WQ0001492_Final Permit_20070925

O� W AFh' Michael F. Easley, Govemor
'p QC, William G. Ross Jr., Secretary
Goy North Carolina Department of Environment and Natural Resources
r
? —1 Coleen H. Sullins, Director
❑ Division of Water Quality
September 25, 2007
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 (SDq
Surface Disposal of Residual Solids (503 Exempt)
New Hanover County
Dear Mr. Barone:
In accordance with your permit renewal request received May 18, 2007, we are forwarding
herewith Permit No. WQ0001492, dated September 25, 2007, to Occidental Chemical Corporation for the
continued operation of the subject surface disposal of residuals solids program.
This permit shall be effective from the date of issuance until August 31, 2012, shall void Permit
No. WQ0001492 issued August 15, 2003, and shall be subject to the conditions and limitations as
specified therein. Please 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. Of special interest to you may be the following:
♦ Condition M. 5., a spill prevention and control plan shall be maintained in all residuals
transport and application vehicles.
♦ Condition IV. 3., the sampling schedule for TCLP analyzed (for chromium only) is reduced
from weekly to monthly.
♦ Condition IVA2., regarding annual report submission.
♦ Attachment A regarding monitoring requirements.
♦ Attachment C, regarding groundwater monitoring and limitations.
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 thirty (30) days following receipt of
this permit. This request must be in the form of a written petition, conforming to Chapter 150B of the
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.
NQ�A' hCarolina
Naturallil
Aquifer Protection Section 1636 Mail Service Center Raleigh, NC 27699-1636 Telephone: [phone]
Internet: www.ncwaterguality.ora Location: 2728 Capital Boulevard Raleigh, NC 27604 Fax 1: [phone]
Fax 2: (9I9) 715-6049
An Equal Opportunity/Affirtnative Action Employer— 50% Recycled110% Post Consumer Paper Customer Service: [phone]

Please note that on September 1, 2006 State Administrative Code 15A NCAC Subchapter 02T —
Waste not Discharged to Surface Water was adopted. This permit incorporates the requirement of these
rules. Remember to take the time to review this permit thoroughly, as some of the conditions
contained therein may have been added, changed, or deleted from those in previously issued permits
If you need additional information concerning this matter, please contact Chonticha McDaniel at
[phone] or [e-mail].
Sincerely,
for Coleen H. Sullins.
cc: New Hanover County Health Department
Wilmington Regional Office, Aquifer Protection Section
Mr. Charles Lavender, Conestoga -Rovers & Associates, Inc.
Technical Assistance and Certification Unit
APS Central Files
LAU Files

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 residuals surface disposal program for Occidental Chemical Corporation and
consisting of the surface disposal of residuals generated by the residuals source -generating facilities listed
in the most recently -certified Attachment A to the surface disposal sites listed in the most recently -certified
Attachment B with no discharge of wastes to surface waters, pursuant to tte permit renewal application
package received on May H, 2007 and in conformity with the project plan, 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 August 31, 2012, shall void Permit
No. WQ0001492 issued August 15, 2003, and shall be subject to the following specified conditions and
limitations:
1. SCHEDUALS fylease review the entire permit for reporting, monitoring and -other, on -going activitiesl
No later than six months prior to the expiration of this permit, the Permittee shall request renewal of
this permit on official Division forms. Upon receipt of the request, the Division will review the
adequacy of the facilities described therein, and if warranted, will extend the permit for such period
of time and under such conditions and Iimitations as it may deem appropriate. Please note that Rule
15A NCAC 02T .0105(d) requires an updated site map to be submitted with the permit renewal
application.
WQ0001492 Version 3.0 Shell Version 070815 Page 1 of 10

2. 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, Aquifer Protection
Section, 1636 Mail Service Center, Raleigh, NC 27699-1636.
II. PERFORMANCE STANDARDS
1. 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 this residuals surface disposal program.
2. No residuals other than those generated by the residuals source -generating facilities listed in the
most recently -certified Attachment A of this permit shall be approved for surface disposal in
accordance with this permit.
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.
4. Only residuals that are non -hazardous under the Resource Conservation and Recovery Act (RCRA)
shall be disposed of in the surface disposal unit.
Only the surface disposal sites listed in the most recently certified Attachment B of this permit are
approved for surface disposal of residuals. A permit modification application is required for any
new surface disposal sites to be added to Attachment B.
6. 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
(milli ams per kilogram)
Arsenic
30
Chromium'
200
Nickel
210
a 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 1V. 3, and as long as the groundwater monitoring
program as stipulated in Attachment C of this permit demonstrates that the surface disposal unit is
not causing the assigned groundwater quality standards to be violated.
WQ0001492 Version 3.0 Shell Version 070815 Page 2 of 10

