WQ0001492_Final Permit_20030815

o� wArFR Michael F. Easley, Governor
William G. Ross Jr., Secretary
7 North Carolina Department of Environment and Natural Resources
-� Alan W. Klimek, P.E., Director
D 'C Coleen H. Sullins, Deputy Director
Division of Water Quality
August 15, 2003
MR. FRANK R. BARONE, SITE MANAGER
OCCIDENTAL CHEMICAL CORPORATION
5408 HOLLY SHELTER ROAD
CASTLE HAYNE, NORTH CAROLINA 28429
Subject: Permit No- WQ0001492
Occidental Chemical Corporation
Castle Hayne, NC Manufacturing Facility (SDI))
Surface Disposal of Residual Solids (503 Exempt)
New Hanover County
Dear Mr. Barone:
In accordance with your minor permit modification request received on July 2, 2003 as well as
the additional information received on August 12, 2003, we are forwarding herewith Permit No.
WQ0001492, dated August 15, 2003, to Occidental Chemical Corporation for the continued operation of
a surface disposal unit at the Castle Hayne, NC Manufacturing Facility, which is operated by Elementis
Chromium., L.P.
This permit shall be effective from the date of issuance until November 30, 2007; shall void
Permit No. WQ0001492, issued on December 30, 2002; and shall be subject to the conditions and
limitations as specified therein.
This permit is being modified to carry out the requirements of Condition 1. 3. as stipulated in the
December 30, 2002 issuance of this permit. Specifically, the goal of this minor permit modification is to
ensure that this permit adequately reflects the ownership, operation, and maintenance responsibilities of
various elements of the Castle Hayne, NC Manufacturing Facility. On December 6, 2002, the Permittee
sold certain above -ground assets, including the manufacturing facility itself, the wastewater treatment
facility, and the residuals stabilization/conveyance facilities, to Elementis Chromium, L.P. The Penmittee
retained ownership of the Iand, the groundwater remediation facilities, as well as the surface disposal unit
approved for operation under the conditions of this permit. Now that the Division of Water Quality
(Division) has received verification the minor NPDES permit modification has been issued, all references
to the residuals stabilization/conveyance facilities (i.e., except when referred to with a statement that
ownership as well as operation/maintenance responsibilities Iie with Elementis Chromium, L.P.) have
been deleted in this permit issuance. In addition, the Permittee (i.e., owner) name for the permitted
residuals source -generating facility has now been listed as Elementis Chromium, L.P.
The Division has also taken this opportunity to remove other conditions listed in the December
30, 2002 issuance of this permit with which the Permittee has successfully complied. These are:
♦ Signing official delegation letter was received on January 27, 2003 (i.e., required by
Condition I. L).
Non -Discharge Permitting Unit
1617 Mail Service Center, Raleigh, NC 27699.1617
Internet http://h2o.enr,state.nc.us/ndpu
Telephone [phone] Fax [phone]
DENR Customer Service Center
An Equal Opportunity Action Employer
Telephone [phone]
50% recycled/10% post -consumer paper

♦ Latitude and longitude information was received on January 27, 2003 (i.e., required by
Condition I. 2.).
♦ Minor permit modification application package was received on July 2, 2003 (i.e., required
by Condition I. 3.).
♦ Level gauge installation confirmation was received on April 9, 2003 (i.e., required by
Condition 1. 11.).
As always, please take the time to review this permit thoroughly as some of the conditions
contained therein may have been added, changed, or deleted since this permit was last issued. Pay
particular attention to the monitoring requirements in this permit. Failure to establish an adequate system
for collecting and maintaining the required operational information will result in future compliance
problems. Please also make note of this permit's expiration date and the fact that a permit renewal is due
to the Division no later than six months prior to that date, as the Division does not send reminders to
apply for permit renewal.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the
right to request an adjudicatory hearing upon written request within 30 days following receipt of this
permit. This request must be in the form of a written petition, conforming to Chapter 150B of North
Carolina General Statutes, and filed with the Office of Administrative Hearings, 6714 Mail Service
Center, Raleigh, NC 27699-6714. Unless such demands are made, this permit shall be final and binding.
If you need any additional information concerning this matter, please contact Ms. Shannon Mohr
Thornburg by telephone at [phone], extension 353, or via e-mail at
shannon.thornburg @ ncimail.net.
Z
42
for Alan W. Klimek, P.E.
cc: Mr. Gene F. Renzaglia, Elementis Chromium, L.P.
New Hanover County Health Department
Mr. Tracy E. Davis, P.E., NCDENR-DLR (Land Quality Section/Mining Program)
Mr. David A. Goodrich, Central Office-NPDES Unit
Central Office -Groundwater Section
Wilmington Regional Office -Water Quality Section
Wilmington Regional Office -Groundwater Section
Technical Assistance and Certification Unit
Water Quality Central Files
NDPU Files
NDPU Residuals Program Coordinator
PA

NORTH CAROLINA
ENVIRONMENTAL MANAGEMENT COMMISSION
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
RALEIGH
SURFACE DISPOSAL OF RESIDUAL SOLIDS (503 EXEMPT) PERMIT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Occidental Chemical Corporation
New Hanover County
FOR THE
continued operation of a surface disposal unit consisting of the following minimum components: one
96.0--acre section known as Quarry I/Section I with the total net capacity of 4,177,787 cubic yards (i.e.,
439,188 cubic yards of net capacity remaining as of December 31, 2001), one 70.6-acre section known as
Quarry I/ Section H with the total net capacity of 3,341,817 cubic yards (i.e., 2,857,631 cubic yards of net
capacity remaining as of December 31, 2001); as well as all associated appurtenances necessary to make a
complete and functional surface disposal unit for the disposal of up to 171,000 dry tons per year of
material (i.e_, stabilized residuals from Elementis Chromium, L.P.'s Castle Hayne, NC Manufacturing
Facility located at 5408 Holly Shelter Road, as provided for in the Quarry License Agreement originally
executed on December 6, 2002 and attached as Attachment A to this permit, as well as limestone tailings
from the adjacent Martin Marietta Materials, Inc. mining operation).
The activities associated with the surface disposal unit shall not result in a discharge of wastes to the
surface waters; shall be pursuant to the permit minor modification application package received on July 2,
2003 as well as the additional information received on August 12, 2003, and shall be in conformity with
the project plans, specifications, and other supporting data subsequently filed and approved by the
Department of Environment and Natural Resources and considered a part of this permit.
This permit shall be effective from the date of issuance until November 30, 2007; shall void
Permit No. WQ0001492, issued on December 30, 2002; and shall be subject to the following specified
conditions and limitations:
I. PERFORMANCE STANDARDS
1. The surface disposal unit shall be effectively maintained and operated as a non -discharge
system to prevent the discharge of any wastes resulting from the operation of the unit.

