NCG080589_COMPLETE FILE - HISTORICAL_20180212

STORMWATER DIVISION CODING SHEET
NCG PERMITS
PERMIT NO.
/v
DOC TYPE
HISTORICAL FILE
❑ MONITORING REPORTS
DOC DATE
o aoi � o a r a
WYYMMDD
I

Energy, Mineral
and Land Resources
HNVINONMRNTAL QUALITY
Mr. Franklin Lorick
Waste Industries, LLC
3301 Benson Drive
Suite 601
Raleigh, N.C. 27609
Dear Mr. Lorick:
ROY COOPER
Governor
MICHAEL S. REGAN
Secrelary
WILLIAM E. TOBY VINSON, JR.
Interim Director
February 12, 2018
Subject: NPDES Stormwater Permit NCG080589
Waste Industries, LLC
Formerly Republic Services of North Carolina, LLC
Craven County
Division personnel received your request to revise your stormwater permit Certificate of Coverage to accurately
reflect your new company and/or facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the General
Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under the
requirements of North Carolina General Statutes 143-215.1 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
at [phone].
State of North Carolina I Environmental Quality I Energy, Mineral, and Land Resources
Central Office 1 1612 Mail Service Center I Raleigh, NC 27609
919 707 9200

Sincerely,
Original Signed by Richard L. Riddle, Jr.
for William E. Toby Vinson, Jr., PE, CPESC, CPM
Interim Director
Division of Energy, Mineral and Land Resources
ccAvashington Regional Office
Central Files

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
GENERAL PERMIT NO. NCG080000
CERTIFICATE OF COVERAGE No. NCG080589
STORMWATER DISCHARGES
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,
Waste Industries, LLC
is hereby authorized to discharge stormwater from a facility located at:
Waste Industries, LLC
705 Airport Road
New Bern
Craven County
to receiving waters designated as Scotts Creek, in the Neuse River Basin; in accordance with the
effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III, and
IV of General Permit No. NCG080000 as attached.
This certificate of coverage shall become effective February 12, 2018.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day February 12, 2018.
Original Signed by Richard L. Riddle, Jr.
for William E. Vinson, Jr., F.E., Interim Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

Energy, Mineral
and Land Resources
ENVIRONMENTAL QUALITY
Mr. Franklin Lorick
Waste Industries, LLC
3301 Benson Drive
Suite 601
Raleigh, N.C. 27609
Dear Mr. Lorick:
ROY COOPER
Governor
MICHAEL S. REGAN
Secretary
WILLIAM E. TOBY VINSON, JR.
Interim Director
February 12, 2018
RECEIVE]
FEB 13 2018
CENTRAL FILES
DWR SECTION
Subject; NPDES Stormwater Permit NCG080589
Waste Industries, LLC
Formerly Republic Services of North Carolina, LLC
Craven County
Division personnel received your request to revise your stormwater permit Certificate of Coverage to accurately
reflect your new company and/or facility name.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the General
Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under the
requirements of North Carolina General Statutes 143-215.1 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
at [phone].
State of North Carolina I Environmental Quality I Energy, Mineral, and Land Resources
Central Office 1 1612 Mail Service Center 4 Raleigh, NC 27609
919 707 9200

Sincerely,
or William E. Toby Vinson, Jr., PE, CPESC, CPM
Interim Director
Division of Energy, Mineral and Land Resources
cc: Washington Regional Office
Central Files

VP
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENTAL QUALITY
DIVISION OF ENERGY, MINERAL, AND. LAND RESOURCES
GENERAL PERMIT NO. NCG080000
CERTIFICATE OF COVERAGE No. NCG080589
STORMWATER DISCHARGES
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,
Waste Industries, LLC
is hereby authorized to discharge stormwater from a facility. located at:
Waste Industries, LLC
705 Airport Road
New Bern
Craven County
to receiving waters designated as Scotts Creek, in the Neuse River Basin; in accordance with the
effluent Iimitations, monitoring requirements, and other conditions set forth in Parts 1, II, II1, and
IV of General Permit No. NCGO80000 as attached.
This certificate of coverage shall become effective February 12, 2018.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day February 12, 2018.
N/
for William E. Vinson, Jr., P.C., Interim Director
Division of Energy, Mineral, and Land Resources
By the Authority of the Environmental Management Commission

qA
LTI
KWA
If
Division of Enemy, Mineral &Land Resources�� Lund Quality See lion/Stormwater Permitting
NCDENR National Pollutant Discharge Elimination System
°•�=�--�� ^��"PERMIT NAME/OWNERSHIP CHANGE FORM
FOR AGENCY tJSE ONLY
Dare Recamed
Year
Month
Da
Please enter the permit number for which the change is requested.
N13DES Permit (or) Certificate of Coverage
N I C I S 10 N I C I to 10 1 8 10 =8 1 9
I!. Permit status Prinr to requested change.
a. Pennit issued to (company name): Republic Services of North Carolina LLC
h. Person legally responsible for permit: Drew Isenhour
First Ail last
RECEIVED Area President
'fills
DEC 20 2017 _PO Box 2993
1'cmril liolclt;r Mailing Address
dENR•LANI�QUALITY Hickory NC 28603
STORMWATER PERMITTING Cif>'""` Zip
I'hnrte Fax
c. Facility name (discharge): GDS - New Bern
d. Facilityaddress: 705 Airport Road
Address
New Bern NC 28560
cily Stale "lip
c. Facility contact person: Robert McClellon(_919 )325-4000
First 1 MI / I.ast Phone
III. Please provide the following for the requested change (revised permit).
a. Request far change is a result of: x❑ Change in ownership of the facility
❑ Name change of the facility or owner
11'wher please explain:
h. Permit issued to (company name): Waste Industries LLC
c. Person legally responsible for permit: Franklin E Leriek
Fiat Nil Lust
Vice President
Title
3301 Benson Drive, Suite 601
PeniA Iiolder Mailing Address
Raleigh NC 27609
City slate Zip
[phone] [e-mail]
I']rone Ei-mail Address
d. Facility name (discharge): waste Industries LLC
e. Facility address: _ 705 Airport Road_
Address
New Bern NC 28560
City S1a10 Zip
f. Facility contact person: Robert McClellon
First M 1 lass
[phone] ( [e-mail]
Phone
E-mail Address
IV, Permit contact information (ifdifttrent from the person legally responsible for the permit)
Rois©d Jan. 27, 2014

