NC0004944_Owner Name Change_20180601

7401 Statesville Blvd
Salisbury, NC 28147
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i ' YYYY I .1
WATER TREATING, LLC
May 24, 2018
NCDEQ— Division of Water Resources RECEIVEDIDENR1®\NR
Attn: Mr. Charles Weaver juN 01 ,2018
Mr. Mike Templeton
1617 Mail Service Center water Resources
Raleigh, NC 27699-1617 Permitting Sectwn
RE: Permit Ownership Change
Permit No. NC0004944
Dear Mr. Weaver:
Please be advised that ownership has changed for the above referenced permit.
The former Durafiber Technologies facility has been sold to Salisbury Investments I,
LLC and the wastewater treatment plant on site is now operating under the name
Edge Water Treating, LLC. Attached is a copy of proof of purchase documentation.
Edge Water Treating intends to operate as a centralized waste treatment plant, and
is currently identifying waste streams in preparation for submitting appropriate
notification to NCDEQ to request update to this permit accordingly.
Please contact our environmental consultant Daniel Maiden at 336-486-8665 or
danielmaiden76 aC�.vahoo.com if you have any questions or need further information.
Sincerely,
Greg Coleman
General Manager
greq anforsiteinc.com
[phone]
Attachment

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Type: CONSOLIDATED REAL PROPERTY
See Addendum - Recorded:4/6/2018 12:28:28 PM
Fee Amt. $5,662.00 Page 1 of 24 •
Revenue Tax: $5,600.00 •
• Rowan, NC
• .1. E. Brindle Register of Deeds _
BK 1307 PG 44
This instrument was prepared by:
Henry 0. Boenning, Esquire
Archer&Greiner
A Professional Corporation •
One Centennial Square
Haddonfield, NJ 08033 •
•
After recording return to:
Vi rk. Pal teat,Thi g PALD_L•1 _
1300 Bax S-kith Sh 30 0
Ciao-rein k.tat. rig na Ll
parctl.nwmbu) 33r obv, 9a4 oar;
Wal otq; fro Oori 170 ot$1;lW 030 The above space reacrvcd for Recorder's use only.
D�1;r>�ucnk +axts,l r ,-b be paid bid The
Excise Tax. $ 5,too 0.00 Get rncl40-Mc G ,+&x Golkc.`k-or upon
disSPECIAL WARRANTY DE +ED C105 ill p►aecds
•
THIS SPECIAL WARRANTY DEED is made as of the 6th day of April , 2018,
by and between David W. Carickhoff,solely as chapter 7 trustee of the BANKRUPTCY
. ESTATES OF DURAFIBER TECHNOLOGIES (DFT) INC., ET AL(including but not limited
to DuraFiber Technologies (DFT)Operations,LLC, a Delaware limited liability company(f/k/a
Performance Fibers Operations, LLC) ("Grantor"),and SALISBURY INVESTMENTS I, LLC, a •
North Carolina limited liability company("Grantee"),whose mailing address is 5320 Old
Pineville Road, Charlotte,North Carolina 28217.
WITNESSETH,that Grantor, for and in consideration of the sum of Ten and No/l00
Dollars in hand paid by Grantee, the receipt whereof is hereby acknowledged, by these presents
does GRANT, BARGAIN, SELL, REMISE, RELEASE AND CONVEY unto Grantee, and to its
successors and assigns, FOREVER, the following described real estate, situated in the County of
Rowan and State of North Carolina known and described as follows, to wit: , •
See Exhibit "A"attached hereto and made a part hereof.
This conveyance is made pursuant to that certain Sale Order, attached hereto as
Exhibit "B", dated March 5, 2018, by the Honorable Christopher S. Sontchi, in connection with
Case No. 17-12143 under chapter 7 of the United States Bankruptcy Code, 11 U.S.C. §§ 101,et
seq., in the United States Bankruptcy Court for the District of Delaware, with respect to which
case the Trustee was appointed as chapter 7 trustee on October 11,2017, pursuant to section
701(a)of the Bankruptcy Code.
•
Submitted electronically by "Wyatt Early Harris wheeler LLP"
in compliance with North Carolina statutes governing recordable documents
and the terms of the submitter agreement with the Rowan county Register of Deeds.
Book' 1307 Page:44 Page 1 of 24

Together with all of Grantor's right,title and interest in the improvements, hereditaments,
easements and appurtenances thereunto belonging, or in anyway appertaining, and the reversion
and reversions, remainder and remainders, rents, issues and profits thereof,and all the estate,
right, title, interest, claim or demand whatsoever, either in law or equity of, in and to the above
described premises, with the improvements, hereditaments, easements and appurtenances
(collectively, the "Property"): TO HAVE AND TO HOLD the Property, unto Grantee, its
successors and assigns forever.
And Grantor, for itself, and its successors,docs covenant, promise and agree, to and with
Grantee, its successors and assigns, that it has not done or suffered to be done, anything whereby
the said premises hereby granted are, or may be, in any manner encumbered or charged, and
• WILL WARRANT AND DEFEND solely against all persons lawfully claiming or to claim the
same, by through or under it,and not otherwise.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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Book'1307 Page:44 Page 2 of 24

