NCS000211_Permit (Issuance)_20161109

F 5
-----STORMWATER^DIVISION-CODING-SHEET_ _-
PERMIT NO.
NGS 000 o"LI
DOC TYPE
FINAL PERMIT
❑ MONITORING INFO
❑ APPLICATION
❑ COMPLIANCE
❑ OTHER
DOC DATE
201 L 0 ©�
YYYYM M DD

PAT MCCRORY
i 4e'wew
DONALD R. VAN DER VAART
Energy, Mineral
and Land Resources
ENVIRONMENTAL OUALtTY
November 9, 2016
Mr. Clay Ellis
International Paper Company
6400 Poplar Avenue
Memphis, TN 38197
Sec;vhny
TRACY DAVIS
1Jlrecrnr
RECEIVED
NO►t 10 2016
CENTRAL FILES
DWR SECTION
Subject: NPDES Stormwater Permit NCS000211
International Paper Company
Formerly Weyerhaeuser NR Company
Craven County
Dear Mr. Ellis:
In accordance with your request received October 3, 2016, the Division is forwarding the
subject permit modification. This modification reflects the change in name at the subject
facility.
Please find enclosed the revised permit cover page. The terms and conditions contained in
the Individual Permit remain unchanged and in full effect. This permit modification is issued
under the requirements of North Carolina General Statutes 143-21 S.1 and the Memorandum
of Agreement between North Carolina and the U.S. Environmental Protection Agency.
If you have any questions or need further information, please contact the Stormwater
Permitting Program [phone].
Sincerely,
�5 k- &8-�
for Tracy E. Davis, P.E., CAM, Director
Division of Energy, Mineral and Land
cc: Washington Regional Office
Stormwater Permitting Program
kentral Files
State of North Carolina I Environmental Quality I Energy, Mineral and Land Resources
1612 Mail Service Center 1 512 North Salisbury Street I Raleigh, North Carolina 27699-1612
919 707 9220 T

DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
PERMIT NO. NCS000211
TO DISCHARGE STORMWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
International Paper Company
is hereby authorized to discharge stormwater from a facility located at
New Bern Mill
1785 Weyerhaeuser Road
Vanceboro
Craven County
to receiving waters designated as Neuse River, a class C; Sw stream in the Neuse River Basin, in
accordance with the discharge limitations, monitoring requirements, and other conditions set
forth in Parts 1, II, III, IV, V and VI hereof.
Signed this day November 9, 2016.
for Tracy E. Davis, P.E., Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

',,,A Weyerhaeuser
September 30, 2016
SURWhWBlf
IMUM
IMUM
Weyerhaeuser NR Company
New Bern Cellulose Fibers
h 785 Weyerhaeuser Road
Vanceboro, NC 28586
Stephen DiPiero
Environmental Engineer
Office: [phone]
email [e-mail]
Certified Mail: 7014-2120-0002-3710-9438
Ms. Julie Ventaloro
Stormwater Permitting Program
NC Division of Energy, Mineral, and Land Resources
1612 Mail Service Center
Raleigh, NC 27699-1612
Dear Ms. Ventaloro,
The Weyerhaeuser NR Company has sold the New Bern Cellulose Fibers Mill in
Vanceboro NC to International Paper. We are notifying you in advance of the ownership
transfer as required and anticipate this change is to occur on or about November 1, 2016.
However, due to circumstances that may be outside of our direct control, this actual
transfer date is subject to change. If this does occur, we will notify you as soon as
practicable.
The New Bern Cellulose Fibers Mill has a Stormwater NPDES permit No. NCSOQ0211 that
needs to be transferred to International Paper ownership. I don't anticipate needing to
make any modification to the existing permit. Please find attached the completed Permit
Name/Ownership Change Request form along with a copy of legal documentation for the
transfer of ownership. Please contact me if you have any questions regarding this request.
Sincerely,
-,,� "-PtP"
Stephen DiPiero
Environmental Engineer
J. Ashley; R. Brinson;
RECEIVED
OCT 03 2016
b8;4W (NALITY
$fi�1ul�iAfi�K2 ill�l�.