i
NPDES PERMIT NAME/OWNERSHIP CHANGE FORM
Page 2 of 2
Permit contact: John C Pfleger
First Nil Last
Sr. EHS Specialist
'title
3301 Benson Drive, Suite 601
Mailing Address
Raleigh NC 27609
Cite Statc Zip
[phone] [e-mail]
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
M Yes
❑ No (please explain)
VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING -
El This completed application is required for both name change and/or ownership change
requests.
© Legal documentation of the transfer ofownership (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 hoLOlic permit holder prior to the change, and
the new applicant in the case of an ownership change request. Por a name change request, the signed
Applicant's Certification is sufficient.
PF.RMITTEE 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 knnWletlgc. 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 incotn9lete.
11-13-1-7
Signature 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 ifalI required supporting; information is not included, this application package will be
retu as incomplete.
Signature Date
Revised Jan. 27, 2014
PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO:
Division of Energy, Mineral and Land Resources
Stormwater Pernitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612

WRITTEN CONSENT
,7 OF THE SOLE MANAGER OF
WASTE INDUSTRIES, LLC
0
The undersigned, being the sole Manager of Waste Industries, LLC, a North Carolina
limited liability company (the " CoMnan"), does hereby adopt the following resolutions by
executing this written consent, effective for all purposes as of January 1, 2017.
RESOLVED, that the following persons be, and they hereby are, appointed to the offices
set forth opposite their names below, each to serve, subject to the provisions of the Operating
Agreement of the Company, until his or her successor is duly elected and qualified:
Ven Poole
Chief Executive Officer
Gregory G. Yorston
Chief Operating Officer and President
D. Stephen Grissom
Chief Financial Officer and Sr. Vice President
Lisa D. Inman
Sr. Vice President and Secretary
Michael J. Durham
Vice President
Michael T. Ingle
Vice President
Thomas A. Winstead
Vice President
E. Franklin Lorick
Vice President
Benjamin Habets
Vice President
David Pepper
Vice President
Carol Dalton
Assistant Secretary
This action is taken and effective as of the date first set forth above.
MANAGER:
WASTE INDUSTRIES USA, INC.
By: `v
Name: Ven Poole
Title: Chief Executive Officer

Execution Version
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "_Agreemen ") is executed and delivered
effective as of September 20, 2017, by and between Waste Industries, LLC, a North Carolina
limited liability company ("Buyer"), and Republic Services of North Carolina, LLC, a North
Carolina limited liability company ("Seller").
RECITALS
A. Seller owns and operates a residential and commercial waste collection and
hauling business and a materials recycling facility business, each in and around the New Bern,
North Carolina area (collectively, the "Business") from a facility located at 705 Airport Rd, New
Bern, North Carolina 28560.
B. Buyer desires to purchase and acquire the assets, properties and contractual rights
used or held for use by Seller in connection with the Business, and Seller desires to sell such
assets, properties and contractual rights to Buyer, all in accordance with the terms and conditions
set forth in this Agreement.
00
rn
C. Except as the context otherwise requires, capitalized terms used in this Agreemels
shall have the meanings assigned to them in Exhibit A. s,,
�v
NOW, THEREFORE, in consideration of the mutual promises and covenants in thil!G,=
Agreement and other good and valuable consideration, received to the full satisfaction of each o
them, the parties agree as follows: x
ARTICLE 1
SALE OF ASSETS
1.1 Sale of Assets by Seller. On the terms and subject to the conditions set forth in
this Agreement, at the Closing, Seller shall grant, convey, sell, transfer, deliver and assign to
Buyer, and Buyer shall purchase from Seller, all of the following assets, in each case to the
extent used or held for use by Seller in connection with the Business (the "Assets"), but
excluding the Excluded Assets, free and clear of all Encumbrances, except Permitted Exceptions:
(a) the Owned Real Property;
(b) all Equipment set forth on Schedule 1.1 b ;
(c) all Rolling Stock set forth on Schedule L l(c);
(d) all telephone numbers and facsimile numbers listed on Schedule l .l (d);
(e) all Contracts and any other transferable rights of Seller to provide
commercial waste collection and disposal services, residential waste collection and disposal
services, and/or recycling services to the active customers at the locations on the service routes
18000.519-982165 v10
0