Level gauges shall be maintained at all times to monitor freeboard levels in Quarry I/Section I and
Quarry I/Secction II of the surface disposal unit.
The facilities permitted herein must be constructed and maintained according to the following
setbacks:
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 'n 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.
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 rernediation 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, 1983, 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.
10. The REVIEW BOUNDARY shall be established around each surface disposal site midway between
the Compliance Boundary and the perimeter of the residuals surface disposal area. Any exceedance
of Groundwater Quality Standards at the Review Boundary shall require action in accordance with
15A NCAC 2L .0106 (d)(1).
WQ0001492 Version 3.0 Shed Version 070815 Page 3 of 10

11. In accordance with 15A NCAC 02L .0107(d), no wells, other than monitoring wells, shall be
constructed within the compliance boundary except as provided by 15A NCAC 02L .0107(g).
12. The appropriate local governmental official (i.e., county manager, city manager, etc.) shall be
notified at least 24 hours prior to the initial residuals surface disposal event to any new surface
disposal site. In addition, the appropriate county manager's office shall be notified prior to the initial
residuals surface disposal event on any new site so that they will be aware that residuals surface
disposal activities have commenced on the site.
13. The Aquifer Protection Section of the appropriate Division's regional office shall be notified at least
24 hours prior to the initial residuals surface disposal event on any new surface disposal site. Such
notification to the Regional Aquifer Protection Supervisor shall be made during normal office hours
(i.e., from 8:00 a.m. until 5:00 p.m.) between Monday and Friday, but excluding State Holidays. A
list of the Division's regional offices, their county coverage, and their contact information may be
downloaded from the web site at http://www.enr.state,nc.us/html/reg.ionaloffices.html,
M. OPERATION AND MAINTENANCE REQUIREMENTS
The residuals surface disposal program shall be effectively maintained and operated at all times as a
non -discharge system to prevent the discharge of any wastes resulting from the operation of this
program. The Permittee shall maintain an Operation and Maintenance Plan pursuant to 15A NCAC
02T .1110 including operational functions, maintenance schedules, safety measures, and a spill
response plan.
2. 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.
3. Upon classification of the residuals surface disposal program by the Water Pollution Control System
Operators Certification Commission (WPCSOCC), the Permittee shall designate a certified land
application/residuals operator to be in responsible charge (ORC) of the program. The operator shall
hold a certificate of the type classification assigned to the program by the WPCSOCC. The
Permittee shall also designate a certified back-up operator of the appropriate type to comply with the
conditions of 15A NCAC 8G .0201.
4. This permit shall become voidable if operation of the surface disposal sites causes contravention of
surface water or groundwater standards and may be rescinded unless the surface disposal sites are
maintained and operated in a manner that will protect the assigned water quality standards of the
surface waters and groundwater.
A copy of this permit shall be maintained at the surface disposal unit when residuals are being
disposed during the life of this permit. A spill prevention and control plan shall be maintained in all
residuals transport and application vehicles.
6. The active surface disposal unit shall not restrict the flow of a base flood.
The active surface disposal unit shall not be located in an unstable area.
WQ0001492 Version 3.0 Shell Version 070815 Page 4 of 10