2. The issuance of this permit shall not relieve the Permittee of the responsibility for damages to
surface waters or groundwater resulting from the operation of the surface disposal unit.
3. In the event that the surface disposal unit is not operated satisfactorily or the Permittee
receives notification from Elementis Chromium, L.P. that the residuals
stabilization/conveyance facilities are not operating satisfactorily, including the creation of
nuisance conditions, the Permittee shall cease disposing of residuals in the unit as
appropriate, contact the Water Quality Section of the Division of Water Quality's (Division)
Wilmington Regional Office, and take any immediate corrective actions as may be required
by the Division.
4. No residuals other than those generated by the following residuals source -generating facilities
shall be approved for disposal in the surface disposal unit in accordance with this permit:
Source County Permit Number Maximum Dry Tons per Year
Elementis Chromium, L.P. - Castle Hayne, NC Manufacturing Facility":
New Hanover NPDES Permit No. NC0003875 171,006b
A limited amount of limestone tailings from the Martin Marietta Materials, Inc. mining
operation located adjacent to the Elementis Chromium, L.P.'s Castle Hayne, NC
Manufacturing Facility may be disposed of in the surface disposal unit. Only limestone
tailings from Martin Marietta Materials, Inc. mining operation that would ordinarily be
disposed of in its primary disposal facility as approved by the North Carolina Division of
Land Resources shall be disposed of in the unit. Disposal events shall only occur when
Martin Marietta Materials, Inc.'s primary disposal facility is not available and shall not
cause the Permittee to exceed the 171,000-maximum dry ton per year residuals
production/disposal rate. Specifically, this rate is the maximum that shall be allowed for
disposal in the unit by both Elementis Chromium, L.P. and Martin Marietta Materials,
Inc.
b The 171,000-dry ton per year maximum residuals production/disposal rate includes
residuals and the crushed limestone or other alkaline amendment added to the residuals
by Elementis Chromium, L.P. for the purpose of residuals stabilization.
S. Only residuals that have been adequately stabilized with crushed limestone or other alkaline
amendment shall be disposed of in the surface disposal unit. The goal of the stabilization
process, which is performed by Elementis Chromium, L.P. as provided for in the originally -
executed Quarry License Agreement, shall be to raise the residuals to the proper pH in order
to render the chromium in the residuals essentially immobile.
6. Only residuals that are non -hazardous under the Resource Conservation and Recovery Act
(RCRA) shall be disposed of in the surface disposal unit.
PA