49-
4 Division of Energy, Mineral & Land Resources
PA
Land Quality Section/Stormwater Permitting
National Pollutant Discharge Elimination System
NCDENR
.H4 HAiJRLL R[ap��ff! PERMIT NAMEIOWNERSHIP CHANGE FORM
Fj,N�pNMfN*
A0aa
w� Lnv&,�.
FOR AGENCY USE ONLY
Date Received
Year
Month
Da
1. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
D o .z 1 1
II. Permit status prior to requested change.
a. Permit issued to (company name): ffu 16C_ Fbe"
b. Person legally responsible for permit:-Tb�,.n _ Ashley
First Ml Cast
c. Facility name (discharge):
d. Facility address:
e. Facility contact person:
V1t;~ tTCsir�Ex+'1- qri� l-ac�',} lyavla e�2
Title -
7 8 5 RD
�) Permit Holder Mailing Address
2V+(e&,Lo 1)(_
City State Zip
(0 3 3 - 72-�'z_
Phone
Fax
WE_ycrAaeu Set A)R (!pr1 pctri,J �)G,t) Bcrv\ Ce.l jJ8Se_ FYJ
17851- We_j,_rkoewgck_ R� -
Address
A C<10 0--D A110— 18S$ ra
city state zip
Ste-Pke-vN T DI flew - (zSZ. ) 633 -7633
First / Ml / Last
Phone
111. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: 0 Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b.
Permit issued to (company name):
Sn a Pa &_ o m 0
c.
Person legally responsible for permit:
(' I OL V 0 1
Fi t MI Last
146044juno l L_r1 61).t -" f
Title` J
G�00 _IPo"'A" ()reAge-
n�CENED
i�
Permit Holder Mailing Address
OCR 4 3 201�
M c►,7 A,'Is -Tr j 3 e I p -7
„ �
City State Zip
7918-14j,L11ts@
"T wW
Phone -mail Address
d.
Facility narif�isee ge):
IrJ m,- toad. C Ri e_ - Ale -kJ Berri f`A.I
e.
Facility address:
f 7 BS W,- Gl' ha e_u$ ew_ Ra
` ] f Address
V Q+nte_boP_0 c_ �8�8
_ _I
City State Zip %
f.
Facility contact person:
T Di P l r rto V
First MI Last
(.2Y-2-) 633 -7633 stwe_ ,AeRo@ cJeyer��ac�tle�.co,.�
Phone E-mail Address
IV. Permit contact inrormation (if different from the person legally responsible for the permit)
Revised Jan. 27, 2014

NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2of2
Permit contact: 22Eebe111 T C) I plte p
First ++ MI Last
`G+)J10'ar,wie✓t+a1 EVI toccae._
Title
Za
Mailing Address
Uctnce�o�v , NC. 286-66
City State Zip
(LSZ) 633- 7633 s kjc,d ijot, a We�LerhoeLue2, cor+j
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change? .
Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
I, , attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
`l- Sigr at0re - r Date
APPLICANT CERTIFICATION
1, �, attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
Signature
Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Revised Jan, 27. 2014

NPOS PERMIT NAME/OWNERSHIP CHANGE FORM
Pag6 2 of 2
Permit contact: 5fx I eo T• (E) I F,c.ero
first Mt Last
F—nt)iron smeelIa/ Evi vice-r--
Title
! 705 e-r �a e c�serz- RD
—� Mailing Address -�
V�, ncc bad u , NC. 285-8(-
City State zip
(L.S'Z)_ 633 - 7633 s kx,d�a0, C �•',�retae ueA cam,
Phone _ - E-mail Address T_r
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
0 Yes
❑ No (please explain)
V1.Required Ream; THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is r ui for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
....................................................................................................................
The certifications below must be completed and signed by_th the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
1, _ . attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. 1 understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
`� Sigragift ' Date
APPLICANT CERTIFICATION
I, attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the of my knowledge. I understand that if all required parts of this application are not
completed arms if all required supporting information is not included, this application package will be
tk
Signature Date
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, Orth Carolina 27699-1612
RwAW Jan, 27, 2014

EXECUTION VERSION
PURCHASE AGREEMENT
Dated as of the Ist day of May, 20I6,
Between
RRAE,CISER NR MOMPA
and
INTERNATIONAL PAPER COMPANY