listed on Schedule 1.1(e) (collectively, the "Customer Accounts") serviced by Seller, including
Contracts with Governmental Authorities and all Customer Contracts (collectively, the
"Assumed Contracts");
(0 all Inventory;
(g) all books and records principally related to the Business, including
customer lists, customer data and records, customer routes and routing information; billing,
invoicing and collection records; aging reports; Equipment logs; service warranty records; and
vendor lists, all in electronic format if available;
(h) all prepaid expenses and deposits related to the Business, including any
such expenses and deposits with respect to leases, rentals and utilities, incurred in the ordinary
course of business, but only to the extent Buyer receives the benefit thereof ("Prepaid
Expenses");
(i) all Accounts Receivable, valued as set forth in Section 2.2;
6) all transferable warranties or similar rights that relate to the Assets;
(k) all furniture, fixtures and office equipment used principally in connection
with the Business;
(1) all rights under agreements with Business Employees and other third
Persons concerning confidentiality, assignment of inventions, non -competition covenants, non -
solicitation covenants or other Business protection agreements relating principally to the
Business, as described in Schedule 1.1(1)-
(m) that portion of any National Accounts of Seller or its Affiliates serviced by
the Business, conveyed via subcontract to Buyer; and
(n) all goodwill of the Business.
1.2 Excluded Assets. The parties agree that, notwithstanding the provisions of
Section 1.1, certain assets of Seller shall remain the property of Seller and shall not be sold to
Buyer at the Closing (the "Excluded Assets"). The Excluded Assets include: (a) all assets of
Seller, including all properties, land, rights, licenses, permits, contracts, whether tangible or
intangible, personal or mixed, wherever located, that are not used or held for use in, owned by,
leased by or in the possession of Seller or its Affiliates primarily in connection with the Business
unless expressly included in the Assets; (b) all records which relate principally to Excluded
Assets or Excluded Liabilities, including files relating to Taxes and personnel files; (c) the equity
interests and corporate or other entity level record books of Seller; (d) the rights which accrue or
will accrue to Seller under this Agreement; (e) any inter -company receivables from Seller or its
Affiliates; (f) all insurance policies and all rights with respect thereto; (g) all litigation rights to
which Seller is a plaintiff and all causes of action and claims of every nature, kind and
description related thereto; (g) all present and future refunds relating to Taxes of Seller; (h) all
billing, route management and other software programs other than basic operating systems; (i) all
petty and other cash and cash equivalents on hand or in a bank; 0) all bank accounts; (k) all
18000.519-982165 v10 2

escrow accounts; (1) all right, title and interest in any financial responsibility, financial assurance
or similar mechanisms; (m) the National Accounts, except as set forth in Section 1.1(m); (n) all
software licenses, time clocks, GPS systems and DriveCam systems, except for any that are
integrated into the Rolling Stock; (o) all computer hardware and related basic operating systems
of Seller, including those used in the operation of the Business, except to the extent integrated
into the Rolling Stock; (p) all intellectual property rights of Seller, including trademarks, service
marks, logos and trade names; (q) all other assets of Seller that do not constitute the Assets; and
(r) those assets identified on Schedule 1.2.
1.3 Assumed Liabilities.
(a) At the Closing, subject to Article X, Buyer shall assume and shall agree to
pay, perform and discharge when due, all of the following Liabilities to the extent relating to or
arising out of the Assets or the Business, other than the Excluded Liabilities (the "Assumed
Liabilities"), in each case in accordance with their respective terms and subject to their
respective conditions:
(i) all Liabilities, duties and obligations under the Assumed Contracts
and Permits, to the extent the same are assignable, and first arising and related to periods
subsequent to the Effective Time (provided that such obligations do not arise as a result of
actions or omissions by Seller on or prior to the Closing Date);
(ii) within 30 Business Days following the Closing Date, Buyer will
post replacement performance bonds, letters of credit and other financial assurances for the
performance bonds, letters of credit and other financial assurances of Seller set forth on
Schedule 5.15, and will promptly furnish to Seller a copy of such replacement performance
bonds, letters of credit or other financial assurances as they are issued. Buyer will reimburse
Seller for the costs incurred by Seller in keeping any performance bonds, letters of credit or other
financial assurances in place following the Closing; and
(iii) all Liabilities included in the Adjustment Amount.
1.4 Excluded Liabilities. Except as explicitly and expressly set forth in this
Agreement and subject to the terms of Article X hereof, Buyer shall not, by the execution and
performance of this Agreement, by consummating the Transactions or otherwise (including
under theories of successor liability), assume, become responsible for or incur, any Liabilities of
any nature whatsoever relating to or arising out of the Assets or the Business, including with
respect to the operation of the Assets or the Business prior to the Effective Time, except to the
extent expressly assumed as part of the Assumed Liabilities (collectively, the "Excluded
Liabilities"). Seller agrees that it shall pay and discharge all such Excluded Liabilities as and
when they become due and payable.
ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. Subject to adjustment as provided in this Article lI and
Section 10.7, at the Closing, Buyer shall pay to Seller $14,100,000 (the "Purchase Price"), plus
18000-519-982165 00