7. The pollutant concentrations in the residuals that will be disposed of in the surface disposal
unit shall not exceed the following Ceiling Concentrations (i.e., dry weight basis):
Parameter
Ceiling Concentration
(milligrams per kilo am)
Arsenic
30
Chromiud
200
Nickel
210
Residuals that exceed the ceiling concentration for chromium may be disposed of in the
surface disposal unit as long as that they are determined to be non -hazardous under
RCRA with respect to chromium leachability as stipulated in Condition III. 3. and as long
as the groundwater monitoring program as stipulated in Condition IV. 1. a. demonstrates
that the surface disposal unit is not causing the assigned groundwater quality standards to
be violated.
S. Level gauges shall be maintained at all times to monitor freeboard levels in Quarry I/Section I
and Quarry IlSection II of the surface disposal unit.
9. The following buffer zones shall be maintained:
a. 400 feet between an active surface disposal unit and any habitable residence;
b. 100 feet between an active surface disposal unit and any public or private water supply
source, all streams classified as WS or B, waters classified as SA or SB and any Class I
or Class II impounded reservoir used as a source of drinking water;
c. 100 feet between an active surface disposal unit and any stream, lake, river, or natural
drainage way;
d. 50 feet between an active surface disposal unit and property lines (if the original permit
was issued with the buffer distance to property line as 100 feet, updated maps must be
submitted and new acreage delineated for the buffer to be reduced);
e. 10 feet between an active surface disposal unit and any interceptor drains or surface water
diversions (upslope);
f. 25 feet between an active surface disposal unit and any interceptor drains or surface water
diversions (downslope); and
g. 25 feet between an active surface disposal unit and any groundwater lowering and surface
drainage ditches.
Some of the buffers specified above may not have been included in previous permits for this
surface disposal unit. These buffers are not intended to prohibit or prevent modifications that
are required by the Division to improve performance of the existing unit. These buffers do,
however, apply to modifications of the unit. These buffers do also apply to any expansion or
modification of the unit and apply in instances in which the sale of property would cause any
of the buffers now complied with, for the surface disposal unit, to be violated. The Permittee
is advised that any modifications to the existing surface disposal unit shall require a permit
modification.
10. The surface disposal unit shall not be located in an unstable area_
11. The surface disposal unit shall not restrict the flow of a base flood.
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II. OPERATION AND MAINTENANCE REOUIREMENTS
The surface disposal unit shall be properly maintained and operated at all times.
2. Upon classification by the Water Pollution Control System Operators Certification
Commission (WPCSOCC), the Permittee shall designate and employ a certified operator to
be in responsible charge (ORC) and one or more certified operator(s) to be back-up ORC(s)
of the surface disposal unit in accordance with 15A NCAC 8G .0201. The ORC shall visit
the unit in accordance with ISA NCAC 8G .0204 or as specified in this permit and shall
comply with all other conditions specified in these rules.
3. A copy of this permit shall be maintained on site when residuals are being disposed of in the
surface disposal unit during the life of this permit. A spill prevention and control plan shall
be maintained on site at all times.
4. Freeboard in Quarry I/Section I and Quarry I/Section II of the surface disposal unit shall not
be less than two feet at any time. The freeboard levels in each of the referenced lagoons shall
be monitored by an individual level gauge that has readily visible permanent markings
indicating the maximum liquid level at the top of the temporary liquid storage volume,
minimum liquid level at the bottom of the temporary liquid storage volume, and top of the
dam elevations. Freeboard levels in each of the referenced sections of the unit shall be
monitored and recorded daily (i.e., excluding weekends and State holidays).
5. Supernatant from the surface disposal unit shall be collected and returned to the wastewater
treatment facilities serving Elementis Chromium, L.P.'s Castle Hayne, NC Manufacturing
Facility (NPDES Permit No. NC0003875) as necessary to maintain the required freeboard.
6. Adequate provisions shall be taken to prevent wind erosion from conveying pollutants or
residuals from the surface disposal unit onto the adjacent property or into any surface waters.
7. Adequate provisions shall be taken to prevent any surface runoff from occurring from the
surface disposal unit. If runoff cannot be prevented, a collection system shall be installed
with the capacity to handle runoff from a 24-hour, 25-year storm event. All collected runoff
shall be disposed in a manner approved by the Division.
8. A protective vegetative cover shall be established and maintained on the embankments of
Quarry I/Section I and Quarry I/Section II of the surface disposal unit (i.e., outside toe of
embankment to maximum liquid level), berms, pipe runs, erosion control areas, and surface
water diversions. Trees, shrubs, and other woody vegetation shall not be allowed to grow on
the unit dikes or embankments. All embankment areas shall be kept mowed or otherwise
controlled and accessible.
9. Food crops, feed crops, and/or fiber crops shall not be grown on the surface disposal unit,
unless approval has been requested and received from the Division_
10. Animals shall not be grazed on the surface disposal unit, unless approval has been requested
and received from the Division.
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11. Appropriate measures shall be taken to control public access to the surface disposal unit
during active use and for the 36-month period following closure of the surface disposal unit.
Such controls may include fencing and the posting of signs indicating the activities being
conducted at the unit.
III. MONITORING AND REPORTING REQUIREMENTS
Any monitoring (i.e., including groundwater, surface water, residuals, soil, or plant tissue
analyses) deemed necessary by the Division to insure protection of the environment shall be
established and an acceptable sampling and reporting schedule shall be followed.
2. Residuals generated by the approved residuals source -generating facility listed in Condition I.
4. shall be analyzed to demonstrate that they are non -hazardous under RCRA annually. A
corrosivity, ignitability, and reactivity analysis as well as a Toxicity Characteristics Leaching
Procedure (TCLP) analysis shall be conducted on residuals generated by each approved
residuals source -generating facility. If residuals generated by a particular residuals source -
generating facility are disposed of in the surface disposal unit at a frequency less than
annually, the analyses shall be required for each disposal event. The results of all analytical
determinations shall be maintained on file by the Permittee for a minimum of five years.
The TCLP analysis shall include the following parameters (i.e., note the regulatory level in
milligrams per liter in parentheses):
Arsenic (5.0)
Barium (100.0)
Benzene (0.5)
Cadmium (1.0)
Carbon tetrachloride (0.5)
Chlordane (0.03)
Chlorobenzene (100.0)
Chloroform (6.0)
Chromium (5.0)
rn-Cresol (200.0)
o-CresoI (200.0)
p-CresoI (200.0)
Cresol (200.0)
2,4-D (10.0)
1,4-Dichlorobenzene (7.5)
1,2-Dichloroethane (0.5)
1,1-Dichloroethylene (0.7)
2,4-Dinitrotoluene (0.13)
Endrin (0.02)
Hexachlorobenzene (0.13)
Heptachlor (audits hydroxide) (0.008)
Hexachloro-1,3-butadiene (0.5)
Hexachloroethane (3.0)
Lead (5-0)
Lindane (0.4)
Mercury (0.2)
Methoxychlor (10.0)
Methyl ethyl ketone (200.0)
Nitrobenzene (2.0)
Pentachlorophenol(100.0)
Pyridine (5.0)
Selenium (1.0)
Silver (5.0)
Tetrachloroethylene (0.7)
Toxaphene (0.5)
Trichloroethylene (0.5)
2,4,5-Trichlorophenol (400.0)
2,4,6-Trichlorophenol (2.0)
2,4,5-TP (Silvex) (1.0)
Vinyl chloride (0.2)
3. Residuals generated by the approved residuals source -generating facility listed in Condition I.
4. shall be analyzed to demonstrate that they are non -hazardous under RCRA with respect to
chromium leachability (i.e., leachate from a TCLP analyzed for chromium only).
The following sampling schedule shall be followed:
a. Grab sample: One per week, minimum.
b. Composite sample: One per week, minimum.

