NC0006254_owner (name change)_20231011

,i STAT,
ROY COOPERI . Governor ''r _
ELIZABETH S. BISER'.�a
Secretary
RICHARD E. ROGERS,,JR. NORTH CAROLINA
Director Environmental Quality
PERMIT NAME/OWNERSHIP CHANGE FORM
CURRENT PERMIT INFORMATION:
Permit Number:
1. Facility Name
NC000/6/2/5/4
Patterson Mill
NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of:
X 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):
qlly:n1: Itf OMIIto]
or NCG5 / / / /
3. New owner's or signing official's name and title: Lyndon Sutliff
(Person legally responsible for permit)
4 Mailing address:
1427 Yadkin River Road
Vice President and General Manager
Paper and IPP Converting
(Title)
City: Lenoir
State: NC Zip Code: 28645 Phone: [phone]
E-mail address: [e-mail]
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 (such as a property deed, articles of
incorporation, or sales agreement)
[see reverse side of this page for signature requirements]
North Carolina Department of 6m ironniental Quality I DiN ision of Water Resources
Q�� _12 North Salisbun,' Street 1 1617 Mail Sen-ice Center I Raleigh. North Carolina 27699-1G17
D_ E 919.707.9000

Page 2 of 2
Applicant's Certification:
I, David Hallock , 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 and attachments are not included, this application
package will be returned as incomplete.
Signature:ZL��Date
10/11 /2023
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ / DWR / NPDES
1617 Mail Service Center
Raleigh, NC 27699-1617

Execution Version
BILL OF SALE
THIS BILL OF SALE (this "Bill of Sale"), dated February 22, 2021, is made and delivered by
National Packaging Services Corporation, a Wisconsin corporation ("NPS"), Blue Ridge Tissue
Corporation, a Wisconsin corporation ("BRT'), NPS of WI, LLC, a Wisconsin limited liability company
(together with NPS and BRT, the "Sellers"), in favor of NPS Holdings LLC, a Delaware limited liability
company (the "Purchaser").
RECITALS
A. The Sellers and the Purchaser, together with NPT Holdings, Inc., a Wisconsin
corporation, are parties to that certain Asset Purchase Agreement dated January 29, 2021 (as amended,
modified or supplemented from time to time, the "Purchase Agreement"), providing for, among other
things, the purchase by the Purchaser of the Purchased Assets (as defined in the Purchase Agreement)
from the Sellers.
B. This Bill of Sale is being executed to evidence and effect the sale, transfer, assignment,
conveyance and delivery of the Purchased Assets to the Purchaser in accordance with the terms of the
Purchase Agreement.
C. Capitalized terms used and not defined herein shall have the respective meanings
ascribed thereto in the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and pursuant to the terms and conditions of the Purchase Agreement, the
Sellers hereby agree with the Purchaser as follows:
1. Bill of Sale from the Sellers. The Sellers hereby irrevocably sell, transfer, assign, convey
and deliver to the Purchaser in accordance with the terms and conditions of the Purchase Agreement, all
of the Sellers' right, title and interest in and to the Purchased Assets, free and clear of all Liens other than
Permitted Liens.
2. Retained Assets. The Purchaser will in no way purchase or acquire, or be construed to
have purchased or acquired (or to be obligated to purchase or to acquire), any right, title, ownership or
interest whatsoever in any of the Retained Assets.
3. Binding Effect. All of the Purchased Assets sold, transferred, assigned, conveyed and
delivered pursuant to .Section 1 are hereby sold, transferred; assigned, conveyed and delivered, or
intended so to be, unto the Purchaser and unto the Purchaser's successors and assigns forever, and this
Bill of Sale shall be binding on the Sellers and the Sellers' successors and assigns.
4. Further Assurances. From and after the Closing Date, at the request of the Purchaser, the
Sellers shall execute and deliver or cause to be executed and delivered to the Purchaser such other
agreements or instruments of transfer and assignment to the Purchaser in addition to those required by this
Bill of Sale, and take such other actions, as the Purchaser may reasonably request, in order to implement
the transactions contemplated by this Bill of Sale.
5. No Waiver or Modification; Subject to Purchase Agreement. Nothing contained in this
Bill of Sale shall be construed as a waiver of or limitation upon any of the rights or remedies of the parties
hereto as set forth in, or arising out of or otherwise in connection with, the Purchase Agreement, or any
instrument or document delivered by the parties hereto pursuant to the Purchase Agreement. This Bill of
NA1-1516152524v1

Sale is not intended to create any broader obligations of the parties hereto than those contemplated in the
Purchase Agreement, and in the event of any ambiguity or conflict between the terms hereof and the
Purchase Agreement, the terms of the Purchase Agreement shall be governing and controlling. No
supplement, modification or amendment of this Bill of Sale will be binding unless executed in writing by
each of the parties hereto. No waiver of any of the provisions of this Bill of Sale will be deemed to be or
will constitute a continuing waiver. No waiver will be binding unless executed in writing by the party
making the waiver. This Bill of Sale is subject to all of the representations, warranties, covenants,
exclusions, indemnities, conditions and limitations (including, without limitation, as to survivability) set
forth in the Purchase Agreement, all of which are incorporated herein by reference.
6. Heading-9. The headings contained in this Bill of Sale are included for purposes of
convenience only, and will not affect the meaning or interpretation of this Bill of Sale.
7. Governing Law. This Bill of Sale shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware without regard to principles of conflicts of law.
8. Counterparts. This Bill of Sale may be executed in one or more counterparts (including
facsimile or other electronically transmitted counterparts), each of which will be deemed an original, but
all of which together will constitute one and the same instrument.
[Signature Page Follows]
NAI-1516152524v1

IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the day and year
first above written.
THE PURCHASER:
NPS HOLDINGS L C
By:
Name: Sit -. Brown
Title: Authorized Signatory
By: #guwl JC�
Name: Matthew F. LeBaron
Title: Authorized Signatory
THE SELLERS:
NATIONAL PACKAGING SERVICES
CORPORATION
Name: Andrew F. Hetzel, Jr.
Title: President
BLUE RIDGE TISSUE CORPORATION
am
Name: Andrew F. Hetzel, Jr.
Title: President
NPS OF WI, LLC
Name: Andrew F. Hetzel, Jr.
Title: Manager
NAI-1516152524

IN WITNESS WHEREOF, the parties have executed this Bill of Sale as of the day and year
first above written.
THE PURCHASER:
NPS HOLDINGS LLC
ME
Name: Simon E. Brown
Title: Authorized Signatory
Name: Matthew F. LeBaron
Title: Authorized Signatory
THE SELLERS:
NATIONAL PACKAGING SERVICES
CORPORATION
By:. I-Lr
ame: Andrew F. Hetzel, Jr.
Title: President
BLUE RIDGE TISSUE CORPORATION
By. �
Name: Andrew F. Hetzel, Jr.
Title: President
NPS OF WI, LLC
By, -
Name: Andrew F. Hetzel, Jr.
Title: Manager
NAI-1516152524