or minus the Estimated Adjustment Amount (as the case may be), if any, payable by wire
transfer of immediately available funds.
2.2 Working Capital Adiustment.
(a) The following capitalized terms used in this Agreement shall have the
following meanings:
(i) "Adjustment Amount" means: (a) the Accounts Receivable
Amount, minus (b) the Unearned Revenue Amount, plus (c) the Deposit Amount, plus, only if
the Closing occurs on October 2, 2017, (d) the Expense Amount;
(ii) "Accounts Receivable Amount" means the Accounts Receivable as
of the start of business on the Closing Date multiplied by: (a) 100% for those Accounts
Receivable 0-60 days old; (b) 0% for those Accounts Receivable more than 61 days old;
(iii) "Unearned Revenue Amount" means the amount billed by Seller to
the customers of the Business before the Closing Date for services to be provided by Buyer on or
after the Closing Date;
(iv) "Deposit Amount" means the amount of all Prepaid Expenses; and
(v) "Expense Amount" means the amount of all of Seller's actual
costs and expenses for payroll, fuel, disposal fees and maintenance expenses associated with
conducting Business on October 1, 2017, as reasonably determined by Seller, which shall not
exceed the amount of the revenues associated with the Business on October 1, 2017.
(b) At least two Business Days prior to the Closing Date, Seller shall deliver
to Buyer a worksheet setting forth its good faith computation of the estimated Adjustment
Amount (the "Estimated Adjustment Amount"). The worksheet shall be prepared by Seller and
shall be subject to the approval of Buyer, which approval shall not be unreasonably withheld. If
the worksheet is not acceptable to Buyer, Buyer shall promptly submit its comments on the
worksheet to Seller, and Buyer and Seller shall endeavor in good faith to address such comments
so as not to delay the Closing. If the Estimated Adjustment Amount is a positive number, the
Purchase Price payable at Closing shall be increased by an amount equal to the positive
Estimated Adjustment Amount. If the Estimated Adjustment Amount is a negative number, the
Purchase Price payable at Closing shall be decreased by an amount equal to the negative
Estimated Adjustment Amount.
(c) Within 90 days after the Closing, Buyer shall prepare a computation of the
actual Adjustment Amount as of the Closing Date (the "Actual Adjustment Amount") and
deliver such computation to Seller. If within 20 days following delivery of such computation
Seller do not deliver a written objection thereto to Buyer, then the Actual Adjustment Amount
shall be as reflected on the computation provided pursuant to the preceding sentence. If Seller
timely objects to the computation, then Buyer and Seller shall negotiate in good faith and attempt
to resolve their disagreement. Should such negotiations not result in an agreement within 30
days after delivery of such written objection, the issues remaining in dispute shall be submitted
to a neutral auditor mutually acceptable to Buyer and Seller (the "Neutral Auditor"). Seller and
18000.519-982165 Y10 4

Buyer shall furnish or cause to be furnished to the Neutral Auditor such work papers and other
documents and information relating to the disputed issues as they may deem necessary or
appropriate or as the Neutral Auditor may request and are available to that party or its agents.
Further, Seller and Buyer shall be afforded the opportunity to present to the Neutral Auditor any
material relating to the disputed issues and to discuss the issues with the Neutral Auditor;
provided that no party shall have any discussions with the Neutral Auditor without first
providing the other parties with notice of such discussions and a reasonable opportunity to
attend, observe or otherwise participate in such discussions. All fees and expenses relating to the
work, if any, performed by the Neutral Auditor will be borne equally by Buyer and Seller. The
Neutral Auditor will deliver to Buyer and Seller a written determination (such determination to
include a worksheet setting forth all material calculations used in arriving at such determination
and to be based solely on information provided to the Neutral Auditor by Buyer and Seller, or
their respective Affiliates) of the disputed items within 30 days of receipt of the disputed items,
which determination will be final, binding and conclusive on the parties.
(d) Promptly following agreement on or delivery of the final, binding and
conclusive computation setting forth the Actual Adjustment Amount, Buyer and Seller shall
account to each other as provided for in this Section 2.2(d). If the Estimated Adjustment
Amount less the Actual Adjustment Amount is a positive number, then Seller shall pay Buyer a
cash payment equal to such excess as a decrease in the Purchase Price. If the Estimated
Adjustment Amount less the Actual Adjustment Amount is a negative number, then Buyer shall
pay Seller a cash payment equal to such deficit as an increase in the Purchase Price. Any such
excess or deficit payment shall be due and payable within 10 days after the final determination of
the Actual Adjustment Amount pursuant to Section 2.2(c) and shall be paid in immediately
available funds by wire transfer to an account designated by Buyer or Seller, as applicable.
2.3 Allocation of Purchase Price, The Purchase Price (including any liabilities that
are considered to be an increase to the Purchase Price for federal income tax purposes) shall be
allocated among the Assets in the manner agreed to by Seller and Buyer, in accordance with the
requirements of Code Section 1060 and based on the fair market value of the Assets as
determined by arm's length negotiations. Within 30 days after the Actual Adjustment Amount is
finally determined pursuant to Section 2.2, Seller will propose a Purchase Price allocation to
Buyer, and the parties shall work together in good faith to agree to the same. The parties agree
to file (or cause to be filed) (i) all required federal Forms 8594, Asset Acquisition Statement
under Section 1060, and (ii) all other Tax Returns (including amended Tax Returns and claims
for refund) in a manner consistent with such allocation of the Purchase Price described in this
Section 2.3. In the event the parties are unable to come to agreement on such allocation, the
parties acknowledge that each intends to file its Internal Revenue Service Form 8594 using the
allocation that it believes accurately reflects the fair value of the Assets.
ARTICLE III
CLOSING
3.1 Time and Place of Closing.
18000.519-982165 v10