The results of all analytical determinations shall be maintained on file by the Permittee for a
minimum of five years and shall be submitted on a monthly basis to the following address:
Water Quality Regional Supervisor
Wilmington Regional Office
NCDENR-DWQ
127 Cardinal Drive Extension
Wilmington, North Carolina 28405-3845
4. A representative analysis shall be conducted on residuals generated by the approved residuals
source -generating facility listed in Condition I. 4. monthly, and the results of all analytical
determinations shall be maintained on file by the Permittee for a minimum of five years. The
analysis shall include but is not necessarily limited to the following parameters:
Arsenic Nickel
Chromium Percent Total Solids
The Permittee may utilize test methods in the most -recent update of the document entitled
"Test Methods for Evaluating Solid Waste, Physical/Chemical Methods (SW-846),"
published by the United States Environmental Protection Agency's Office of Solid Waste, for
the analysis of the metal parameters. Analytical results for the metal parameters shall be
reported on a dry weight basis.
5. Laboratory analyses as required by Condition III. 1, Condition III. 2., Condition III. 3., and
Condition 111. 4. shall be performed/gathered on the residuals as they are to be disposed of in
the surface disposal unit (i.e., residuals that have been stabilized with crushed limestone or
other alkaline amendment). furthermore, analytical determinations made pursuant to the
monitoring and reporting requirements of this permit shall be made by a laboratory certified
by the Division for the required parameter(s) under 15A NCAC 2H .0800 or 15A NCAC 2H
.1100.
6. Proper records shall be maintained by the Permittee tracking all disposal activities associated
with the surface disposal unit. All records shall be kept by the Permittee for a minimum
period of five years from the date of disposal. These records shall include, but shall not
necessarily be limited to, the following information:
a. Date and freeboard level measurements in Quarry ISection I and Quarry/Section II; of
the surface disposal unit;
b_ Source and date of disposal in the surface disposal unit for the residuals or limestone
tailings from the adjacent Martin Marietta Materials, Inc. mining operation;
c. Volume of residuals or limestone tailings from the adjacent Martin Marietta Materials,
Inc. mining operation disposed of in Quarry ISection I and Quarry USection H of the
surface disposal unit in gallons per year, dry tons per year, or kilograms per year;
d. Cumulative volume of residuals or limestone tailings from the adjacent Martin Marietta
Materials, Inc. mining operation disposed of in Quarry USection I and Quarry USection II
of the surface disposal unit in gallons or cubic yards (i.e., excluding freeboard);
e. Remaining volume in Quarry ISection I and Quarry USection II of the surface disposal
unit in gallons or cubic yards (i.e., excluding freeboard); and
f. An estimate of the remaining useful disposal life for Quarry ISection I and Quarry
ISection II of the surface disposal unit in years (i.e., excluding freeboard).
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7. Three copies of all required monitoring and reporting requirements as specified in Condition
HL 1., Condition 111. 2., Condition 11I. 3., Condition III. 4., Condition III. 5., and Condition
III. 6. shall be submitted annually on or before March 1 st of the year following the disposal
event to the following address:
NCDENR-DWQ
Water Quality Section
Non -Discharge Compliance/Enforcement Unit
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
S. Noncompliance Notification:
The Permittee shall report by telephone to the Water Quality Section of the Division's
Wilmington Regional Office, telephone number [phone], as soon as possible, but in
no case more than 24 hours or on the next working day following the occurrence or first
knowledge of the occurrence of any of the following:
a. Any occurrence with surface disposal activities that results in the disposal of significant
amounts of wastes that are abnormal in quantity or characteristic.
b. Any failure of the surface disposal activities resulting in a release of material to receiving
waters.
c. Any time that self -monitoring information indicates that the surface disposal unit has
gone out of compliance with the conditions and limitations of this permit or the
parameters on which the system was designed.
d. Any process unit failure, due to known or unknown reasons, that renders the surface
disposal unit incapable of adequate residual treatment.
e. Any spillage or discharge from a vehicle or piping system transporting residuals to the
surface disposal unit.
Persons reporting such occurrences by telephone shall also file a written report in letterform
within five days following first knowledge of the occurrence. This report must outline the
actions taken or proposed to be taken to ensure that the problem does not recur.

IV. GROUNDWATER REQUIREMENTS
Sampling Requirements:
a. Sampling results from groundwater monitoring wells shall be reported according to the
designations as follows (i.e., per a previous correspondence dated December 16, 1997
from the Division to the Permittee):
Previous
Designation
Current
Desi nation
Previous
Designation
Current
Designation
CPW-13S
MW-1
CPW-7S
MW-17
CPW-14S
MW-2
CPW-8S
NM-18
CPW-15S
MW-3
CPW-9S
MW-19
CPW-8DR
MW-8
CPW-lOS
NW-20
CPW-9D
MW-9
CPW-5S
MW-21
CPW-IOD
MW-10
CPW-2D*
MW-22*
CPW-IS*
MW-11 *
CPW-3D*
MW-23*
CPW-12D
MW-12
CPW-4D*
MW-24*
CPW-13D
MW-13
CPW-5D
NM-25
CPW-14D
MW-14
CPW-6D
NM-26
CPW-15D
MW-15
CPW-7D
MW-27
CPW-6S
MW-16
CPW-12S
NM-28
* Sampling and reporting of sampling results from these wells shall not be required
under the conditions of this permit. Note that sampling and reporting of sampling
results from these wells shall still continue as stipulated under the corrective action
plan (CAP) that was approved for the Castle Hayne, NC Manufacturing Facility in
1999.
b. Groundwater monitoring wells MW-1, MW-2, MW-3, MW-8, MW-9, MW-10, MW-12,
MW-13, MW-14, MW-15, MW-16, MW-17, MW-18, MW-19, MW-20, MW-21, MW-
25, MW-26, MW-27, and MW-28 shall be sampled every March, July, and November for
the parameters listed below:
Chlorides
Iron
Total Dissolved Solids
Chromium
PH
Water Level
Water levels in the groundwater monitoring wells shall be measured prior to sampling the
groundwater for the remaining parameters. The depth to water in each well shall be
measured from the surveyed point on the top of the casing, which shall be surveyed
relative to a common datum.
c. Any laboratory selected to analyze parameters shall be Division -certified for those
parameters required.
2. RenortinpjDocumentation Requirements:
a. The results of the sampling and analysis shall be received on the most -recent version of
"Groundwater Quality Monitoring: Compliance Report Form" (i.e., GW-59 Form) with
copies of the laboratory analyses attached by the Division's Groundwater Section on or
before the last working day of the month following the sampling month.

b. All reports shall be mailed to the following address:
NCDENR-DWQ
Groundwater Section
Permits and Compliance Unit
1636 Mail Service Center
Raleigh, NC 27699-1636
Updated blank reporting forms may be downloaded from the web site for the Division's
Groundwater Section at http://gw.ehnr.state.nc.us/ or requested from the address listed
above.
3. Auplicable Boundaries:
a. The COMPLIANCE BOUNDARY for the surface disposal unit is specified by
regulations in 15A NCAC 2L (i.e., Groundwater Classifications and Standards)_ An
exceedance of Groundwater Quality Standards at or beyond the Compliance Boundary is
subject to immediate remediation action according to 15A NCAC 2L .0106 (d)(2).
i. The Compliance Boundary for Section I of Quarry I, since this section of the surface
disposal unit was individually permitted before December 31, 1983, shall be is
established at either (1) 500 feet from this section of the surface disposal unit or (2) at
the property boundary, whichever is closest to this section of the surface disposal
unit.
ii. The Compliance Boundary for Section II of Quarry I, since this section of the surface
disposal unit was individually permitted after December 31, 1993, shall be is
established at either (1) 250 feet from this section of the surface disposal unit or (2)
50 feet within the property boundary, whichever is closest to this section of the
surface disposal unit.
b. The REVIEW BOUNDARY shall be established around the surface disposal unit
midway between the Compliance Boundary and the perimeter of the surface disposal
unit_ Any exceedance of Groundwater Quality Standards at the Review Boundary shall
require action in accordance with 15A NCAC 2L .0106 (d)(1).
4. Other Requirements:
a. Any additional groundwater quality monitoring, as deemed necessary by the Division,
shall be provided.
V. INSPECTIONS
1. The Permittee or his designee shall inspect the surface disposal unit to prevent malfunctions
and deterioration, operator errors and discharges which may cause or lead to the release of
wastes to the environment, a threat to human health, or a nuisance. The Permittee shall
maintain an inspection log or summary including at least the date and time of inspection;
observations made; and any maintenance, repairs, or corrective actions taken by the
Permittee. This log of inspections shall be maintained by the Pern-tittee for a period of five
years from the date of the inspection and shall be made available to the Division or other
permitting authority, upon request.
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2. Any duly authorized officer, employee, or representative of the Division may, upon
presentation of credentials, enter and inspect any property, premises, or place on or related to
the surface disposal unit at any reasonable time for the purpose of determining compliance
with this permit; inspect or copy any records that must be kept under the terms and conditions
of this permit; and obtain samples of groundwater, surface water, or leachate.
VI. GENERAL CONDITIONS
I. This permit shall become voidable unless the disposal activities are carried out in accordance
with the conditions of this permit, the supporting materials, and in the manner approved by
this Division.
2. This permit shall be effective only with respect to the nature and volume of wastes described
in the application and other supporting data.
3. This permit shall not be automatically transferable. In the event that there is a desire for the
surface disposal unit to change ownership or a name change of the Permittee, a formal permit
request shall be submitted to the Division accompanied by documentation from the parties
involved and other supporting materials as may be appropriate. The approval of this request
shall be considered on its merits and may or may not be approved.
4. Failure to abide by the conditions and Iimitations contained in this permit may subject the
Permittee to an enforcement action by the Division in accordance with North Carolina
General Statutes § 143-215.6A through § 143-215.6C.
5. The annual administering and compliance fee shall be paid by the Permittee within 30 days
after being billed by the Division. Failure to pay the fee accordingly may cause the Division
to initiate action to revoke this permit as specified by 15 NCAC 2H .0205 (c)(4).
6. The issuance of this permit does not preclude the Permittee from complying with any and all
statutes, rules, regulations, or ordinances which may be imposed by other government
agencies (i.e., local, state, and federal) which have jurisdiction, including, but not limited to,
applicable river buffer rules in 15A NCAC 2B .0200, erosion and sedimentation control
requirements in I5A NCAC Chapter 4 and under the Division's General Permit NCG010000,
and any requirements pertaining to wetlands under 15A NCAC 2B .0200 and 15A NCAC 2H
.0500. The issuance of this permit also does not preclude the Permittee from complying with
the nine recovery plan that has been approved by the Land Quality Section of the Division of
Land Resources.
7. The Permittee, at least six months prior to the expiration of this permit, shall request its
extension. Upon receipt of the request, the Division shall review the adequacy of the surface
disposal unit described therein and, if warranted, shall extend the permit for such period of
time and under such conditions and limitations as it may deem appropriate.
8. This permit may be modified, or revoked and/or reissued to incorporate any conditions,
limitations, and monitoring requirements the Division deems necessary in order to protect the
environment and public health adequately.
10

9. The Division shall be notified in writing at least 180 days prior to closing of the surface
disposal unit. A formal closure plan and a post -closure management care program for the
surface disposal unit shall be submitted at that time. This information shall be specific to the
surface disposal unit as well as relate to the Permittee's future plans for the land. A schedule
for implementing both the closure plan and the post -closure management care program shall
be provided as well. The Division will accept a submittal that has been prepared in
accordance with the document entitled "Process Design Manual: Surface Disposal of Sewage
Sludge and Domestic Septage (EPA/625/R-95/002)," published by the United States
Environmental Protection Agency's Office of Research and Development. Submit three
copies of all information to NCDENR-DWQ, Non -Discharge Permitting Unit, 1617 Mail
Service Center, Raleigh, NC 27699-1617.
Permit issued this the fifteenth day of August, 2003.
NORTH C L1NA E IRONMENTAL MANAGEMENT COMMISSION
for Alan W. Klimek, P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission
Permit Number WQ0001492
11

Attachment A - Quarry License Agreement

Execution Copy
QUARRY LICENSE AGREEMENT
This QUARRY LICENSE AGREEMENT (this "Agreement"), dated as of the 6th
day of December, 2002, is entered into among Occidental Chemical Corporation, a New
York corporation ("Onyx"), and Elementis Chromium Acquisition LP, a Delaware
limited partnership ("Emerald" and together with Onyx, the "Parties," and each
individually, a "Party").
WHEREAS, Onyx owns and operates a quarry located in Castle Hayne, North
Carolina known as "Quarry 1 Section 2" or "Quarry 2" as more fully described in Exhibit
A to this Agreement;
WHEREAS, Onyx owns and operates the properties immediately adjacent to and
surrounding Quarry 2 as more fully described on Exhibit S to this Agreement (together
with Quarry 2, the "Properties");
WHEREAS, Emerald wishes to use Quarry 2 to permanently dispose of residual
solids ("Residual Solids") from its chromium mineral processing operations located at
5408 Holly Shelter Road, Castle Hayne, North Carolina (the "Facility") in accordance
with Surface Disposal of Residual Solids Permit No. WQ0001492 issued by the North
Carolina Department of Environment and Natural Resources ("NCDENR") to Onyx
dated March 26,1999, a copy of which is attached as Exhibit C to this Agreement,
including any renewal permits issued to Onyx (the "Permit"); and
WHEREAS, Onyx and Emerald have agreed that Emerald's right to dispose of
Residual Solids in Quarry 2, to access Quarry 2 to dispose of the Residual Solids, and to
access Quarry 2 and the Properties to carry out its obligations hereunder shall be
governed by the terms of this Agreement.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants of the Parties hereto, it is hereby agreed as follows:
1. Disposal of Residual Solids. Onyx does hereby grant to Emerald on the terms
and subject to the conditions hereinafter set forth, an exclusive license permitting the
disposal of Residual Solids from Emerald's manufacturing facility located in Castle
Hayne, North Carolina (the "Facility"). Except for the license granted to Emerald herein,
Onyx shall not, and shall not permit any other Person (as defined in the Asset Purchase
Agreement dated October 10, 2002 entered into by and between Onyx and Emerald (the
"APA")) to dispose of materials in Quarry 2 for the term of this Agreement. Onyx
further grants to Emerald and its contractors, contractors' subcontractors and agents
access to enter Quarry 2 with trucks, machinery, personnel and equipment for the purpose
of disposing of Residual Solids from the Facility in Quarry 2.

2. Performance of Permit Duties.
(a) During the term of this Agreement, Onyx will continue to hold the Permit
in Onyx's name, or the name of an affiliate, and apply for and obtain the Permit
renewals and any other permits, licenses or authorizations required to be held by the
landowner or operator for the lawful disposal of Residual Solids from the Facility into
Quarry 2. Emerald shall cooperate with Onyx in obtaining any necessary permits,
licenses or other authorizations necessary to dispose of Residual Solids in Quarry 2_
Onyx shall provide Emerald with reasonable advance opportunity to review and approve
any applications for renewals of the Permit or applications for other permits, licenses or
authorizations required to be held by the landowner or operator for the lawful disposal of
Residual Solids from the Facility into Quarry 2, which approval shall not be
unreasonably delayed or withheld by Emerald. Except as otherwise provided in the
APA or in this Agreement, as between the Parties hereto during the term of this
Agreement, Emerald shall be responsible to perform the duties of the Permittee as set
forth in the Permit, provided however that Onyx will be responsible to conduct any
groundwater sampling and analysis, and reporting thereof set forth in the Permit, and
Onyx will be responsible for the non -routine repair of Quarry 1, Section I and for the
closure of Quarry I, Section 1.
(b) Unless otherwise provided herein, Emerald will carry out all data
collection and report preparation required under the Permit. It is the Parties' intention
that Emerald will submit all required reports to NCDENR (other than reports of
groundwater samples and analysis) on behalf of Onyx, following review and approval
by Onyx. Such reports will be provided to Onyx, pursuant to Section 12, below, three
(3) business days prior to the date of required submission. In the event that the State
requires that Onyx sign such submissions, Emerald will prepare them for Onyx's
signature, and submit them to Onyx three (3) business days prior to the required
submittal date.
(c) Upon receipt by Onyx or Elementis of a notice of violation or other
compliance -related correspondence from NCDENR, the receiving Party will promptly
provide a copy thereof to the other party. Except for such communications relating to
groundwater sampling and analysis, or to non -routine repair of Quarry 1, Section 1,
Emerald will prepare the necessary responses to NCDENR, consistent with subsection
2(b) above. Any corrective action that is required to be taken in response to the notice
of violation shall be taken by the Party who bears responsibility for the matter to be
corrected as set forth in the APA or this Agreement.
(d) Emerald further agrees to receive supernatant at the Facility for treatment
as necessary to maintain the freeboard required as set forth in Section II.2. of the Permit.
3. Certain Permit Modifications. The Parties agree that, consistent with direction
which has been given to them by the NCDENR, no later than 180 days after the date
hereof the appropriate regulatory requests will be made to NCDENR to (a) remove
references to the sludge mixing tank, force main and associated piping, valves and
fittings from the coverage of the Permit, and to add such items to the coverage of the
1-PH/1688159.2 2

NPDES Permit to be obtained by Emerald; and (b) to restate in the Permit the source of
the residuals approved for disposal as Elementis, rather than OxyChem.
4. Residual Solids.
4.1 The Residual Solids disposed of in Quarry 2 by Emerald pursuant to this
Agreement shall meet the following criteria as set forth in the Corrective Action PIan for
Groundwater Remediation by Natural Attenuation Under the Provisions of 15A NCAC
2L.0106(l) dated May 28, 1999 prepared by CRA Services, CRA Engineering, Inc. for
the OxyChem Castle Hayne Plant Closed Lagoon and Quarry 1, Sections 1 and 2:
Chloride:
Iron:
Total Dissolved Solids:
Chromium
434 milligrams/liter
5.7 milligrams/liter
868 milligrams/liter
0.6 milligrams/liter
The analysis for chromium shall be conducted pursuant to the Toxicity Characteristic
Leaching Procedure, Method I311 set forth in the United States Environmental
Protection Agency's publication SW-846 ("TCLP Method").
4.2 Notwithstanding any provision of this Agreement to the contrary: (i) the
disposal of Residual Solids in Quarry 2 by Emerald pursuant to this Agreement shall be
conducted in compliance with the Permit and all other applicable legal requirements,
including all revised or new discharge criteria that are or may in the future be imposed by
a governmental authority with respect to the Residual Solids; and (ii) Emerald's right to
dispose of Residual Solids in Quarry 2 is limited to Residual Solids from the Facility that
are not materially different in character and composition: from the Residual Solids
disposed of by Onyx in Quarry 2 immediately prior to the date hereof.
4.3 On each day that Emerald disposes of Residual Solids in Quarry 2
pursuant to this Agreement, it shall take a daily grab sample of the Residual Solids prior
to disposal in Quarry 2. Such daily grab sample shall be representative of the Residual
Solids. The liquid portion of each daily grab sample shall be analyzed for chlorides, iron,
total dissolved solids, and pH. For the purposes of this Section 4.3, a week shall be from
Monday to Sunday. One grab sample of the Residual Solids per week shall be analyzed
for chromium pursuant to the TCLP Method. Emerald shall also collect a weekly
composite sample of the Residual Solids and analyze it for chromium pursuant to the
TCLP Method. Samples for chromium will be collected at the sludge retention tank
sample tap. Within twenty (20) days after the end of each month, Emerald shall deliver
to Onyx a report summarizing all sample analyses and weekly averages required pursuant
to this Section 4.3 from the prior month. Emerald shall copy Onyx on all submittals to
the North Carolina Department of Environment and Natural Resources or any other
governmental authority relating to the disposal of Residual Solids in Quarry 2.
1-PW1688159.2

5. Access for Performance.
5.1 Onyx does hereby grant to Emerald a license to permit Emerald and its
contractors (including hereinafter its contractors' subcontractors) and agents to enter the
Properties and perform the duties of the Permittee, in accordance with the Permit, and
this Agreement (collectively "Work"). The Work shall include, but not be limited to,
sampling of the supematant and solid materials in Quarry 2.
5.2 For non -routine projects, only, Emerald shall notify Onyx at least five (5)
days prior to entering the Properties to conduct any Work, and if requested by Onyx,
Emerald shall provide to Onyx a scope of the Work Emerald intends to conduct at the
Properties. Emerald shall not be required to provide any advance notice to enter onto the
Properties for the purpose of disposing of Residual Solids in Quarry 2.
5.3 Emerald hereby agrees that its agents or contractors will observe all
appropriate safety precautions in conducting the Work. All operations of Emerald and its
agents and contractors shall be carried out in accordance with applicable federal, state,
and local laws, regulations, ordinances and orders, including applicable permitting, notice
or approval requirements. Onyx will cooperate with Emerald to obtain such permits and
approvals and provide such notice.
5.4 Emerald shall dispose of any materials used or generated during
performance of the Work, including but not limited to sampling equipment, containers,
soil and groundwater, in accordance will all applicable federal, state and local laws,
regulations, ordinances and orders, including without limitation any applicable
permitting, manifesting or approval requirements.
5.5 Emerald agrees that upon completion of the Work all materials and
equipment used or generated in the Work by Emerald or its contractors or agents shall be
promptly removed from the Properties. Emerald agrees that upon completion of the
Work, the surface of the Properties shall be restored to their original condition.
5.6 Onyx shall, at it sole cost and expense, be entitled to take split samples of
all samples collected by Emerald under this Agreement. Onyx shall supply all necessary
personnel and equipment to obtain such split samples.
5.7 The results of all tests conducted by Emerald pursuant to the terms of this
Agreement, including any and all reports and analyses obtained or compiled by
Emerald, shall be promptly furnished to Onyx upon their completion.
5.8
1-PPJI688159.2 4

5.9
6. Repair, Maintenance and Closure.
6.1
6.2
1-Pwl 6881 A2

7. Conflict with Other Agreements. Nothing in this Agreement shall in any way
effect or alter the terms and conditions of the APA. To the extent that any terms or
conditions of this Agreement conflict with the terms or conditions of any of the APA, the
APA shall apply.
8. Change in Criteria.
8.1
8.2
1-PW1688159.2

8.3
9. Successors and Assigns. Except as may be expressly provided herein, this
Agreement shall be binding upon and inure to the benefit of the successors of any of the
Parties and as such shall run with the land for the term hereof. This Agreement shall
encumber the Properties and inure to the benefit of the Facility, and all operators thereof
from time to time, for the term hereof. None of the Parties may otherwise assign or
delegate any of its rights or obligations under this Agreement without the prior written
consent of the other Party, which consent shall be in the sole and absolute discretion of
each such Party. Any purported assignment or delegation without such consent shall be
void and ineffective
10. Benefits of Apreernents Restricted to Parties. This Agreement is made solely
for the benefit of the Parties, their successors and assigns, and no other person (including
employees of the Parties) shall have any right, claim or cause of action under or by virtue
of this Agreement. Any transfer, encumbrance or sale of Quarry 2 by Onyx shall be
expressly subject to this Agreement and Emerald's rights, for the term hereof and no
transfer, encumbrance or sale of Quarry 2 shall limit in any manner or divest any of
Emerald's rights hereunder.
11. Notices. All notices, requests and other communications that are required or may
be given under this Agreement shall, unless otherwise provided for elsewhere in this
Agreement, be in writing and shall be deemed to have been duly given if and when (i)
transmitted by telecopier facsimile with proof of confirmation from the transmitting
machine or (ii) delivered by commercial courier or other hand delivery, as follows:
(A) if to Emerald,
Elementis Chromium Acquisition LP
5408 Holly Shelter Road
Castle Hayne, NC 28429
Attention: Plant Manager
with a copy to:
1-Pw1688159.2 7