8. 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 each site.
9. Adequate provisions shall be taken to prevent any surface runoff from occurring from any active
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.
10. Adequate provisions shall be taken to prevent wind erosion and surface runoff from conveying
residuals from the surface disposal sites onto adjacent properties or into any surface waters.
11. Food crops, feed crops, and/or fiber crops shall not be grown on an active surface disposal unit,
unless approval has been requested and received from the Division.
12. Animals shall not be grazed on an active surface disposal unit, unless approval has been requested
and received from the Division.
13. 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).
14, 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.
15. 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.
W. MONITORING AND REPORTING REQUIREMENTS
Any monitoring (i.e., including groundwater, surface water, residuals, soil, or plant tissue analyses)
deemed necessary by the Division to ensure protection of the environment shall be established, and
an acceptable sampling and reporting schedule shall be followed.
2. Residuals generated by each residuals source -generating facility listed in the roost -recently -certified
Attachment A of this permit shall be analyzed to demonstrate that they are non -hazardous under the
Resource Conservation and Recovery Act (RCRA). A corrosivity, ignitability, and reactivity
analysis as well as a Toxicity Characteristics Leaching Procedure (TCLP) analysis shall be
conducted on residuals generated by each residuals source -generating facility listed in the most
recently -certified Attachment A of this permit. The analyses shall be performed at the frequency
specified in the most recently -certified Attachment A of this permit, and the results shall be
maintained on file by the Permittee for a minimum of five years.
WQ0001492 Version 3.0 Shell Version 070815 Page 5 of 10

If residuals generated by a particular residuals source -generating facility are insufficient to require a
surface disposal events during a required sampling period as specified in the most recently -certified
Attachment A of this permit (e.g. no surface disposal occur during an entire year when annual
monitoring is required), no sampling data is required during the period of inactivity. The Permittee
shall submit an annual report, as required in condition IV. 9., even in the event that no surface
disposal events occur during an entire year; the annual report shall include an explanation for
missing sampling data.
Only residuals that are generated by the residuals source -generating facilities that are identified as
being exempt from this condition in the most recently -certified Attachment A of this permit shall not
be required to comply with this monitoring requirement.
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)
m-Cresol (200.0)
o-Cresol (200.0)
p-Cresol (200.0)
Cresol (200.0)
2,4-D (10.0)
1,4-Dichlorobenzene (7.5) Nitrobenzene (2,0)
1,2-Dichloroethane (0.5)
Pentachlorophenol (100.0)
1, 1 -Dichloroethylene (0.7)
Pyridine (5.0)
2,4-Dinitrotoluene (0.13)
Selenium (1.0)
Endrin (0.02)
Silver (5.0)
Hexachlorobenzene (0.13)
Tetrachloroethylene (0.7)
Heptachlor (and its hydroxide) (0.008)
Toxaphene (0.5)
Hexachloro-1,3-butadiene (0.5)
Trichloroethylene (0.5)
Hexachloroethane (3.0)
2,4,5-Trichlorophenol (400.0)
Lead (5.0)
2,4,6-Trichlorophenol (2.0)
Lindane (0.4)
2,4,5-TP (Silvex) (1.0)
Mercury (0.2)
Vinyl chloride (0.2)
Methoxychlor (10.0)
Methyl ethyl ketone (200.0)
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 month, minimum.
b. Composite sample: One per month, 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 yearly basis to the following address:
Aquifer Protection Section Regional Supervisor
Wilmington Regional Office
NCDENR-DWQ
127 Cardinal Drive Extension
Wilmington, North Carolina 28405-3845
WQ0001492 Version 3.0 Shell Version 070815 Page 6 of 10

4. An analysis shall be conducted on residuals generated by each residual source -generating facility
listed in the most recently certified Attachment A of this permit. The analysis shall be performed at
the frequency specified in the most recently certified Attachment A of this permit, and the results
shall be maintained on file by the Permittee for a minimum of five years. The analysis shall include,
but shall not necessarily be limited to, the following parameters:
Arsenic Chromium Nickel
Percent Total Solids pH
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.
If residuals generated by a particular residuals source -generating facility are insufficient to require a
surface disposal events during a required sampling period as specified in the most recently -certified
Attachment A of this permit (e.g. no surface disposal occur during an entire year when annual
monitoring is required), no sampling data is required during the period of inactivity, The Permittee
shall submit an annual report, as required in condition IV. 9., even in the event that no surface
disposal events occur during an entire year. The annual report shall include an explanation for
missing sampling data.
Monitor wells shall be sampled after construction and within three months prior to initiating waste
disposal operations. Monitor wells shall be sampled thereafter at the frequencies and for the
parameters specified in Attachment C. All mapping, well construction forms, well abandonment
forms. and monitoring data shall refer to the permit number and the well nomenclature as provided
in Attachment C and Figure 2.
For the initial sampling of the well as specified elsewhere in the permit, the permittee shall submit a
copy of the GW-1 Form (Well Construction Record) that lists this permit number and the
appropriate monitoring well identification number with the Compliance Monitoring Form (GW-59)
for that well. Initial Compliance Monitoring Forms that do not include copies of the GW-1 form are
incomplete and may be returned to the permittee without being processed.
7. Two copies of the results of the sampling and analysis must be received on Form GW-59
(Groundwater Quality Monitoring: Compliance Report Form), along with attached copies of
laboratory analyses, by the Division of Water Quality, Information Processing Unit, 1617 Mail
Service Center, Raleigh, North Carolina 27699-1617 on or before the last working day of the month
following the sampling month. Form GW-59 shall include the number of this permit and the
appropriate well identification number. One Form GW-59a certification form shall be provided for
each set of sampling results submitted.
8. Laboratory analyses of parameters as required by Condition 1V. 1., Condition IV. 2., Condition IV.
3., and Condition IV. 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).
Laboratory analyses of parameters as required by Condition IV. L, Condition IV, 2., Condition IV,
3., Condition IV. 4., and Condition IV. 5. shall be in accordance with 15A NCAC 02B .0505.
WQ0001492 Version 3.0 Shell Version 070815 Page 7 of 10