THIS PURCHASE AGREEMENT (this "Agrcernent") dated this Ist day of May, 2016, between
Weyerhaeuser NR Company, a Vrashington corporation (" Seller "), and International Paper Company, a New
York corporation (" Purchaser ').
WHEREAS Purchaser wishes to purchase, or cause one or more of its subsidiaries designated by Purchaser (each, a "
Purchaser Sub ") to purchase, from Seller, and Seiler wishes to sell to Purchaser and any such Purchaser Subs, (1) the Transferred
Equity Interests and (2) the Transferred Assets, upon the terms and subject to the conditions of this Agreement; and
Section 11.03.
WHEREAS capitalized terns used but not defined elsewhere in this Agreement shall have the meanings set forth in
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Purchase and Sale of the Transferred Equity Interests and the Transferred Assets
SECTION 1.01.
Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause all
other applicable members of the Seller Group to, sell, transfer, assign and deliver to Purchaser, or, if requested by Purchaser, one or
more Purchaser Subs, and Purchaser shall, or shall cause one or more Purchaser Subs to, purchase, acquire and accept from Seller
and any such member of the Seller Group, all of Seller's and such members' right, title and interest in, to and under (a) the
Transferred Equity Interests and (b) all the Transferred Assets (other than the assets of the Transferred Entity) for (i) an aggregate
purchase price of (A) $2,200,000,000 in cash plus (B) the Lease Buyout Amount, if any (the " Purchase Price "), which Purchase
Price is subject to adjustment as set forth in Sections 2.03 and 6.04(d), and (ii) the assumption (including through the Transferred
Entity) of the Assumed Liabilities. The purchase and sale of the Transferred Equity Interests and the Transferred Assets and the
assumption of the Assumed Liabilities are collectively referred to in this Agreement as the " Acquisition ".
SECTION 1.02.
j nsferred Ass= aW Excludgd Assets. (%3) For purposes of this Agreement, " Tmafc[md Assets " means all of the properties,
assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind or nature, real or personal,
tangible or intangible, that are owned by Seller or any other member of the Seller Group and used or held for use primarily in, or
arise primarily out of or relate primarily to, the Business or the operation or conduct of the Business, including the following (in each
case, other than the Excluded Assets):
(i)
all owned real property, leaseholds and other interests in real property of Seller or any other member of the Seller Group
used or held for use primarily in the operation or

grants, concessions, exemptions or orders of, or registrations, certificates or declarations with, any Governmental Entity ("
Permits") (including any pending applications therefor) that are held by Seiler or any other member of t e Seller Group and
used or held for use primarily in the operation or conduct of the Business, in each case to the extent such Permits are
transferable (the " Transferred Permits ");
(vii)
(A) all contracts, agreements (including confidentiality agreements, joint development agreements, toll manufacturing
agreements, engineering agreements and consulting agreements), leases (including equipment leases), subleases (including
equipment subleases), licenses (including equipment licenses and to software and other Intellectual Property Rights), notes,
bonds, debentures, indentures, guarantees, commitments and all other legally binding instruments, arrangements and
understandings, whether or not in writing (" Contracts-"), to which Seller or any other member of the Seller Group is a party
or by which Seller or any other member of the Seller Group is bound and which are set forth as Business Material
Agreements in Section 1.02(a)(vii) of the Seller Disclosure Letter (excluding from this clause (vii)(A) Shared Contracts,
Contracts relating to the Transferred Vehicles and Forklifts and Contracts that are the subject of Section 4.14(a)(viii)), and
(B) all other Contracts to which Seller or any other member of the Seller Group is a parry or by which Seller or any other
member of the Seller Group is bound that are used or held for use primarily in, or that arise primarily out of the operation or
conduct of the Business (excluding from this clause (vii)(B) Shared Contracts, Contracts relating to the Transferred Vehicles
and Forklifts and Contracts that are the subject of Section 4.14(a)(viii)) (the foregoing collectively, the " Transferred
COWSAQW"}.
i
(viii)
all rights of Seller or any other member of the Seller Group in and to products sold or leased (including products returned
after the Closing Date and rights of Seller or any other member of the Seller Group of rescission, replevin, set-off and
reclamation) primarily in the operation or conduct of the Business;
(ix)
all credits, prepaid expenses, rebates, deferred charges, advance payments, security deposits and prepaid items (except for
those related to Taxes arising out of, related to or in respect of a Retained Liability) that are used or held for use primarily in,
or that arise primarily out of the operation or conduct of the Business;
(x)
all rights, claims, causes of action and credits owned by Seller or any other member of the Seller Group to the extent
relating to any Transferred Asset or any Assumed Liability, including any such item arising under any guarantee, warranty,
indemnity, right of recovery, right of set-off or similar right in favor of Seller or any other member of the Seller Group in
respect of any Transferred Asset or any Assumed Liability;