(a) The purchase and sale provided for in this Agreement (the "Closing")
shall take place by overnight express, email and/or facsimile, at 11:00 a.m. (Eastern time), as
promptly as practicable (but in any event within 3 Business Days) following the date on which
the last of the conditions set forth in Article VIII and Article IX are fulfilled, satisfied or waived;
or at such other time or place as the parties shall agree in writing. The date on which the Closing
occurs is referred to as the "Closing Date," and all actions shall be deemed to have occurred
simultaneously and be effective as of 12:01 a.m. (Eastern time) on the Closing Date (the
"Effective Time"), with the effectiveness of any action taken on the Closing Date being
conditioned upon the taking of all other actions required for the Closing to occur. Buyer assumes
no risk of loss to the Assets prior to the Closing. The parties shall use commercially reasonable
efforts to cause the Closing to occur on or about October 2, 2017.
(b) Only if the Closing occurs on October 2, 2017, the Effective Time (as
defined for all purposes under this Agreement) shall be 12:01 a.m. (Eastern time) on October 2,
2017. Notwithstanding the foregoing, for accounting purposes only and not for any other
purpose, including liability purposes or with respect to casualty matters, the parties shall treat the
Closing Date and Effective Time as having occurred as of 12:01 a.m. (Eastern time) on October
1, 2017. In furtherance of the foregoing, and for the avoidance of doubt, the Purchase Price
adjustments in Section 2.2 and the prorations on Owned Real Property in Section 7.12 shall each
be calculated as of October 1, 2017. The Expense Amount shall be borne by Buyer, and all
revenues associated with the Business on October 1, 2017, shall be earned by Buyer. in the
event any Business revenue is delivered to Seller with respect to October 1, 2017, Seller will
promptly turn over any such revenue to Buyer.
(c) At the Closing, the sale and conveyance of the Owned Real Property may
be consummated through an escrow established at the Title Company, although actual payment
of the Purchase Price allocable to the Owned Real Property shall not be paid through the escrow
(other than funds required to cure a Title Defect for which Seller is obligated to or have elected
to cure).
3.2 Deliveries by Seller. At the Closing, Seller shall deliver or cause to be delivered
to Buyer, all duly and properly executed (where applicable):
(a) a Bill of Sale in the form attached as Exhibit B;
(b) a Deed conveying to Buyer good, marketable, and insurable fee simple
title to the Owned Real Property, subject only to the Permitted Exceptions, in form and substance
reasonably satisfactory to Buyer;
(c) evidence that any Encumbrances, other than Permitted Exceptions, on any
of the Assets are fully released and extinguished as of the Closing, in form and substance
reasonably satisfactory to Buyer;
(d) the certificates referred to in Sections 9.1 and 9.2 below;
(e) all customer, routing and billing information relating to current customers
of the Business in electronic form to the extent not delivered prior to Closing;
18000.519-982165 00

(f) a National Account Subcontract in the form attached as Exhibit C (the
"National Account Subcontract");
(g) all documents, reports and affidavits required to be delivered to any
Governmental Authority in connection with the payment of any real estate transfer Tax, transfer
of ownership of the Assets (including without limitation certificates of title for Rolling Stock), or
recordation of the Deed;
(h) all documents, indemnity agreements, affidavits and other documents
reasonably required by the Title Company to issue the Title Policy, to delete Standard and
General Exceptions and to provide the special endorsements required pursuant to Section 7.12
and to comply with reasonable and customary requirements set forth in Schedule B —
Section One; and
(i) such other separate documents or instruments of sale, assignment, or
transfer as are customary in transactions such as the Transactions or as Buyer shall reasonably
request.
3.3 Deliveries by Buyer. At the Closing, Buyer shall deliver or cause to be delivered
to Seller, all duly and properly executed (where applicable):
(a) the Purchase Price by wire transfer of immediately available funds to the
account specified by Seller;
(b) the Assumption Agreement in the form of Exhibit D;
(c) the National Account Subcontract;
(d) all documents, reports and affidavits required to be delivered to any
Governmental Authority in connection with the payment of any real estate transfer Tax, transfer
of ownership of any of the Assets, or recordation of the Deed;
(e) all documents, indemnity agreements, affidavits and other documents
reasonably required by the Title Company (and reasonably approved by Buyer) in order to cause
the Title Company to issue the Title Policy in the form and condition required by this
Agreement;
(f) the certificates referred to in Sections 8.1 and 8_2 below; and
(g) such other separate documents or instruments of sale, assignment, transfer
or assumption as are customary in transactions such as the Transactions or as Seller shall
reasonably request.
18000.519-982165 00 7