10. Proper records shall be maintained by the Permittee tracking all residuals surface disposal events.
These records shall include, but are not necessarily limited to, the following information:
a. Date and freeboard level measurements in Quarry USection I and Quarry/Section H; 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 ISection 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 ISection I and Quarry ISection Il of the
surface disposal unit in gallons or cubic yards (i.e., excluding freeboard);
e. Remaining volume in Quarry ISection I and Quarry I/Section 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 USection Ii
of the surface disposal unit in years (i.e., excluding freeboard).
11. All records required as part of this permit shall be retained a minimum of five years.
12. Three copies of an annual report shall be submitted on or before March 1". The annual report shall
meet the requirements described in the Instructions For Residuals Application Annual Reporting
Forms. The most recent instructions for reporting and annual report forms are available on the
Surface disposal Unit website at http://h2o.enr.state.nc.us/lau/compliance.html, or can be obtained
by contacting the Surface disposal Unit directly. The annual repast shall be submitted to the
following address:
NCDENR-DWQ
Information Processing Unit
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
13. Noncompliance Notification
The Permittee shall report by telephone to the Wilmington Regional Office, telephone number (910)
796-7215, 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 the surface disposal program which results in the surface disposal of
significant amounts of wastes which are abnormal in quantity or characteristic.
b. Any failure of the surface disposal program resulting in a release of material to receiving waters.
c. Any time that self -monitoring information indicates that the facility 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 render the facility incapable of
adequate residual treatment.
WQ0001492 Version 3.0 Shell Version 070815 Page 8 of 10

e. Any spillage or discharge from a vehicle or piping system during transportation of residuals.
For any emergency that requires immediate reporting (e.g., discharges to surface waters, imminent
failure of a storage structure, etc.) outside normal business hours must be reported to the Division's
Emergency Response personnel at telephone number [phone], [phone], or (919) 733-
3300.
Persons reporting such occurrences by telephone shall also file a written report in letter form within
five (5) 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.
V. INSPECTIONS
1. Adequate inspection and maintenance shall be provided by the Permittee to ensure proper operation
of the subject facilities.
2. Prior to each residuals surface disposal event, the Permittee or his designee shall inspect the
residuals storage, transport, and application facilities to prevent malfunctions and deterioration,
operator errors, and discharges that 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
Permittee 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.
3. 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
sites or facilities at any reasonable time for the purpose of determining compliance with this permit;
may inspect or copy any records that must be kept under the terms and conditions of this permit; and
may obtain samples of groundwater, surface water, or leachate.
VI. GENERAL CONDITIONS
This permit shall become voidable unless the residuals surface disposal events are carried out in
accordance with the conditions of this permit, the supporting materials, and in the manner approved
by the Division.
This permit shall be effective only with respect to the nature and volume of residuals described in
the application and other supporting data.
3. Failure to abide by the conditions and limitations 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.
4. 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 2T .0105 (c).
WQ0001492 Version 3.0 Shell Version 070815 Page 9 of 10