the Seller Group reflected on the Balance Sheet or set forth in Section l A2(a)(xix) of the Seller Disclosure Letter.
For purposes of this Agreement (i) whether any property, asset, goodwill or right owned by Seller or any other
member of the Seller Group meets a standard of "wed or held for use primarily in, or arising primarily out of or relating primarily
to" the Business (or any similar standard), for purposes of establishing whether it constitutes a Transferred Asset, shall be
determined by considering the period from the date of the Balance Sheet to the Closing Date, and not merely the Closing Date and
(ii) the assets of the Transferred Entity shall constitute Transferred Assets to the extent that they meet the definition of "Transferred
Assets".
(b)
For the purposes of this Agreement, " ENgluded Ass9ts-" shall mean the following assets owned by Seller or any other member of
the Seller Group to the extent such assets would otherwise constitute Transferred Assets:
W
all assets set forth in Section l .02(b)(i) of the Seller Disclosure Letter;
(ii)
all cash and cash equivalents, other than the cash and cash equivalents described in Section 1.02(a)(xviii);
(iii)
all insurance policies, other than the Business Insurance Policies, and all rights and claims thereunder and any proceeds
thereof, other than as described in Section 6.16;
(iv)
all rights, claims, causes of action and credits to the extent relating to any Excluded Asset or any Retained Liability,
including any such item to the extent arising under any guarantee, warranty, indemnity or similar right in favor of Seller or
any other member of the Seller Group in respect of any Excluded Asset or any Retained Liability;
(v)
all shares of capital stock of, or other equity interests in, Seller, any affiliate of Seller or any other Person (in each case,
other than the Transferred Entity);
(vi)
all assets (other than the Assumed Benefit Plan Assets) relating to any employee benefit plan in which any employee of
Seller or any of its affiliates participates;
(vii)
subject to Section 6.02, all Records relating to the Business that form part of Seller's or any other member of the Seller
Group's (other than Records of the Transferred Entity) general ledger or that are personnel records of any individual who is
not a Transferred Employee, other than the records described in Section 1.02(a)(xi);

