrial activities conducted prior to
this ownership or name change?
0 Yes
No (please explain) No gRerations are mnmLntly tol ing place at the facility. Plea, se ee the
attached letter.
VI. Required Items: TJVSAPPLICATION WILL BE RETURNED UNPROCESSED IFITEMSARE
INCOMPLETE OR MISSING:
0 This completed application is required for both name change and/or ownership change requests.
Cl Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a
bill of sale) is reQuPred 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.
PERMITTER CERTIFICATION (Permit holder prior to ownership change):
I, Oreg R. Boozer , attest that this application for a namelownership 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.
S/44/2— 00
Signature Date
APPLICANT CERTIFICATION:
1, John H. Gieser attest that this application for a name/ownership change has been reviewed and is accurate
Cite campletc 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.
4A
Signature ate
...........................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Water Quality
Surface Water Protection Section
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
CLT 9536402

ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement ("Agreement") is made as of December 1, 2005
("Effective Date"), by and between Dan River Inc., a Georgia corporation ("Seller"), and Gibbs
International, Inc., a South Carolina corporation ("Buyer").
Recitals. Seller desires to sell, and Buyer or its Assignees (defined below) desire to buy, certain
land, improvements, equipment, machinery and related assets from Seller on the terms and
conditions of this Agreement.
Now, therefore, in consideration of the recitals, the mutual promises in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which the parties
acknowledge, the parties agree as follows:
1. Definitions. The following terms shall have the following meanings in this Agreement:
a. "Accessory Plant" means Seller's plant located at 201 Stinson Drive, Danville, Virginia
24541.
b. "Assignee" means any Person that is a wholly -owned subsidiary of Buyer or is wholly -
owned by Jimmy I. Gibbs.
C. "Capital Maintenance Costs" means the cost to replace or substantially extend the life
of any existing asset, including equipment, utility systems, building systems, roads and/or
grounds.
d. "Carrying Costs" means all actual out-of-pocket costs of continuing the use or operation
of any existing utility equipment and systems, building equipment and systems, roads,
grounds and other aspects of a Facility, including all rent, insurance, maintenance, utilities,
security and ADT fire protection costs, but excluding (i) any Liabilities with respect to any
Release or under any Environmental Law and (ii) any Capital Maintenance Costs.
e. "Chemical" means any dye, solvent, cleaner, finish, lubricant, additive, textile process
chemical or other chemical, whether or not a Hazardous Material.
f. "Easement" means any recorded or unrecorded easement, right of way or servitude with
respect to real property.
g. "Encumbrance" means any charge, claim, community or other marital property interest,
equitable interest, lien, option, pledge, security interest, mortgage, deed of trust, right of first
option, right of first refusal, restriction, encroachment, covenant, condition, lease or other
encumbrance with respect to real or personal property.
h. "Environment" means soil, land surface or subsurface strata, surface waters,
groundwaters, drinking water supply, stream sediments, ambient air, buildings, plant and
animal life and any other environmental medium or natural resource.
CLT 917143v12

i. "Environmental Law" means any federal, state or local statute, law, rule, regulation or
order that relates to the protection of human health or the Environment or that regulates,
requires remediation of or requires notices with respect to any Hazardous Material or the
Release or threatened Release of any Hazardous Material.
j "Escrow Agent" means First American Title Insurance Company that is serving as the
escrow agent in connection with the transactions described in this Agreement in accordance
with the escrow agreement substantially in the form of Exhibit A attached to this Agreement
to be executed and delivered by the parties at the Closing ("Escrow Agreement').
k. "Harris Timber Contract" means the existing written contract dated June 10, 2005
between Mast Brothers Logging LLC, as buyer, and Seller, as seller, with respect to certain
timber located at the Harris Plant to be harvested.
1. "Hazardous Material" means any substance, material or waste which is regulated in any
way by any federal, state or local governmental body, including any material, substance or
waste that is defined as a "hazardous waste," "hazardous material," "hazardous substance,"
"extremely hazardous waste," "restricted hazardous waste," "contaminant," "toxic waste" or
"toxic substance" under any Environmental Law, and including petroleum, petroleum
products, asbestos, presumed asbestos -containing material or asbestos -containing material,
lead based paint, urea formaldehyde, polychlorinated biphenyls, mold and any biological
agent.
In. "Lea Warehouse" means Seller's leased space located at 874 Cahill Court:, Danville,
Virginia 24541.
n. "Liability" means any liability or obligation of any kind, character or description,
whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or
undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to
become due, vested or unvested, executory, determined, determinable or otherwise, and
whether or not the same is required to be accrued on any financial statements.
o. "Memorial Drive Contract" means the existing written contract dated June 7, 20053,
between Lucke E. Hipkins, as buyer, and Seller, as seller, with respect to the Memorial Drive
Parcel (defined below).
p. • "Memorial Drive Parcel" means the approximately 3.0 adre parcel located at the corner
of Memorial Drive and Bishop Road that is contiguous to the Schoolfield Complex (defined
below) and that is described in more detail in Schedule 1 attached to this Agreement (`Meal
Estate Schedule").
q. "Person" means an individual, partnership, corporation, business trust, limited liability
company, limited partnership, joint stock company, unincorporated association, joint venture,
governmental agency or other entity.
r.`.Piedmont Plant" means Seller's plant located at 922 Memorial Drive, Danville,
Virginia 24541.
2
CLT 917143A2