The issuance of this permit does not exempt the Permittec from complying with any and all statutes,
rules, regulations, or ordinances, which may be imposed by other government agencies (local, state,
and federal) that have jurisdiction. Of particular concern to the Division are applicable river buffer
rules in 15A NCAC 02B .0200, erosion and sedimentation control requirements in 15A NCAC
Chapter 4 and under the Division's General Permit NCG010000, and any requirements pertaining to
wetlands under 15A NCAC 02B .0200 and 02H .0500.
6. This permit may be modified, 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.
7. This permit shall not be automatically transferable. In the event that there is a desire for the
residuals surface disposal program to change ownership or to change the name of the Permittee, a
formal permit request shall be submitted to the Division 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.
Permit issued this the 25 b day of September, 2007.
NORTH CARD A NMENTAL MANAGEMENT COMMISSION
Lor Coleen H. Sullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission
Permit Number WQ0001492
WQ0001492 Version 3.0 Shell Version 070815 Page 10 of 10

ATTACHMENT A - Approved Residual Sources
Permit Number- WQ0001492 Version: 3.0
Occidental Chemical Corporation - Castle Hayne Manufacturing Facility (SDU)
Permit
Issued
Maximum
Monitoring
Monitoring
Approved
Owner
Facility Name
County
Number
By
Is 503?
Dry Tons
Frequency for
Frequency for
Mineralization
Per Year
Condition IV. 2.
Condition IV. 4.
Rate
Elementis
Castle Hayne Manufacturing
New Hanover
NCO003875
DWQ
non 503
171,000 n
Annually `
Monthly
n/a
Chromium, L.P.
Facility W WTP
Total
171,000
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.
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, as provided for in the Quarry
License Agreement originally executed on December 6, 2002 and attached as Attachment D to this permit.
Additional monitoring for chromium is required. Please see permit Condition N_ 3. for more detail.
WQ0001492 Version 3.0 Shell Version 070815 Pagel of2

THIS PAGE BLANK
WQ0001492 Version 3.0 Shell Version 070815 Page 2 of 2

ATTACHMENT B - APPROVED SURFACE DISPOSAL SITES
Permit Number: WQ000I492 Version: 3.0
Occidental Chemical Corporation - Castle Hayne Manufacturing Facility (SDU)
Field/ Site
Owner
County
Latitude
Longitude
Net Acreage
Quarry I 1 Section I
Occidentai Chemical Corporation
New Hanover
34022'15"
77052'09"
96.0
Quarry I / Section 11
Occidental Chemical Corporation
New Hanover
34"21'56"
77052' l 8"
70.6
Total
166.6
WQ0001492 Version 3.0 Shell Version 070815 Page I of 2

THIS PAGE BLANK
WQ0001492 Version 3.0 Shell Version 070815 Page 2 of 2

rq
;5�`+pr�i'..'Ja�'. ^ /l\�\� r}�•.�� � i •*'e . `a �S)• ( �� 'u4'` ',-?r, • \. r� �-�rJJ•I (J] S`
ED
cur,
U C
IA
''����''' s.:'t sl. i t 5 � �� � t r X '• ry r5�a�'i � U
10 "WO
W4
m
1A ;F" 0
Otto.
L
. 9.1
Wk —
gglmm
Cig
qVF
a.My. kqVF
oilM 0
FI4
6 L
CD
v
NKLM

A/
r ect r W-$ Ri vP MW-16
(�fePeri L14C
a`1 �� �- '�� �`.`' o =-�o '1� 1 r`r i�-r • , :. 1 ✓ft-rs a•,t '
w
r x
,� '�'` 0.u,r�.,y `•'�! � Vro.a �i �ro 'a•liaunda 1`! C-�.. y .:��.�
-• A/vlt1� �f_
-XISTING•,' I�EN-[SAL= PROPERTY r
I f G I E T L Y / x.=/ tom, otiW-7� I' ' k
soo',-
131
Sri. , r'.� �017 t f! ,rls�y'• � +— /' • �"� _ s— yr
S- TI rl a ky.rt
v;(to t-Qmpll Mce �JS ���{{1 1']
f. 1 / ssr f li/.r k ue.rne�ir r �' 1j •�V�,W _
1 - a ; .• '�I -< ,.:�, �L�„ r W _ 1�71A /// �' Q rz6 _�_ o f : �-"L µa,1 «M
.- ! s: .`sff��.� ^—� t �r _ Siry �•—�F7_/�
F Ct r]rp4�47 1r _ .r a it µr ,/L La :•r 1 ..^''� -
%` I .` T F1vr.r}� X j1[W-lt�: ` Propviy iinE
'EXPLAlJA770IV
.. ` .. • . .a.r. -. �n �a,�' r.rs-,.n.e r.. rt.. r r...a cn ...wrvs _ �. j • '. �r.�a.ly ���@
•:,., Co.frlrnr,tr parrnda
�� : � -. f � - — — RavFrw Aee1n�•r•yrY n �f .
a.ra Soo food F, rr - ,� Mmii•r Will Cj"for
,Brr1Ai1rJ" '
f 1 W -13 SCALE FIGURE 2
® Ac f " e [1 s,,; r PY We [ r s OCCIDENTAL CHEMICAL CORPORATION
SURFACE DISPOSAL OF RESIDUAL SOLIDS
X +� kc �r v c Man f fa G1 t 1.1 s NEW HANOVER COUNTY
� ovoi�'g2IGWo2o1� -
SITE DETAIL MAP