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IN WITNESS WHEREOF, Grantor has caused this instrument to be signed as of the day
and year first above written.
BANKRUPTCY ESTATES OF
DURAFIBER TECHNOLOGIES (DFT)
INC., ET AL(including but not limited to
DuraFiber Technologies(DFT) Operations,
LLC, a Delaware limited liability company
( 'k/a Performance Fibers Operations, LLC)
• 4 , I •
By: 1 VleA
David W. Cari. ho Tso ly as
chapter 7 trust.e
Send subsequent tax bills to:
Attention: Houston Roberts
Salisbury Investments I, LLC
5320 Old Pineville Road
Charlotte,NC 28217
STATE OF 1e..Ic t1h r _
:ss.
COUNTY OF ll J QU)
BE IT REMEMBERED that on this t-{ `iay of1''0 , 2018, before me, the
subscriber, the undersigned authority, personally appeared, avid W. Carickhoff, solely as
chapter 7 trustee of the BANKRUPTCY ESTATES OF DURAFIBER TECHNOLOGIES (DFT)
INC., ET AL(including but not limited to DuraFiber Technologies(DFT)Operations, LLC, a •
Delaware limited liability company(f/k/a Performance Fibers Operations, LLC), and I am
satisfied that he is the person who signed the within instrument, as chapter 7 trustee, and he
acknowledged that he signed and delivered the same as aforesaid; and that the within instrument
is the voluntary act and deed of David W. Carickhoff, solely as chapter 7 trustee of the
BANKRUPTCY ESTATES OF DURAFIBER TECHNOLOGIES (DFT) INC.,ET AL
(including but not limited to DuraFiber Technologies(DFT) Operations, LLC,a Delaware
limited liability company(filch Performance Fibers Operations, LLC).
Witness my hand and seal. i t
S.ALEXANDER FARIS,ESQ.
ATTORNEYAT--LAW Not. Public
Notary Public State of Delaware Printed Name: 5. 1 ,(etr.G„ �t s
Pursuant to 29 DeI.C.§4323(e)(3)
Commission Has No Expiration Date My Commission Expires: INf/
2I4205062v1
3 .
Book'1307 Page:44 Page 3 of 24

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Exhibit"A"
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Lying and being situate in Rowan County, North Carolina,and being more particularly described as
follows:
PARCEL 1:
Di/CUNNING at point in the anterline of Ute Wes-tent Carolina Railroad and'the
northern•'edge,of the pavement of USl:lighway 70(suid point being S 76-45 w 1,259 4
fed from a point at the intersection of the centerline of Highway SO1 and the-Northern
edge of the pa"voment of US Highway 70);thence with-the centerline of the-Western.
North Carolina-Railroad, N 70-27 W 176.5 fedi ton point In the oentedine-oUsald
railroad;thence S 5-58 W,'rsmsing new US:HIghwny 70 and partially with-'the line of
LA.Hildetbrand(now Cr formerly)and partially with the 1Vester°sido:of Hitdetbraad
Road 1,099(ea CO art iron pipe In Hltderbrand Road,LA:Uildcrbrand's coma'(now or
formerly); thence with the line,of L.A. lilidcebrand;(now or formerly) and T:11,
Hilderbrand(now or formerly), 5"87-17 D 912,2 feet to b concrete monument,T.H.
1111derbrnnd's.camer(now o:formerly)on the South side of a(arm road;thence throe
Ilnee with T.H.llliderbttutd(now or formerly)as follows:(1)-S 2-44 E3,303_feet to a
concrete monument,.(2)S 64.41E 363 feet to a cow:zero rnonurnant,and(3)S 86-33
passing over a concrete monunfent at 3,090 feet,a total distance of 3,130 foot,mora or
less,too point In the oerttaline of Second Creek;thence with the canicdine of Second
Creek in a Northeasterly dIrection,1,103 feet,Morn or less;to a point In the'center of.
• Second Creek,Poivins'corner'(now'or formerly);'thence two lines with Powlas(now or
formerly)as-follows:(1)41 31-5:4,W,pruitttg over a=cram monument al a distance of
40 feat,a total distance of 2,173.6 Cod,more or leis,to a'concma'moaurnant,and(2)N:
38.54,E 399,6 feet to a•polisi In the centerline of the Western North Cmiollaa Railroad;
thctito with the centerline,of the Western North Carolina Ralkond•N 82.24 W.160.6 feet'
to a•potat to-thocooler of bald-Railroad;thenco N 13.56 W 345.11ect to a concrete
monument;thence three lines with Wllllam 0,Graham(now or formerly)'as follotn:(I).
N 30;03W 900 fat to an eight inch walnut tree'ori the Eastern bink of brands,(2)N 10-
30 W 165,8 feet to•a ton Inds cedar tree, and (3)-N 9-09 f3 351 feet to a concrete,
rnonunscat in tire right of way of Now US'Highway•70,William 0,Graham's cornet
(now or formerly); thence crossing new US Highway 70 N 51.43 Lr 198.8 fest to a
'concrete monument.in R.M.Wnighti lion(now.or formerly);thence with the line of R.M.
Wrights(now or formerly)and M.D.Wrights(note or formerly);14 88-42 W 32 .5.feet to.
a concrete monument; M.D.'Wrights"(now or formerly) and 0.A..Wnghis.(noWor
fottverly)cooter;thence with 0:A.Wrights line(isow or.formcrly),N 89.29 W 210.5 feet
to a conaetc"iisontimint,O.A.Wrtghu comer(now or formecty)-in F'.H,Sstiervate's
Aim(now or formerly);thence with P.H.Satterwhite'i line(now or formerly);S 2-)3 W
74.3 feet to an Iromplpe In the Northern martin of the right ,of.yrap Of US Highway 70i"
thence two tlncs'with the Northern smirgla Of die right"of way of.US Highway 7t)as
follows: (1).S 79:38 W107.5 feet,:and(2) S.76.49,W 638 fort to a-stake, P.H.
Sottezwhlta's mnwr(nowor fotmaty);dance with S,atterwhite's line(nor or Cormerlv),
3 5.53 W crossing'new US 1llghway.70 1,193.4 feet to a point io th'e Cens 1llae of Our
Western North Carolina Railroad; thence wl0t the ceiterilno of the.Westcr-Nottti.
Carolina Railroad and Saferwhito's line(nosy or fonnedy),N 70-27.W.2,015.5 feet to
Use BEGINNING,containing 389,79.ucres as showa.on plat"of iurs-oy.by Hudson end.
Almond dated January,-1964. "-
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Book'1307 Page.44 Page 4 of 24

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Chicago Title Insurance Company ALTA Commitment for Title Insurance
Commitment Number: 18-04275CH
PARCEL 2:
IIEGINNINO.ai a point In the centerline of the Western North Carolina Railroad,said
point tieing on the Railroad Ilrldgo end Over tfu'oentero(Second Creek,and runs thane
seven linea with the centerline of Second Creek as followe:.(I)S 25-19 W 339.6 feet,(2)
S 47.36 W 302.4 feet,(3).5 54-48\V 375,feet,(4)S•65-14 W 376.6 feet:(5)S 33.00 W
W
106.4 feet,(6)S 41-35. 316.7 feet,and(7)5,40-50 W 296.3 fogt'to a point in the anter
line of Seeped Cree..,corner of.die property of FIIxi hidusuica.fee.(now or formerly) •
thence two lures with-Fiber Induatrte1,foe.(now;or formerly)as follows:(I j N 31.54 W,
passing-over ti conereteinonument'at 40 feel,a told distance of 2,173.6 feet toe concrete
monument,and(`2)N 3844 E 399.6 fat to a split;in the centerline of the Western North
Carolina Railroad;tis*with the csantaljno of tho•Westen'Noah Carolina Rellroad,S
87.24 B 1,067 feet to a railroad spike,the point of auvatu re thence contlnuing with the
Western North Carolina Railroad with a curve tb the right of the following throe dtords; •
(1)S 80-56 B200 feet,(2)S"76"E 200 feet,and(3)'S 64-20 B 589.2 feet to the point of
tangency In the centerline of the Wulern North Carolina Railroad; thence=Waiting
with the centerline of said Reihvad, S 57.18 I? 502.6 fat to the BEGINNING,
containing 70.04 acres.
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Book'1:307 Page:44 Page 5 of 24

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Chicago Title Insurance Company ALTA Commitment for Title Insurance
Commitment Number: 18-04275C11
PARCEL 3:
BEGINNING u an exTsting Iron pipe in the'VS/Cuero margin of the 60 foot right of way
• of the Lynn Road cul-de-sac common front corner of Lots 20 and 21,•aud running thence •
with the common line of Lots 20 and 21:two lines as fifllows:(I)S 63-5347 W 302.86
feet to on existing•iron.plpe,and(2)N 72.32-53 W 66.34 feet to a new iron pipe In the
Southeastern margin of the Dake Power Company transmission line easement recorded le
Deed Book 545,Page 106 In the Rowan County.Reglstry;thence a new line with said
margin of the easement,S 32-56.03 W246.22 feet to a new[tori pipe,common corner of
Themes L Brindle_(now"or formerly)and Margaret t;Rogers(now or formerly);thrice •
with the lino of Margaret L Rogers (now er formerly), N 69.26.54 W (passing a
sycamore 20 ife:he;lit diameter•nt 427.04 feet)a total distance of 456.52 feet to a point in
the conterilne of Second Creek:thence,six lines with the centerline of Second Creek as
follows:(1)N 10-48-14 feet to a point.(2)1410-29.46 E 114.60 feet 10•a point,
(3)N 28.50-20 E 318.37 feet to a point,(4)N 11.58-00.B 135.68 feet to a polnt,.(5)N
10.28.45 E•(pusing a point at 75.30 feel)a total distance of 180.89 feel to u point;and
(6)N 24-55-13 E 520.46 feet ton point,Domer of tis M.Dobbins (now or fe;nnerly);
thence.seven lines•with.tbo old channel of seennd (reek es:fotlows;••(l)S 73.28.30 B
(pissing a paint at 30 feet),a total•distatxa of 89 feet to an existing iron pipe,•.(2)S.87-
45.30 E 180.43 feet to tin existing iron[piipe,(3)S 80.17-09 E 121.09 feet to an existing
iron pipe,(4)N 6t4Ti-4'2.16.70.94 feet to an cxlstiAg Iron pipe;(5).N 41-34-00 11256.86
feet to on existing iron pipe,(6)N 65-4244 B 159.66 feet to an existing loin pipe,and(7)
N 43-05-41 E 147.85 feet to an existing iron pipe,a Corner of Dcbbins and the common
near corner of Lots 34 and 35;thence with the common line•ol Lott 34 and 35,S 31:20-
23'E 273.85 fed to ti now iron'pipe'in the Southeastern margl&of thc•Dukc I'owtr
Company uuasmluloo line casement recorded in Deed Door 545,-Page 106 Intho Rowan
County Registry;thence o new line with said ntaTgln of the'ensoiuertt 3 32-56-03 lY
1,308,45 feet to a now Iran pipe in the common line of Lots 21 and 22;dunce with the
common line of Lou 21 and 22,S 47.29.221319835 feet to an existing iron pipe In:the
Western margin of the right of way at the Lynn Road art do•sao and thaince with Said
right of way margin along a curve to the left,the rod'nss of whirls is SO feet(and the chord
of which Is S 0741.44 W55.86 feet);an aro distance of 59.27 feet to the BEGINNING,
containing 26.258 acres,and being'all of Lot 21 and pacts of Lots 20,2Z 23,32,33,ond
34 of Sprung Hills Subdivision as ahown[n the Book of Maps_at pogo 1663 and 1665 in'
the Rowan County Registry,and as shown on plat of°Liffey by Schultmburger Susveykir
Company dated April 124 1989.
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Book' 1307 Page:44 Page 6 of 24

Chicago Title Insurance Company ALTA Commitment for Title Insurance
Commitment Number: 18-04275CH
PARCEL 4:
BEGINNING at an existing iron in the Northwestern margin of the right of way of the
cul•do-sac of•Lyno Road,common front coma of Lots 21 and 22;and running thence
With the common line of Lots 21 and 22,N47-29-22 W 19826 feet to as existing lion in
the Southwestern margin of the 200 front right:of way-of Duke Power Company,coater
of Hoechst-Colnoeso,lnc:(now or furmerly,deed Book 646,Page 765);thence with said
right of way margin and the line of Hoechst-Celanese,lite.(now or formerly),N 32.56•
03 B 254.96 feet to a new Iron in the line of Lot 23;thence two lines with the common.
line of lots 22 and 23'as follows:(1)S 32.47-021-164.01 feet to an:exlstidg lion,and
(2)S 10-09-41 W.197.42 feet to an existing iron in the Northern margin of*might of
way of the cal-dc-see of Lynn Road;and thence with said right of way•margln along a
curve to the lett,the radius of which as 50 feet(and the ehoid,of which is S 71.16.02 W
-49.04 feel),an arc distance of 51.26 feet to the BEGINNING,containing 1,007_acmes,and
being part-of Lot 22 of Spring Huls Subdivision es shown in Book of Maps at page 1663
in the Rowan County Registry and as shown on•plat 'of survey by Shulenbutgcr•
Surveying Company dated September 28,1992.
PARCEL 6:
BEGINNING at-a•point at the intersection of the centerlines.of the Old US Highway 70
• and Highway 801, and rutu.thenoo•with,the centerline of Highway,SOLS 22-16 W'
1,674.2 feet to a point at'the lntersecdcin of Ilio centerline of.Highway•801 end the
Northern edge of the pavement of new US Highway 70;them*with the Northern edge of-
the pevemtonl'of now US Highway 70, S 76-45 W 1,239.4 feet to a Point at rho
Interseetlon of the centaslina of deo-Western North CatoIine-Railroad and the Northern
edge of the pavement of new US Highway,70;thence with the centerline of the Wateni
North Carolina Raiiroad,•S 70.27.5 2,015,5 feet toe point in the conic of bald railroad,
ionier of the properly of O.A.Wrights(now or formerly);thence With-0.A:Wrighu'lino-
(now or forrneely),N 5-53 G crossing US Highway 70,4,193,4 feet to O.A.Wrights'
maw(now or fomtedy)in the Northern margin of the.itg rt of way of US.highway 70;
thence.two lines with the Northern margin of US Highway.70.and with Wrights'_••line
(now or formerly)as follavrs:(t)N 76;49 E 618 foci and-(2).N 79.38 E 207.5 fat to cal
•hog pipe;"Wrights'tomes(now or formerly)in tha'Northern margin of US Righway 70;,
thence.v41 Wrights' Br* (now or formcely), N 2-13-B 603.1-fed•to a point in•the
cemedine of 01d US Highway 70;thence with the centerline of Old US Highway 70,N.
61.52 W 1;145.7 feet to the BEGINNING,containing 58.88 acres,mom alas."
LESS AND EXCEPT that portion of the pbovo described property.conveyed to.O.A.
Wrighu In Deed Book-485,Page'161 In the Rowan-County Registry and to Tho City of
Salisbury In Book 753,Page 2 In the Rowan County Registry.
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Book.1307 Page:44 Page 7 of 24

Chicago Title Insurance Company ALTA Commitment for Title Insurance
Commitment Number: 16.04275CH
PARCEL 6:
BEGINNING at an iron pipe, the common corner of Lots 30 and 40 in the Northern
margin of Wiltshire Place.said point being 112.74 feet in a Northwesterly direction ftom
theNcnhivesiern corner of the lntciscctio-of Wilshire Place.and Brookside Drive,crtd
running thence with the Northern•nwrgin of Wiltshire Place; d curved line in.a
Noithwcsterly direction 109 Fest to-ihe common corner of Lots 40 and 41-in the margin'
of Wiltshire Place;thanoo with the line of Lot 41,North 13 dcg.20 inin.Cast 1-41.2 lett
to an iron pipe,the rear common comer of Lots 41'told 40;thence South 72 deg.00 min,
East 122 foot to on Iron pipe,the rear conmtoa comer of Lots 39 and 40;thence with the -
linn of Lot 39,South 19 deg.41 min.\Vcsl 137 feet to tho B1301NNIN0 and being Lot 40
as shown on Map of part of Milford Hills by}hidaan and ALnond dated May, 1959 and
August,1959. -
Less and Except,
[>ropany conveyed to the Dcparmtcnt of.Trnnsportatlon by deeds recorded at Hoak-1046,
t>age634,and Book 1029,Page 991,Rowon County Registry.,
END OF SCHEDULE A
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Book'1307 Page:44 Page 8 of 24

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Exhibit"B" •
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u.) o
IN THE UNITED STATES BANKRUPTCY COURTcts
�\\
FOR THE DISTRICT OF DELAWARE o
• Iz �
w
z ¢
In re: Chapter 7 o
DURAF7BER TECHNOLOGIES (DR')INC., Case No. 17-12143(CSS) 11
eta!,,' (Jointly Administered)
Debtors.
Re:Dkt.No,160& 183 us toLI az
ORDER PURSUANT TO 11 U.S.C. §§ 105(a),363,AND 365 AND FEDERAL RULES OF
BANKRUPTCY PROCEDURE 2002,6004,6006 AND 9014(I) APPROVING THE SALE
OF THE DEBTORS' ASSETS RELATED TO THE SALISBURY FACILITY;(II)
APPROVING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY
CONTRACTS AND UNEXPIRED LEASES; (III)AUTHORIZING CONSUMMATION
OF A SALE TRANSACTION;AND(IV)GRANTING RELATED RELIEF
Upon the Motion (the "Motion") of David W. Carickhoff, the chapter '7 trustee (the
• "Trustee")of the bankruptcy estates(the"Estates")of the above-captioned debtors(collectively,
the"Debtors"), for Entry of an Order Pursuant To II U.S.C. §§ 105(a),363,and 365 and Federal
Rules of Bankruptcy Procedure 2002, 6004, 6006 and 9014 (I) Approving the Sale of the •
Debtors' Assets Related to the Salisbisry Facility; (I1) Approving the Assumption and
Assignment of Executory Contracts and Unexpired Leases; (III) Authorizing Consummation of
•
the Sale Transaction; And (IV) Granting Related Relief; and a hearing having been held on
March 5, 2018 (the"Sale Rearing") to consider approval of the sale of the Purchased Assets to
the Buyer (as well as the transfer, assumption and assignment of the Assigned Contracts to the
Buyer) pursuant to the terms and conditions of the Asset Purchase Agreement(as subsequently
'The debtors In these cases,slang with the Inst four digits of the federal tau identification number fcr each of the debtors,where
applIcable are:DuruFiber Technologies(DPT)Inc,(4879);DuraFiber Technologies(DFT)Enterprises,LLC(7294),DuraFiber
Technologies (OFT)Group, Inc.(6892);DuraFtber Technologies (OFT) Holdings (l, LLC(4643);) DuraFiber
Technologies Duraoier
(DFT) Mexico ServrceS Intermediate 11 Corp (6157): Dur,Fber Technologies (OFT) OP ):
Technologies (OFI•)Scottsboro,Inc.(4659);DuraFiber Technologies(OFT)Winfield,Inc. (9148);Ina Fibers Holding,LLC
(2889); DSE Holding Corp. (]031); DuraFiber Technologies (OFT) Mexico Services Intermediate I Corp (5900); DFT
Dural16er Technologies Holdings,Inc.(5953).
NY:995292.2
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Book 1307 Page:44 Page 9 of 24

t o
amended or modified, the "Purchase Agreement")2 by and between the Trustee and Salisbury
Investments I, LLC (the ")3uyer"); and adequate and sufficient notice of the Motion, and the
Purchase Agreement and this Sale Order having been given; and the Court having reviewed and
considered: (i) the Motion; (ii) the objections thereto, if any; and (iii) the arguments of counsel
made,and the evidence proffered or adduced, at the Sale Hearing or submitted in advance of the
Sale Hearing; and after due deliberation thereon; and good and sufficient cause appearing
therefor,it hereby is
FOUND AND DETERMINED THAT:
A. The findings and conclusions set forth herein constitute the Court's findings of
fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this
proceeding pursuant to Bankruptcy Rule 9014.To the extent any of the following findings of fact
constitute conclusions of law, they are adopted as such. To the extent any of the following
conclusions of law constitute findings of fact,they are adopted as such.
B. This Court has jurisdiction over the Motion and the transactions contemplated by
the Purchase Agreement (the ",Sale Transacjion") under 28 U.S.C. §§ 157 and 1334, and this
i
matter is a core proceeding under 28 U.S.C. § 157(b)(2)(A),(N) and (0). Venue of these cases
and the Motion in this District is proper under 28 U.S.C, §§ 1408 and 1409.
C. The statutory predicates for the relief sought in the Motion are sections 105(a), '
363, and 365 of the Bankruptcy Code, as complemented by Bankruptcy Rules 2002, 6004,6006
and 9014.
• ' Unless otherwise defined herein,all capitalized terms shalt have the meanings ascribed to them in the Motion.
or Purchase Agreement,as applicable.
2
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Book' 1307 Page.44 Page 10 of 24

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D. This Sale Order constitutes a final and appealable order within the meaning of 28
U S.C. § 158(a).
E. As evidenced by the affidavits or certificates of service filed with this Court: (i)
due, proper, timely, adequate and sufficient notice of the Motion, the Purchase Agreement, the
Sale Hearing, and the other relief granted herein, and a substantially similar form of this Sale
Order,have been provided in accordance with Bankruptcy Code sections 102(1), 105(a),363 and •
365 and Bankruptcy Rules 2002,6004 and 6006,as limited by the Court's Order on the Trustee's
Motion to Limit Notice; (ii)such notice- was good, sufficient and appropriate under the
circumstances;and (iii)no other or further notice of the Motion,the Sale Hearing,the sale of the
•
• Purchased Assets,and the other relief granted herein is or shall be required.
F. A reasonable opportunity to object and be heard with respect to the Motion and
the relief requested therein has been afforded to all known interested persons and entities,
including: (i)the Office of the United States Trustee for the District of Delaware;(ir) the Buyer; •
(iii)counsel to the Agent; (iv)any party known or reasonably believed to have asserted any lien,
claim, encumbrance, right of first refusal, or other interest in or upon any of the Purchased
Assets which are to be sold pursuant to the Purchase Agreement; (v) any party known or
reasonably believed to have expressed an interest in acquiring some or substantially all of the
Purchased Assets; (vi) the Internal Revenue Service; (vii) the United States Attorney's offices
for the District of Delaware;(viii)the North Carolina Department of Environmental Quality;and
(ix)the United States Environmental Protection Agency.
G. As demonstrated by the testimony and/or other evidence proffered or adduced at
the Sale Hearing or submitted by affidavit or declaration before the Sale Hearing,(1)the Trustee
has appropriately marketed the Purchased Assets under the circumstances;and(2)a full, fair and
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•
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1
•
reasonable opportunity has been given to any interested party to make a higher or better offer for
the Purchased Assets. ,
H. The Bid Procedures set forth in the Bid Procedures Order were non-collusive and ,
substantively and procedurally fair to all parties,
1. The Buyer(i) is purchasing the Purchased Assets in good faith and (ii) is a good
faith purchaser for value within the meaning of section 363(m) of the Bankruptcy Code and
therefore is entitled to the full protections of that provision and any other applicable or similar
bankruptcy or non-bankruptcy law. The Buyer otherwise has proceeded in good faith in all
respects in connection with this proceeding in that,among other things. (a)the Buyer recognized
that the Trustee was free to deal with any other party interested in acquiring the Purchased
Assets, (b)the Buyer was subjected to a bidding process designed to solicit competitive bids,(c) .
' all payments to be made by the Buyer in connection with the Purchase Agreement have been
disclosed,(d)the Buyer has not violated section 363(n)of the Bankruptcy Code by any action or
• inaction,and (e)the Purchase Agreement was negotiated,proposed and entered into in good faith
and from arm's-length bargaining positions with the parties represented by competent counsel of
their choosing.
J. The consideration provided by the Buyer pursuant to the Purchase Agreement is
fair and adequate and constitutes reasonably equivalent value and fair consideration tinder the
Bankruptcy Code and under the laws of the United States, any state, territory or possession
thereof or the District of Columbia (including the Uniform Fraudulent Transfer Act, Uniform
• Voidable Transactions Act, and the Uniform Fraudulent Conveyance Act). The Purchase
Agreement was not entered into, and neither the Trustee nor the Buyer has entered into the
4
. _ "i
Book' 1307 Page:44 Page 12 of 24

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Purchase Agreement or propose to consummate the Sale Transaction, for the purpose of
hindering,delaying or defrauding the Debtors'present or future creditors.
K. Subject to the entry of this Sale Order, the Trustee has full power and authority to
execute the Purchase Agreement and all other documents contemplated thereby, and the Sale
Transaction has been duly and validly authorized. No consents or approvals other than those
provided for in the Purchase Agreement are required for the Trustee to consummate the Sale
Transaction described therein.
L. The transfer of the Purchased Assets to the Buyer shall be a legal, valid and
effective transfer of the Purchased Assets and shall vest the Buyer at Closing with all right,title
and interest of the Debtors in and to the Purchased Assets, free and clear of all liens(as defined
in Section 101(37)of the Bankruptcy Code,"Liens").
M. A sale of the Purchased Assets other than one free and clear of Liens on the terms _
set forth herein would be of substantially less benefit to and would adversely affect the Estates,
N. The Trustee or Buyer, as applicable, will, including by way of entering into the
Purchase Agreement, and the provisions relating to the Assigned Contracts therein (i) cure any
default existing prior to the date hereof under any of the Assigned Contracts that are executory
•
contracts or unexpired leases under section 365 of the Bankruptcy Code and (ii) provide
compensation or adequate assurance of compensation to any party for any actual pecuniary loss
to such party resulting from a default prior to the date hereof under any of the Assigned
Contracts, solely in the amount set forth in the Cure Notice (unless otherwise ordered by the
Court), and Buyer will provide adequate assurance of future performance of and under the
Assigned Contracts, within the meaning of sections 365(b)(1) and 365(f)(2) of the Bankruptcy
Code.
5
Book: 1307 Page:44 Page 13 of 24

1
0, The Cure Notice, identifying all Assigned Contracts, if any,that will be assumed
- and assigned or otherwise transferred to the Buyer under the Purchase Agreement plus the
corresponding cure amount shall be served on all non-Debtor counterparties to such Assigned
Contracts identified therein on or prior to 30 days from entry of this Sale Order. Such notice
shall be good, sufficient and appropriate under the circumstances and no other or further notice
need be provided in connection with the transfer, assumption and assignment of the Assigned
Contracts and fixing of cure amounts related thereto.
P. To the extent any Assigned Contract is not en executory contract or unexpired
lease subject to section 365 of the Bankruptcy Code, the Trustee is authorized to transfer all of
the Debtors' rights and obligations under such Assigned Contract and the associated Purchased
Assets to the Buyer,pursuant to section 363 of the Bankruptcy Code. •
Q. Failure to object to the, transfer,.assumption and assignment of an Assigned
Contract is deemed consent to the transfer assumption and assignment. .
R. The Trustee may sell the Purchased Assets to the Buyer free and clear of all Liens
in accordance.with, and to the extent permitted by, section 363(f) of the Bankruptcy Code
because, in each case, one or more of the standards set forth in sections 363(0(1)-(5) of the
Bankruptcy Code has been satisfied. Those holders of Liens against the Debtors,their Estates or •
any of the Purchased Assets who did not object,or who withdrew their objections, to the Motion
arc deemed to have consented thereto pursuant to section 363(f)(2)of the Bankruptcy Codc.
S. It is a reasonable exercise of the Trustee's business judgment to consummate the
Sale Transaction contemplated by the Purchase Agreement, and such actions are in the best
interests of the Estates and their creditors. The consummation of the sale transaction is legal,
valid and properly authorized under all applicable provisions of the Bankruptcy Code, including,
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Book. 1307 Page:44 Page 14 of 24

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I
without limitation,sections 105(u),363(b),363(1),363(m),365(b), and 365(t) of the Bankruptcy
Code,and all of the applicable requirements of such sections have been complied with in respect i
of the Sale Transaction. ,
T. The Purchase Agreement is a valid and binding contract between the Trustee and
the Buyer, which is and shall be enforceable against the Buyer and the Trustee according to its
terms.
U. The Trustee has articulated good and sound business reasons for waiving the stay
otherwise imposed by Bankruptcy Rules 6004(g),and 6006(d).
THEREFORE,IT IS ORDERED, ADJUDGED AND DECREED THAT:
I. The Motion is granted as set forth herein,
2. Any objections to the entry of this Sale Order or the relief granted herein and
requested in the Motion that have not been withdrawn, waived or settled, and all reservations of
rights included therein,hereby arc denied and overruled. •
Aanroval of the Purchase Agreement and the Sale Transaction '
3. The Purchase Agreement and the transactions contemplated thereunder are hereby '
approved. _
4. The Buyer's offer for the Purchased Assets, as embodied•in the Purchase
Agreement,is the highest and best offer fur the Purchased Assets and is hereby approved.
t
5. The Trustee is authorized to execute and deliver, and empowered to perform
. under, consummate and implement the Purchase Agreement, together with all additional
instruments and documents that the Buyer reasonably deems necessary or appropriate to
implement the Purchase Agreement and effectuate the Sale Transaction,and to take all other and
further actions as may be reasonably requested by the Buyer for the purpose of assigning.
7
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Book 1307 Page:44 Page 15 of 24

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transferring, granting, conveying and conferring to Buyer or reducing to possession the .
Purchased Assets,or as may be necessary or appropriate to the performance of the obligations of
the Buyer and Trustee as contemplated by the Purchase Agreement.
6. The transfer of the Purchased Assets to the Buyer shall vest the Buyer with all
right,title and interest of the Debtors in and to the Purchased Assets, free and clear of all Liens,
with all such Liens attaching to the net cash proceeds of the sale in the order of their priority,
with the same validity, force and effect that they now have as against the Purchased Assets,
subject to any claims and defenses the Trustee or the Debtors' Estates may possess with respect
•
thereto. All holders of Liens fall within one or more subsections of section 363(f) of the
Bankruptcy Code and are adequately protected by having their Liens attach to the net proceeds
received by the Trustee.
7, Subject to the Assumed Liabilities, pursuant to sections 105(a)and 3630)of the
Bankruptcy Code, the Purchased Assets shall be transferred to Buyer, and upon the Closing the
Buyer shall take the Debtors' right, title and interest to and possession of the Purchased Assets
upon consummation of the Purchase Agreement. • .
8. Upon the Closing of the Sale,each of the Debtors' creditors and any other holder
of a Lien authorized to execute such documents and take all other actions as may be necessary to
release its Lien on the Purchased Assets, if any, as such Lien may have been recorded or may
otherwise exist.
9. If any person or-entity that has filed financing statements, mortgages. lis pendens
or other documents or agreements evidencing Liens on the Purchased Assets and has not
delivered to the Trustee prior to the Closing, in proper form for filing and executed by the
appropriate parties, termination statements, instruments of-satisfaction or releases of all Liens
•
8 .
•
Book'1307 Page:44 Page 16 of 24

•
that the person or entity has with respect to the Purchased Assets, then: (a) the Buyer is hereby
authorized to execute and file such statements, instruments, releases and other documents on
behalf of the person or entity with respect to the Purchased Assets, and (6) the Buyer is hereby
authorized to file, register or otherwise record a certified copy of this Sale Order, which shall
constitute conclusive evidence of the release of all Liens on the Purchased Assets of any kind or
nature whatsoever. Each governmental agency or department is hereby authorized to accept any
and all documents and instruments necessary and appropriate to consummate the transactions
• contemplated by the Purchase Agreement.
10, This Sale Order: (a) shall be effective as a determination that, except for the
Assumed Liabilities, at Closing, all Liens of any kind or nature whatsoever existing as to the
Purchased Assets prior to the Closing have been unconditionally released, discharged and
terminated as to the Purchased Assets being sold (but not, for the avoidance of doubt, released,
•
discharged or terminated with respect to the net proceeds of those Purchased Asets), and that the
conveyances described herein have been effected,and(b)shall be binding upon and shall govern
•
the acts of all entities, including, without limitation,all filing agents, filing officers, title agents,
title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative
agencies,governmental departments,secretaries of state, federal, state and local officials,and all
other persons and entities who may be required by operation of law, the duties of their office or
contract to accept, file, register or otherwise record or release any documents or instruments, or
who may be required to report or insure any title or state of title in or to any of the Purchased
Assets.
11. Except for the Assumed Liabilities, the sale, transfer, assignment and delivery of .
the Purchased Assets shall not be subject to any Liens. Except for the Assumed Liabilities, all
9
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Book' 1307 Page:44 Page 17 of 24

persons holding Liens against or in the Debtors or the Purchased Assets of any kind armature •
whatsoever hereby are forever barred, estopped and permanently enjoined from asserting,
prosecuting or otherwise pursuing such Liens of any kind or nature whatsoever against the Buyer
or its officers,directors,shareholders or partners, its property or its successors and assigns or the 1
Purchased Assets, as an alleged successor,to the greatest extent allowable by applicable law, or '
.otherwise, with respect to any Lien of any kind or nature whatsoever such person or entity had,
has or may have against or in the Debtors,their Estates,officers,dtrcctots or shareholders or the
Purchased Assets.
.12. Any person or entity that is currently,or on the Closing Date may be, in possession
of some or all of the Purchased Assets shall surrender possession of such Assets either to(a) the `
Trustee before the Closing or(b)to Buyer or its designee upon or after the Closing.
13. The Buyer shall have no liability or responsibility for any liability or other
obligation of the Debtors or Trustee arising under or related to the Purchased Assets other than '�
the Assumed Liabilities or as otherwise set forth in the Purchase Agreement. Without limiting j
1
the generality of the foregoing and except as otherwise specifically provided in the Purchase
• Agreement,the Buyer shall not be liable for any claims against the Debtors or its predecessors or
affiliates for any obligations of the Debtors arising prior to the Closing. ! .
Transfer of Assittned Contracts
14. The Trustee is hereby atithnrized in accordance with sections 105(a),363 and 365
of the Bankruptcy Code, as applicable, to (a) transfer, assume; assign and sell to the Buyer,
effective and conditioned upon the Closing, the Assigned Contracts and (b) execute and deliver
to Buyer such documents or other instruments as the Buyer deem are necessary or appropriate to
assign and transfer the Assigned Contracts to the Buyer.
10
Book:1307 Page'44 Page 18 of 24

15. With respect to the Assigned Contracts: (a) the Assigned Contracts shall be
•
transferred and assigned to, and following the Closing, shall remain in full force and effect for
the benefit of the Buyer, notwithstanding any provision in any such Assigned Contracts
(including those of the type described in sections 365(b)(2)and 365(1)of the Bankruptcy Code)
that prohibits, restricts or conditions such assignment or transfer and, pursuant to section 365(k)
of the Bankruptcy Code;(b)-except as expressly otherwise provided in the Purchase Agreement
the Estates shall be relieved from any further liability with respect to Assigned Contracts and the
associated Purchased Assets after such assumption by the Trustee and assignment and sale to the
Buyer;(c) the Trustee may assume each of the Assigned Contracts, to the extent such Assigned
Contracts arc executory contracts or unexpired leases, in accordance with section 365 of the
Bankruptcy Code after payment of the applicable Cure Amount, if any, in the Cure Notice; (d)
the Trustee may assign and sell each of the Assigned Contracts, regardless of whether any such
Assigned Contract is an executory contract or unexpired lease, in accordance with sections 363
and/or 365 of the Bankruptcy Code,as applicable, and any provisions in any Assigned Contracts •
that prohibit or condition the assignment of such Assigned Contracts or allow the party to such
Assigned Contracts to terminate, recaptUre, set off (if not exercised pre-petition), impose any
penalty,condition renewal or extension or modify any term or condition upon the assignment of
•
such Assigned Contracts, constitute unenforceable anti-assignment provisions, which are void
and of no force and effect;(c)all other requirements and conditions under sections 363 and 365,
to the extent applicable,(including without limitation, the satisfaction of the requirements under
Section 365(c)(1)) of the Bankruptcy Code for the assumption by the Trustee and sale and
assignment to the Buyer of each of the Assigned Contracts have been satisfied; and (f) upon
Closing, in accordance with sections 363 and 365 of the Bankruptcy Code, as applicable, the
11
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Book' 1307 Page:44 Page 19 of 24

I
Buyer shall be fully and irrevocably vested in all of the Debtors' right, title and interest of each
of the Assigned Contracts.
16. Upon the Trustee's transfer and assignment of the Assigned Contracts, no default
shall exist under any of the Assigned Contracts and no counterparty thereto shall be permitted to
declare or enforce a default by the Debtors,Trustee or Buyer thereunder or otherwise take any •
action. All defaults or other obligations of the Debtors under the Assigned Contracts arising .
prior to the Closing (without giving effect to any acceleration clauses or any default provisions !
of the kind specified in section 365(b)(2) of the Bankruptcy Code), are deemed satisfied by the
payment of the Cure Amount, if any, with respect to each Assigned Contract in those amounts <
set forth in the Cure Notice,and which were satisfied,or shall be satisfied as soon as practicable,
by the Buyer or the Estates,as the case may be, as provided in the Purchase Agreement. •
17. Each non-Debtor party to an Assigned Contract is hereby forever barred,estopped
and permanently enjoined from asserting against the Buyer, or the Purchased Assets, any default I
•
arLsing prior to or existing as of the Closing, any indemnification claims or any counterclaim, '
setoff (if not exercised pre-petition) or any other Claim asserted or assertible against the
Debtors. The validity of such assumption, assignment. transfer and sale of the Assigned
Contracts, which shall in all events be effective as of the Closing Date, shall not be affected by
the pendency or resolution of any dispute between the Trustee and any non-Debtor party to an
Assigned Contract.
18. To the extentja counterparty to any of the Assigned Contracts failed•or fails to
timely object to a Cure Amount, such Cure Amount in the amount set forth in the Cure Notice
shall be deemed to be finally determined and any counterparty shall be prohibited from
challenging,objecting to or denying the validity and finality of the Cure Amount at any time.
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Book'1307 Page:44 Page 20 of 24

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19. The effectiveness of the provisions of paragraphs 14 through 18 of this Sale Order
with respect to a particular Assigned Contract shall be subject only to any subsequent ruling of
the Court on any timely filed Cure Objection and/or Assumption and Assignment Objection.
20 The failure of the Trustee or the Buyer to enforce at any time one or more terms
or conditions of any of the Assigned Contracts shall not be a waiver of such terms or conditions,
or of the Trustee's and the Buyer' rights to enforce every term and condition of the Assigned
Contracts.
Additional Provisions ,
21. The consideration provided by Buyer for the Purchased Assets under the Purchase
Agreement is fair and reasonable and may not be avoided.
22. The transactions are undertaken by Buyer without collusion and in good faith, in
accordance with Bankruptcy Code sections 363(m) and 363(n). Accordingly, the reversal or
modification on appeal of the authorization provided herein to consummate the transactions shall
not affect the validity of the sale and transfer of the Purchased Assets to Buyer, unless such
authorization is duly stayed pending such appeal, Buyer is a good-faith purchaser of the
I
Purchased Assets and is entitled to all of the benefits and protections afforded by Bankruptcy
Code section 363(m)and other applicable law.
23. Notwithstanding anything contained herein to the contrary, the Trustee is
authorized to release proceeds of the Sale to the Agent in accordance with the Final Order(I)
Authorizing the Trustee to Use Cash Collateral, (II) Granting Adequate Protection, (Ill)
Modifying the Automatic Stay, (IV) Approving Carve-Outs and Sharing Agreement, and (V)
Granting Related Relief [Dkt. No. 104], as such final order may have been amended by the
•
Agreed Order Amending Final Order(I)Authorizing The Trustee To Use Cash Collateral, (II)
13
Book'1307 Page:44 Page 21 of 24

p ' , 1
•
Granting Adequate Protection, (ll/) Modifying The Automatic Stay, (IV)Approving Carve-Outs
And Sharing Agreement,And(V)Oranting Related Relief[Dia No. 163].
24. The Purchase Agreement and any related agreements, documents or other
instruments may be modified, amended or supplemented by the parties thereto, in a writing
signed by such parties, and in accordance with the terms thereof, without further order of the
Court, provided that any such modification, amendment or supplement does not have a material
adverse effect on the Debtors' Estates.
25. The failure specifically to include any particular provisions of the Purchase
Agreement in this Sale Order shall not diminish or impair the effectiveness of such provisions, it
being the intent of the Court that the Purchase Agreement is hereby authorized and approved in
its entirety, as it may be amended or supplemented in accordance with its terms and this Sale
Order.
26 To the extent of any conflict between the Purchase Agreement and this Sale
Order,then this Sale Order shall govern.
27 This Sale Order and the Purchase Agreement: (a) shall be binding in all respects
upon all creditors of and holders of equity interests in the Debtors(whether known or unknown),
any holders of Liens,all non-Debtor parties to any of the Assigned_Contracts,the Buyer and all r
successors and assigns of the Buyer, the Trustee, the Debtors and their Estates, and the
Purchased Assets;and(b)shall not be subject to rejection.
28. Each and every federal, state and local governmental agency or department is
hereby authorized to accept any and all documents and instruments necessary and appropriate to
consummate the Sale Transaction. .
•
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Book•1307 Page:44 Page 22 of 24

r •'
29 The fourteen-day stay otherwise imposed by Bankruptcy Rules 6004(h), 6006(d)
and 7062 is hereby waived,and this Sale Order shall be effective immediately upon entry. •
30, This Court shall retain jurisdiction to interpret, implement and enforce this Sale
Order.
Dated. 3`5 ,2018 C .40
Honorable Christopher S. Sontchi
United States Bankruptcy Judge
•
214162041x2
•
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•
•
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Book'1307 Page:44 Page 23 of 24

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Book.1307 Page:44 Page 24 of 24