Elementis Inc.
329 Wyckoffs Mill Road
Hightstown, New Jersey 08904
Attention: General Counsel
Fax: [phone]
(B) if to Onyx,
Occidental Chemical Corporation
5005 LBJ Freeway
Dallas, Texas 75244
Attention: General Counsel
Telephone: [phone]
Fax: [phone]
with a copy to:
Occidental Petroleum Corporation
10889 Wilshire Boulevard
Los Angeles, California 90024
Attention: General Counsel
Telephone: [phone]
Fax: [phone]
12. Amendment. All waivers, modifications, amendments or alterations of this
Agreement shall require the written approval of each of the Parties. The waiver by any
Party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any subsequent breach.
13. Termination.
13.1 This Agreement shall terminate on the thirtieth anniversary of the date
hereof. Emerald may terminate this Agreement at an earlier date upon one hundred
eighty (180) days prior written notice to Onyx of termination. Onyx may terminate this
Agreement at an earlier date upon one hundred eighty (180) days prior written notice to
Emerald that a "Termination Event" has occurred. A Termination Event may be declared
by Onyx if: (a) both (i) a 90-day average of all daily samples taken by Emerald pursuant
to Section 4.3 exceeds any one of the criteria for chlorides, iron or total dissolved solids
of Section 4.1 and (ii) the supernatant from Quarry 2 exceeds 80% of the same criteria,
on average, during the same 90-day period; (b) the average of eight (8) consecutive
weekly composite sample analyses for chromium by the TCLP Method exceeds the
criteria for chromium of Section 4.1; (c) Emerald has more than five (5) Missed Samples
per month in two (2) or more consecutive months; or (d) Emerald is in breach of any
material provision of this Agreement for more than ninety 90 consecutive days.
Following Onyx's written notice to Emerald that a Termination Event has occurred,
Onyx shall provide Emerald with an opportunity to demonstrate to Onyx's reasonable
1-PW1688159.2 8

satisfaction during the notice period that Emerald has taken adequate corrective measures
to eliminate the circumstance(s) and/or harm that resulted in the Termination Event. If
Onyx is reasonably satisfied with the corrective measures taken by Emerald, Onyx shall
rescind its notice of termination. Termination pursuant to this Section shall be the sole
and exclusive remedy available to Onyx under this Agreement for exceedances of the
criteria set forth in Section 4.1. The provisions of Section 5, however, shall survive
termination.
13.2 The parties agree that at any time within one hundred eighty (180) days
from the date hereof, if Emerald shall so reasonably request, they will enter into good
faith discussions regarding the criteria set out in Section 4.1. If, as part of such
discussions, Emerald is able to demonstrate that thirty (30) consecutive daily samples
taken pursuant to Section 4.3 during production at the Facility when the Facility is
operating at greater than 90% of the Facility's full capacity do not reasonably assure that
the Residual Solids will consistently meet the criteria in Section 4.1 at the Facility's full
capacity, then Onyx shall, at its option, either raise the criteria in Section 4.1 or fund
modifications to the wastewater treatment plant to bring the Residual Solids into
compliance with the criteria in Section 4.1. So long as Emerald uses its commercially .
reasonable efforts to bring the Residual Solids into compliance with the criteria in
Section 4.1, Onyx shall not have the right to terminate this Agreement during the
pendancy of the discussions and actions required by this Section 13.2. The maximum
Cessation Costs set forth in Section 8.1 shall be reduced by the amount of any funding
made by Onyx under this Section 13.2, and the parties shall proceed consistent with the
procedures set out in Section 8.2.
14, Construction. In construing this Agreement, the following principles shall be
followed: (i) no consideration shall be given to the captions of the articles, sections,
subsections or clauses, which are inserted for convenience in locating the provisions of
this Agreement and not as an aid in construction: (ii) no consideration shall be given to
the fact or presumption that any of the parties had a greater or lesser hand in drafting this
Agreement; (iii) examples shall not be construed to limit, expressly or by implication, the
matter they illustrate; (iv) the word "includes" and its syntactic variants mean "includes,
but is not limited to" and corresponding syntactic variant expressions; (v) the plural shall
be deemed to include the singular, and vice versa; (vi) each gender shall be deemed to
include the other gender; and (vii) each exhibit, appendix, attachment and schedule to this
Agreement is a part of this Agreement.
15. Governing Law. The Iaws of the State of North Carolina shall govern the
construction, interpretation and effect of this Agreement without giving effect to any
conflicts of law principles.
16. Dispute Resolution. All disputes under this Agreement shall be resolved in
accordance with Section 5.3(h) of the AFA.
17. Counterparts. This Agreement, may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same instrument.
1-PM 688159.2 9

18. Severability. In the event that any provision of this Agreement shall be Finally
Determined (as defined in the APA) to be unlawful, such provision shall, so long as the
economic and legal substance of the transactions contemplated hereby is not affected in
any materially adverse manner as to any of the Parties, be deemed severed from this
Agreement and every other provision of this Agreement shall remain in full force and
effect.
19. Further Assurances. From time to time, at the request of any other Party, each
Party shall execute and deliver or cause to be executed and delivered such additional
documents and instruments and take all such further action as may be necessary or
desirable to consummate the transactions contemplated by this Agreement.
20. Memorandum. At the option of Emerald, counsel for Emerald shall prepare, in
recordable form, a memorandum of this Agreement suitable for recording in the New
Hanover County, North Carolina recorder's office. Onyx agrees to execute such
memorandum, in recordable form, at the request of Emerald.
1-M1688159.2 10

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
OCCIDENTAL CHEMICAL CORPORATION
By:
_ tL',f-
N e: J.R. Havert
Titttl Vice President and Treasurer
ELEMENTIS CHROMIUM ACQUISITION LP
By:
Name:
Title:

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
OCCIDENTAL CHEMICAL CORPORATION
Un
Name:
Title:
ELEMENTIS CHROMIUM ACQUISITION LP
By: Elementis Chromium GP Inc.,
its general partner
By:
U"
Name: Walker Allen
Title: Authorized Signatory