logs, lumber, wood chips or other wood fiber are included as Current Assets on the Statement;
(xvii)
except as provided pursuant to any Ancillary Agreement, all rights to receive, and all rights with respect to the delivery of,
corporate -level services of the type provided as of the date of this Agreement to the Business by Seller or any of its affiliates,
including assets used or held for use by Seller in connection with such corporate -level services (other than assets that are
used solely by the Transferred Employees); and
(xviii)
subject to Section 1.05, all rights related to the Seller Portion of any Shared Contract:
SECTION 1.03.
(%3) Notwithstanding anything in this Agreement to the contrary, this Agreement shall not
constitute an agreement to assign, directly or indirectly, any asset or any claim or right or any benefit arising under or resulting from
such asset if an attempted direct or indirect assignment thereof, without the consent of a third party or Governmental Approval,
would constitute a breach, default, violation or other contravention of the rights of such third party or Governmental Entity or
applicable Law, would be ineffective with respect to any party to an agreement concerning such asset, claim or right, or would in
any way adversely affect the rights of Seller or any other member of the Seller Group or, upon transfer, Purchaser or the Transferred
Entity under such asset, claim or right. If any direct or indirect transfer or assignment by Seller to Purchaser or any Purchaser Sub, or
any direct or indirect acquisition or assumption by Purchaser or any Purchaser Sub, of any interest in, or liability, obligation or
commitment under, any asset, claim or right requires the consent of a'rd party or Governmental Approval, then such transfer or
assignment or assumption shall be made subject to such consent or Governmental Approval being obtained. For the purposes of this
Section 1.03,.Governmental Approval shall not refer to the approvals described in Section 4.03(b).
(a)
If any such consent or Governmental Approval referred to in Section 1.03(a) is not obtained prior to the Closing, the Closing shall
nonetheless take place, subject to Section 2.01 and the satisfaction of the conditions set forth in Article VII and unless this
Agreement is terminated in accordance with Article VIII, and, thereafter, Purchaser and Seller shall cooperate (each at its own
expense) in any lawful and commercially reasonable arrangement proposed by Purchaser under which Purchaser shall obtain, or
cause one or more Purchaser Subs to obtain (without infringing upon the legal rights of such third party or Governmental Entity or
violating any applicable Law), the economic claims, rights and benefits under the asset, claim or right (including, in the case of the
Georgia Power Contract, the Monthly Capacity Payments and the Green Credits (as such terms are defined in the Georgia Power
Contract)), with respect to which such consent or Governmental Approval has not been obtained in accordance with this Agreement. -
Purchaser shall, or shall cause one or more Purchaser Subs to, assume any related

(V)
all Liabilities of Seller or any other member of the Seller Group to the extent arising out of or relating to products
manufactured or sold by the Business at any time, including Liabilities for refunds, adjustments, allowances, repairs,
exchanges, returns and warranty, product Iiability, merchantability and other claims to the extent relating to such products;
(vi)
all Liabilities of Seller or any other member of the Seller Group to the extent arising as a result of being the owner, lessee
or occupant of, or the operator of the activities conducted at, the Transferred Real Property;
(vi i)
all Environmental Liabilities of Seller or any other member of the Seller Group to the extent at any time arising out of or
relating to the Business, the Transferred Real Property, the ownership, operation or conduct of the Business or the ownership
or operation of, or activities conducted at, the Transferred Real Property;
(viii)
all Liabilities of Seiler or any other member of the Seller Group in respect of any Action, pending or threatened, and
claims, whether or not presently asserted, to the extent at any time arising out of or relating to the operation or conduct of the
Business;
(ix)
(A) all Liabilities of Seller or any other member of the Seller Group with respect to the Transferred Employees and their
dependents and beneficiaries arising out of or relating to any Assumed Benefit Plan or Assumed Benefit Agreement and (B)
the Liabilities expressly assumed by Purchaser pursuant to Section 6.07;
(x)
all Liabilities of Seller or any other member of the Seller Group for (A) Taxes arising out of or relating to or in respect of
the Business or the Transferred Assets or the Transferred Entity for any Post -Closing Tax Period, including the Post -Closing
Tax Period of a Straddle Period; (B) any Transfer Tax relating to the transfer of the Transferred Entity; (C) 50% of any
Transfer Taxes not described in the foregoing clause (B); and (D) Taxes imposed on the Transferred Entity attributable to a
loss of the exemption granted by the SEZ Permit resulting from the purchase of the Transferred Equity Interests pursuant to
this Agreement or any action taken by the Transferred Entity, Purchaser or any of their affiliates after the Closing other than
(x) in the ordinary course of business consistent with past practice or (y) pursuant to an agreement that Seller or any other
member of the Seller Group entered into prior to the Closing;
(xi)
all Liabilities of Seller or any other member of the Seller Group reflected on the Balance Sheet to the extent such
Liabilities arise out of or relate to the Transferred Assets,
E

ME
above.
IN WITNESS WHEREOF, each of Seller and Purchaser has duly executed this Agreement as of the date first written
WEYERHAEUSER NR COMPANY
By: Is/ Devin W. Stockfit_
Name_ Devin W. Stockfish
Title: SVP, General Counsel and
Corporate Secretary
INTERNATIONAL PAPER COMPANY
By: _ Isl C. Cato 1
Name: C. Cato Ealy
Title: Senior Vice President
Corporate Development
[ Signature Page to Purchase Agreement ]