S. "Plants" means the Accessory Plant, the Piedmont Plant and the Riverside Plant.
t. "Record" means any document, notice or record of any kind, in tangible, electronic or
other form.
U. "Release" means any release, spill, emission, leaking, pumping, pouring, dumping,
emptying, injection, deposit, disposal, discharge, dispersal, leaching or migration on or into
the Environment or into or out of any property, including the presence of any Hazardous
Material at any location.
V. "Riverside Plant" means Seller's plant located on Memorial Drive, Danville, Virginia
24541.
W. "West Main Street Residence" means the approximately 0.81 acre parcel located at the
corner of Office Street and West Main Street that is contiguous to the Schoolfield Complex
and that is described in more detail in the Real Estate Schedule.
X. "West Main Street Residence Contract" means the existing written contract dated
August 3, 2005, between Allen Stone and/or Assigns, as buyer, and Seller, as seller, with
respect to the West Main Street Residence.
2. Purchase and Sale of Assets. Subject to the terms and conditions of this Agreement, at the
applicable Closing as set forth in Section 14 below, Seller will sell and assign to Buyer or to one
or more of Buyer's Assignees that Buyer designates in writing from time to time, and Buyer or
one or more of its Assignees will purchase from Seller, the following assets (collectively, the
"Assets!):
a. Real Property. The real property consisting of the following facilities and parcels, to be
more particularly described in new ALTA surveys Buyer (or its applicable Assignee(s)) will
obtain at or before the Closing as set forth in Section 14 below (collectively, the
"Facilities"):
i. The Schoolfield Complex located at 1100 West Main Street, Danville, Virginia
24541, consisting of approximately 95.93 acres and described in more detail on the
Real Estate Schedule, and ail associated land, buildings, fixtures, improvements, as -
built and other plans and drawings and maintenance logs ("Schoolfield Complex');
I The Harris Plant located at 1843 Jack McKinney Road Rutherford County, North
Carolina 28074, consisting of approximately 539.42 acres and described in more
detail on the Real Estate Schedule, and all associated land, buildings, fixtures,
improvements, as -built and other plans and drawings and maintenance logs ("Harris
Plant');
iii. The West Main Street Parcel, a parking lot Southeast of 1017 West Main Street,
Danville, Virginia 24541, more particularly shown on Map No. 10 by Dewberry and
Davis dated January 5, 1990, and consisting of approximately 2.7 acres (to be
subdivided out of an approximately 5.127 acre parcel) and described in more detail on
the Real Estate Schedule, and all associated land, buildings, fixtures, improvements,
3
CLT 917143A2

In witness whereof, the parties hereby execute this Agreement as of the Effective Date.
Dan River Inc.
By
Title: �VP
Attest:
By:
Title. „�1►-�c
(Corporate Sea])
Gibbs Intemational, Inc.
By:
John Gieser, Vice President
26
CLT 9171430

' f
In witness whereof, the parties hereby execute this Agreement as of the Effective Date.
Dan River Yno.
gy.
Title:
Attest:
Title:
(Corporate seal)
G bbS v1te173attOnal, Inc.
By:
olm 'seer, Vice President
26
CLT 9I714302

PARTIAL ASSIGNMENT OF ASSET PURCHASE AGREEMENT
THIS PARTIAL ASSIGNMENT OF ASSET PURCHASE AGREEMENT
("Assignment'} is executed the 29d' day of December, 2005, by GIBES INTERNATIONAL,
INC., a South Carolina corporation, ("Assignor") and by DRG HARRIS LLC, a South Carolina
limited liability company, ("Assignee");
MTMSSETH:
A. Assignor had entered into an ASSET PURCHASE AGREEMENT dated as of
December 1, 2005 ("APA'% with Assignor as the Buyer therein and Dan River Inc. ("Dan
River") as the Seller therein,'which provides for among other things the sale and purchase of the
Harris Plant defined in the APA (the "Harris Plant").
Assignor wishes to partially assign to Assignee the right to purchase the Harris Plant
(only) pursuant to the terms and provisions of the APA.
THEREFORE, the Assignor and the Assignee agree as follows:
Assignor hereby assigns to Assignee the right to purchase the Harris Plant as set forth in
and pursuant to the terms and provisions of the APA.
. IN WITNESS 'WHFREOF, the parties have executed this Assignment on the date above
written. .
GIBBS INTERNATIONAL, INC.
a South Carolina corporation
B•
Ti
CLT 925408v2
DRG HARRIS LLC
a South Carolina limited liability company
Ti e: