NCS000229_Ownership Change Form

D
NOV - s 2017
November 16, 2017
Annette Lucas, PE
North Carolina Department of Environmental Quality
Energy, Mineral and Land Resources
Stormwater Program Manager
1612 Mail Service Center
Raleigh, NC 27699-1612
Subject: Permit Transfer
Westmoreland Partners, LLC — Roanoke Valley Energy Facility (ROVA)
Weldon, North Carolina; Halifax County
NPDES Stormwater Permit No. NCS000229
Dear Ms. Lucas,
The purpose of this letter is to notify you that ownership of the above entity has been transferred to
a new owner, ROVA Venture, LLC. The transaction occurred on October 20, 2017.
North Carolina Division of Energy, Mineral and Land Resources, Stormwater Section issued the
above listed NPDES Permit. ROVA Venture, LLC plans to close and dismantle the facility.
During this process, the facility will continue to operate in accordance with this permit and all
applicable State, Federal and local regulations. Enclosed please find a completed Permit
Name/Ownership Change Form and legal documentation of the transfer of ownership.
Please contact me at [phone] if you have any questions or comments with regard to this
transaction.
Sincerely,
to y Fjor
Chief Operating Officer
ROVA Venture, LLC

AmT4;'
Division of Energy, Mineral & Land Resources FOR AGENCY USE ONLY
•
®®
Date Received
Land Quality Section/Stormwater Permitting Year Month Day
NC®ENR
National Pollutant Discharge Elimination System
NorGoEvwrn�r+r
wNDor
C ODNRURAL R�sou F
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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 I S 10 1 0 10 12 12 1 9 1
1 N C G
II. Permit status prior to requested change.
a. Permit issued to (company name):
Westmoreland Partners LLC
b. Person legally responsible for permit:
Donald R Keisling
First MI Last
President
Title
290 Power Place
Permit Holder Mailing Address
Weldon NC 27890
City State Zip
[phone] ( )
Phone Fax
c. Facility name (discharge):
Roanoke Valley Energy Facility
rl Facility arlriri-cc:
290 Polver Pince
Address
Weldon NC 27890
City State Zip
e. Facility contact person-
Donald R Keisling [phone]
L7:.. rr pu
111 st / 1V11 Last inoric
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of:
❑ Change in ownership of the facility
® Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
d. Facility name (discharge):
e. Facility address:
RO V A Venture LLC:
Johnny Fjord
First MI Last /
Chief Operating Officer
Title
PO Box 31669
Permit Holder Mailing Address
Houston TX 77231
City State Zip
[phone] jfjord(a btusolutions.net
Phone E-mail Address
Roanoke Valley Energy Facility
290 Power Place
Address
Weldon NC 27890
City State Zip
f. Facility contact person: Johnny Fjord
First MI Last
[phone] jfjord(a btusolutions net
Phone E-mail Address
IV. Permit contact information (if different from the person legally responsible for the permit)
Revised Jan 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2of2
Permit contact: M -w z :1:)
First MI Last
Lo KI P-0 I _,t
Title
Mailing Address
CSA P P E Tx '-Ue(Pr02�j s
City State ip
( I) zLiz- r -z-9 L. m �enilcif) ng
Phone E-mail Address
V Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
❑ Yes
® No (please explain) Facility is being decomissioned. Plants will be dismantled and coal
removed from the plant site
ViRequired Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IE 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 pen -nit 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):
I, Donald R Keisling, 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 mi bmplete.
�C V V_4 III1-1 lZrli
Signature Date
APPLICANT CERTIFICATION
I, Johnny Fjord, 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. v
(Y�inature Date
....................................
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
- Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan 27. 2014

BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT
WESTMORELAND PARTNERS (Fk/a Westmoreland-Hadson Partners and
Westmoreland — LG&E Partners), a Virginia General Partnership ("Seller"), for good and
valuable consideration paid by ROVA VENTURE, LLC, a Delaware limited liability
company ("Purchaser"), the receipt and sufficiency of which are hereby acknowledged,
has sold, transferred, set over, and conveyed unto Purchaser all of its right, title, and
interest, if any, in and to the following described personal property and/or intangible
property located at or used in connection with the ownership, maintenance, or operation
of real property (the "Land") described in that certain Purchase and Sale Agreement
dated August 2, 2017 by and between Seller and Purchaser, as amended (the "Purchase
Agreement"):
1. To the extent assignable by Seller, all of Seller's right, title and interest in and to,
all of the furniture, fixtures, furnishings, machinery, equipment, turbines, generators,
emission control systems and vehicles owned by Seller and situated on the Land
which is used in connection with the maintenance, operation or management of the
above-described power generation facilities other than any coal sold to a third party
prior to the date hereof pursuant to Section 2.1(b) of the Purchase Agreement.
2. To the extent assignable by Seller, all rights in and to air rights, development
rights, zoning approvals and permits, environmental permits and registrations as
elected by Purchaser, rail service and access, utility service capacity, water supply
and discharge rights, sewer rights and drainage rights incidental to the Land
including, without limitation, all of the water and sanitary sewer discharge
treatment capacity allocated to the Land or owned and held by Seller for the use
and benefit thereof, all rights to the supply of off premises water for the operation
of the power generation facility, all rights to the treatment and discharge of water
used in the operation of the power generation facility, and all zoning and
development approvals or rights in respect thereto, and all other rights, privileges,
appurtenances and licenses owned by Seller and in any way related to the
foregoing, and including, without limitation, the permits set forth on Exhibit A
attached hereto and incorporated by this reference, to the fullest extent any of the
foregoing may be assigned by Seller, in each instance subject to any required
consent or approval right of any third party.
This Bill of Sale, Assignment and Assumption Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement after each party has executed such a counterpart.
Counterparts executed by "PDF" or facsimile shall be effective as original.
TO HAVE AND TO HOLD said Property to Purchaser as set forth herein, so that neither
Seller nor any person or persons claiming under Seller shall at any time by any means or
ways, have any right or title to said Property or any rights and appurtenances thereof.
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TNSS WHEREOF, the Seller and Purchaser have executed this agreement
as of thisaa'yof 0Q&j2\o P , 2017.
SELLER:
WESTMORELAND PARTNERS
(f/k/a Westmoreland-Hadson Partners and
Westmoreland-LG&E Partners),
a Virginia General Partnership, with authority
by Westmoreland Energy LLC, and WEI
Roarfeke-Dalley, Inc.
By: r t
Name; ennif • S. Grafton
Title:lbirectof of General Partnership
[ Signatures continue on following page ]
11425390v1

PURCHASER.
ROVA Venture, LLC,
a Delaware limited liability company
By: 1 �,
Name:
Title: Aut%orizcd Signa6ory
[ End of signatures ]
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EXHIBIT A
File Name
Data Room location
1992 Zoning Approval - ROVA2.pdf (actually ROVA1)
ROVA / LAND
1993 Zoning Approval - ROVA2.pdf
ROVA / LAND
1993 Zoning Approval Host line pdf
ROVA / LAND
ROVA1 Certificate of Public Necessity.pdf
ROVA / GOVERNMENT
ROVA2 Certificate of Public Necessity.pdf
ROVA/ GOVERNMENT
11425390v1