ARTICLE IV
POST CLOSING COVENANTS
4.1 Removal of Identification. Within six months after the Closing, Buyer shall
remove or otherwise conceal all visible usage of Seller's name, trade names, logos and other
identifying intellectual property on the Assets.
4.2 Further Assurances. From time to time on and after the Closing Date and without
further consideration except as provided in this Agreement, the parties shall each deliver or cause
to be delivered to any other party at such times and places as shall be reasonably requested, such
additional instruments as any of the others may reasonably request for the purpose of carrying
out this Agreement and the Transactions. Seller, also without further consideration, agrees to
cooperate with Buyer and to use its commercially reasonable efforts to have its officers, Business
Employees and employees cooperate on and after the Closing Date in furnishing to Buyer or its
advisors upon reasonable request, (a) information with respect to the Assets and the Business,
including information with respect to Seller's billing and route management for transition
purposes, and (b) information, evidence, testimony, and other assistance in connection with
obtaining all necessary Permits and approvals and in connection with any third party actions,
Proceedings, arrangements or disputes of any nature with respect to the Assets or the Business;
provided, however, that this obligation shall not apply to disputes among the parties, and that
Seller shall not be required to expend any sum of money toward that end beyond commercially
reasonable and typical overhead expenditures and commercially reasonable outside counsel and
adviser fees and costs. Buyer, also without further consideration, agrees to cooperate with Seller
and to use its commercially reasonable efforts to have its officers and employees cooperate on
and after the Closing Date in furnishing to Seller reasonably requested information, evidence,
testimony, and other assistance (including reasonable access to the Assets, including the Owned
Real Property at times approved by Buyer (which approval may not be unreasonably withheld or
delayed), and, as desired by Buyer, while accompanied by a representative of Buyer) in
connection with any third party actions, Proceedings, arrangements or disputes of any nature
with respect to the Assets or the Business; provided, however, that this obligation shall not apply
to disputes between the parties, and that Buyer shall not be required to expend any sum of money
toward that end beyond commercially reasonable and typical overhead expenditures and
commercially reasonable outside counsel and adviser fees and expenses.
4.3 Customers and Inc,Lu. iries. Seller will not take any action that is designed or
intended to have the effect of discouraging any customer or business associate of Seller from
maintaining the same business relationships with Buyer after the Closing that it maintained with
Seller before the Closing. Seller will refer all customer inquiries relating to the Business to
Buyer for a period of five (5) years from and after the Closing.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF SELLER
As an inducement to Buyer to enter into this Agreement and to consummate the
Transactions the Seller represents and warrants to Buyer that the statements contained in this
18000.519-982165 v10 8

Article V: (i) except as set forth in the Disclosure Schedules, are correct and complete as of the
Execution Date; (11) will be correct and complete as of the Closing Date (as though made then
and as though the Closing Date were substituted for the Execution Date throughout this
Article V), subject to the Disclosure Schedules and supplements to the Disclosure Schedules as
provided in Section 7.7, and except for those representations and warranties that, by their terms
or nature, speak as of a specific date that is not the Closing Date; and (iii) shall survive the
Closing in accordance with Section 10.1. Any information set forth in a particular section or
subsection of the Disclosure Schedules shall be deemed to be disclosed in each other section or
subsection thereof to which the relevance of such information is reasonably apparent on its face
from the fact of such disclosure.
5.1 Organization; Authority; BindingEffect.
ffect.
(a) Seller is a limited liability company duly organized, validly existing and in
good standing under the laws of the state of North Carolina and is duly authorized, qualified and
licensed under all Applicable Laws to carry on the Business in the places and in the manner in
which the Business is presently conducted.
(b) Seller has full limited liability company power and authority to enter into
this Agreement and the Ancillary Agreements to which it is a party, to consummate the
Transactions and perform its obligations under this Agreement and the Ancillary Agreements to
which it is a party.
(c) The execution, delivery and performance of this Agreement and the
Ancillary Agreements by Seller is within its limited liability company rights, powers and
authority and such action has been approved by Seller's managers, and no other proceedings on
the part of Seller will be necessary to authorize the execution and delivery of this Agreement and
the Ancillary Agreements or the consummation by Seller of the Transactions and the
performance of its obligations under this Agreement and the Ancillary Agreements to which it is
a parry. This Agreement has been, and upon delivery, the Ancillary Agreements to which it is a
party will be, duly executed and delivered by Seller and, assuming the due authorization,
execution and delivery by Buyer, will constitute the valid and legally binding agreement of
Seller enforceable against Seller in accordance with their respective terms.
5.2 Permits. Seller has all material Permits necessary to enable it to own the Assets
and conduct the Business as currently conducted on the Execution Date. Except as set forth on
Schedule 5.2, Seller is and has been in compliance with the terms and conditions of all Permits.
All of the Permits are currently valid, in good standing and in full force and effect. Seller has not
been notified (and has no reason to believe) that any issuing entity intends to cancel, terminate or
modify any Permit.
5.3 Assets; Certain Contracts; Personal Property.
(a) Except for (i) the assets specifically identified on Schedule 5.3(a) and
(ii) the Excluded Assets, the Assets include all the material properties, assets, rights, licenses,
permits and contracts, wherever located (including any items located on a customer's site),
18000.519-982165 00 9

whether tangible or intangible, real, personal or mixed, that are currently used, owned by, leased
by or in the possession of Seller in connection with the Business.
(b) All of the Assets that constitute tangible personal property are owned by
Seller and Seller is not a party to any contract, agreement or commitment for the sale or
disposition of any of the Assets other than as is contemplated herein. Except for the Excluded
Assets, the Assets constitute substantially all of the assets necessary for the operation of the
Business in substantially the same manner as operated by Seller as of Closing.
(c) Schedule 1.1(e) identifies the Customer Accounts by customer name,
billing and service address and sets forth, with respect to each Customer Account, the service
requirements, container size and standard monthly charge, and (B) separately identifies such
accounts by type such as "Residential" or "Commercial".
(d) At the Closing, Seller shall have good and marketable title to the Assets,
free and clear of all Encumbrances other than Permitted Exceptions. By virtue of the grant,
conveyance, sale, transfer, assignment and delivery of the Assets hereunder, Buyer shall receive
good and marketable title to the Assets, free and clear of all Encumbrances other than Permitted
Exceptions.
(e) The Equipment is in good and serviceable condition, ordinary wear and
tear excepted.
(f) The Assets have been maintained in accordance with commercially
reasonable maintenance practices, and Seller has not deferred any reasonable maintenance or
repairs of the Assets otherwise required in accordance with industry standard and Seller's
standard practices.
5A Real Property.
(a) Schedule 5.4(a) sets forth (i) the street address and legal description of
each parcel of the Owned Real Property and (ii) a brief description (including size) of the
principal improvements and buildings on the Owned Real Property. With respect to each such
parcel of the Owned Real Property, except as set forth on the Existing Title Policy, the Existing
Survey, or Schedule 5.4(a):
(i) Either Seller or an Affiliate thereof, has good and marketable fee
simple title to the Owned Real Property, free and clear of any Encumbrances other than
Permitted Exceptions;
(ii) There are no pending, or threatened in writing, condemnation
proceedings, suits, administrative actions or other Proceedings relating to the Owned Real
Property or other matters affecting adversely the current use, occupancy or value thereof,
(iii) To the best of Seller's knowledge: (A) the legal descriptions for
the Owned Real Property contained in the deeds vesting title in Seller or an Affiliate of Seller, as
applicable, describe such parcels fully and adequately; (B) the buildings and improvements are
located within the boundary lines of the parcels of land described by those legal descriptions are
18000.519-982165 00 10

not in violation of applicable setback requirements, local comprehensive plan provisions, zoning
laws and ordinances (and none of the properties or buildings or improvements thereon are
subject to "permitted non -conforming use" or "permitted non -conforming structure"
classifications), building code requirements, permits, licenses or other forms of approval by any
Governmental Authority, and do not encroach on any easement which may burden the land;
(C) such land does not serve any adjoining property for any purpose inconsistent with the use of
the land; and (D) none of the land consisting of the Owned Real Property is located within any
flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or
subject to any similar type restriction for which any permits or licenses necessary to the use
thereof have not been obtained;
(iv) All facilities located on the Owned Real Property have received all
approvals of any Governmental Authority (including Permits) required in connection with the
ownership or operation thereof and have been operated and maintained in accordance with such
approvals as well as applicable laws, ordinances, rules and regulations;
(v) There are no leases of, or other contracts granting to any party or
parties the right of use or occupancy of any portion of, the Owned Real Property;
(vi) There are no outstanding options or rights of first refusal to
purchase or lease the Owned Real Property, or any portion thereof or interest therein;
(vii) There are no parties (other than Seller or, as applicable, an
Affiliate of Seller) in possession of the Owned Real Property;
(viii) All facilities located on the Owned Real Property are supplied with
utilities and other services necessary for the operation of such facilities, including gas, electricity,
water, telephone, data, sewer system, all of which services are adequate in accordance with all
applicable laws, ordinances, rules and regulations, and are provided via public rights of way or
via permanent, irrevocable, appurtenant casements benefitting the Owned Real Property;
(ix) The Owned Real Property abuts on and has direct vehicular access
to a public road, or has access to a public road via a permanent, irrevocable, appurtenant
easement benefitting the Owned Real Property; access to the Owned Real Property is provided
by paved roadway or driveway with adequate curb cuts available; and there is no pending or
threatened termination or impairment of the foregoing access rights;
(x) All improvements and buildings on the Owned Real Property are
in good repair and are safe for occupancy and use, the roofs thereof are watertight and otherwise
in good condition; and to the best of Seller's knowledge, the structural components and systems
(including plumbing, electrical, air conditioning/heating, and sprinklers) are in good working
order and adequate for the use of such Owned Real Property in the manner in which presently
used; and
(xi) Seller has not received notice of (a) any condemnation proceeding
with respect to any portion of the Owned Real Property or any access thereto; and no such
proceeding is contemplated by any Governmental Authority; or (b) any special assessment which
18000,519-982165 V10