ATTACHMENT C — GROUNDWATER MONITORING AND LIMITATIONS Permit Number: WQ0001492 Version: 3.0
Monitoring wells: MW-1, MW-2, MW-3, MW-8, KW-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.
GROUNDWATER CHARACTERISTICS
GROUNDWATER
STANDARDS
MONITORING REQUIREMENTS
Parameter. Description - Parameter Code
Daily Maximum
Frequency
Measurement
Sample Type
Footnotes
Solids, Total Dissolved- 180 Deg.0 - 70300
500
mg/l
3 X year
Grab
1
Chloride (as Cl) - 00940
250
mg/1
3 X year
Grab
1
Chromium, Total (as Cr) - 01034
0.05
mg/l
3 X year
Grab
I
Iron, Total (as Fe) - 01045
0.30
mg/1
3 X year
Grab
I
pH - 00400
6.5 - 9.5
S.U.
3 X year
Grab
I
Water level, distance from measuring point - 82546
3 X year
Calculated
1, 2, 3
Monitoring wells shall be reported consistent with the nomenclature and location information provided in Figure 2 and this attachment.
1. 3 X year monitoring shall be conducted in March, July & November.
2. The measurement of water levels shall be made prior to purging the wells. The depth to water in each well shall be measured from the surveyed
point on the top of the casing. The measurement of pH shall be made after purging and prior to sampling for the remaining parameters.
3. The measuring points (top of well casing) of all monitoring wells shall be surveyed to provide the relative elevation of the measuring point for
each monitoring well. The measuring points (top of casing) of all monitoring wells shall be surveyed relative to a common datum.
Note: Sampling and reporting of sampling results from monitoring wells: MW-11, MW-22, MW-23, and MW-24, shall still continue as stipulated
under the corrective action plan (CAP) that was approved for the Castle Hayne, NC Manufacturing Facility in 1999.
WQ0001492 Version 3.0 Shell Version 0708I5 Pagel of2

THIS PAGE BLANK
WQ0001492 Version 3.0 Shell Version 070815 Page 2 of 2

ATTACHMENT D — QUARRY LICENSE AGREEMENT
C -r
Execution Copy
Ilq ��rhl�.
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'I 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 I 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 morw 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 Sbelter 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. Disiposal 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.
i-PHl1688159.2

I 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 1 and for the
closure of Quarry 1, 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 NCDENF, 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 U.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

W
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 Plan for
Groundwater Remediation by Natural Attenuation Under the Provisions of 15A NCAC
2L.0106(1) 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 1311 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
govemmental authority relating to the disposal of Residual Solids in Quarry 2.
1-PW I688159.2 3

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 supernatant 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.
5.5 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 •PW1688159.2 4

5.9
6. Repair, Maintenance and Closure.
6.1
6.2
i-?H/1698159.2

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. Chanize in Criteria.
8.1
8.2
1 _PT4A FRR190 7
4

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 Aereements 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:
I-PIV1688159.2 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. Temination.
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

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 laws 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 APA.
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-PW1688159.2 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.
I-PH11688159.2 10

IN WITNESS WIMREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
OCCIDENTAL CHENHCAL CORPORATION
By: i2tL"-fL
N e• J.R. Havert
Titttl Vice President and Treasurer
ELEMMIMS CHROMIUM ACQUISMON LP
LM
Name:
Title:

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