may affect the Owned Real Property, and no such special assessment is contemplated by any
Governmental Authority.
(b) Seller is not a "foreign person" as that term is defined in Section 1445 of
the Code or any applicable regulation promulgated thereunder.
5.5 Contracts.
(a) Listed on Schedule 5.5 is a complete and accurate list of each Contract to
which Seller is a party and by which the Assets or Business are affected or bound that: (A) is a
Material Customer Contract, (B) is a franchise or similar governmental agreement with any
Governmental Authority; (C) relates to the ownership or use of real property (including the
Owned Real Property); (D) contains a covenant or agreement limiting the freedom of any of the
parties thereto to compete in any line of business or in any location, or (E) is with a supplier or
third party service provider of the Business and has remaining obligations by any party thereto in
excess of $50,000 in any 12 month period as of the Execution Date (collectively, the "Material
Contracts"). True and complete copies of each such Contract have been delivered to Buyer on or
prior to the Execution Date. The delivery of a Contract to Buyer shall not constitute a
representation that such Contract satisfies one or more of the foregoing criteria.
(b) Except as set forth in Schedule 5.5, all Material Contracts and Assumed
Contracts are in full force and effect and are valid, binding and enforceable against Seller and, to
Seller's knowledge, the other parties thereto, in accordance with their respective provisions. No
default has occurred nor has there occurred an event or condition which with the passage of time
or the giving of notice (or both) would constitute a default by Seiler or to Seller's knowledge any
other party to any such Contract. Except as set forth on Schedule 5.5, Seller has not received any
written notice that any Person intends or desires to modify, waive, amend, rescind, release,
cancel or terminate any Material Contract or Assumed Contract.
5.6 Employees; Compensation.
(a) Attached as Schedule 5.6 is a complete and accurate list of (i) all Business
Employees, (ii) their rate of base compensation as of the date of delivery of the Disclosure
Schedules, (iii) any bonus, incentive or compensation plans (other than plans subject to ERISA)
in which they participate, (iv) any vacation plans, including accruals thereunder, and (e) any
severance plans, agreements, arrangements or obligations relating to any such employee,
including any amounts owed to any such employee thereunder as of the Closing Date or arising
out of or in connection with the consummation of the Transactions or the performance of the
parties' respective obligations under this Agreement and the Ancillary Agreements. Except (i) as
otherwise contemplated by this Agreement or the Ancillary Agreements, and (ii) as set forth on
Schedule 5.6, each Business Employee is an employee at will. ,
(b) Seller has complied in all material respects with all applicable laws, rules,
and regulations relating to employment and employee benefits, including those relating to wages,
hours, collective bargaining, occupational safety and health and employment practices, unfair
labor practices, and the payment and withholding of taxes and other sums as required by
appropriate Governmental Authorities. There is no unfunded liability for accrued benefits,
18000.519-982165 v10 12

whether or not vested, under any funded employee benefit plan, and all contributions required to
be made to or with respect to each employee benefit plan and all costs of administering each
employee benefit plan have been completely and timely made or paid. All accrued but unpaid
wages and benefits to Seller's employees will be paid by Seller no later than the first pay period
following Closing. With respect to each of Seller's employee benefit plans, Seller has complied,
and will continue to comply, with (i) the applicable health care continuation and notice
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the
proposed regulations thereunder and (ii) the applicable requirements of the Family Leave Act of
1993 and the regulations thereunder. Seller will retain all COBRA obligations existing or arising
as of Closing, if any.
5.7 Compliance with Law; No Conflicts.
(a) Except as set forth in Schedule 5.7(a): (i) the Business is being operated
in compliance in all material respects with all Applicable Laws and Permits (including
Environmental Laws); (ii) Seller is not involved in any litigation, administrative proceeding or
other Proceeding relating to the Assets or the Business seeking to impose fines, penalties,
consent decrees, or other liabilities or seeking injunctive relief for violation of any Applicable
Laws and Permits (including Environmental Laws); and (iii) there is no pending or, to Seller's
knowledge, threatened investigation or other form of review or Proceeding relating to the
Business or the Assets with respect to any Applicable Law or Permit (including Environmental
Laws).
(b) Except as set forth in Schedule 5.7(b), the execution, delivery and
performance of this Agreement, the Ancillary Agreements, the consummation of the
Transactions and the fulfillment of the terms of this Agreement and the Ancillary Agreements by
Seller does not and will not:
(i) conflict with, or result in a breach or violation of its Organizational
Documents;
(ii) conflict with, or result in a breach of or default under any Assumed
Contract or Permit or result in the creation or imposition of any Encumbrance on the Assets or
Business;
(iii) except for the notices, consents or approvals required under any
Assumed Contract or Permit (collectively, the "Required Consents"), (A) require Seller to
provide notice to, or obtain the consent or approval of, any Governmental Authority or other
third Person, or (B) constitute a default under or give rise to any right of termination,
cancellation or acceleration of, or to a loss of any benefit to which Seller is entitled under such
Assumed Contract; or
(iv) conflict with, or result in a material violation of or a material
failure to comply with, any Applicable Law to which Seller is bound or to which the Assets are
subject.
18000,519-982165 v10 13

(c) Schedule 5.7(c) lists all Required Consents necessary to be obtained
(i) with respect to Assumed Contracts; (ii) with respect to Permits; and (iii) from any
Governmental Authority.
5.8 Taxes. Except as set forth on Schedule 5.8, with respect to the Business:
(a) Seller either separately or as a member of an Affiliated Group, has
completed and timely filed all Tax Returns required to be filed with any Tax authority, and has
paid (or has had paid on its behalf) all Taxes shown as due and payable thereon. Such Tax
Returns reflect all Taxes due and payable with respect to the periods covered by them. There is
no Tax Return filed by Seller either separately or as a member of an Affiliated Group, and there
are no outstanding assessments or Taxes otherwise due for any Pre -Closing Period, that will
result, on or after the Closing Date, in any Taxes or other Governmental Authority charges upon
the Assets or Buyer, whether as transferees of the transferred assets or otherwise. There are no
Encumbrances for Taxes of the Assets or the Business other than Permitted Exceptions.
(b) There is no actual, pending or, to Seller's knowledge, threatened or
expected claim, audit, investigation, dispute or other proceeding concerning any Taxes of Seller
that may result in an Encumbrance against any of the Assets or the Business after Closing.
5.9 Litigation. Except as set forth on Schedule 5.9, (a) there are no Proceedings
pending or, to Seller's knowledge, threatened, against Seller relating to the Assets or the
Business or that could interfere with the consummation of the Transactions, at law or in equity,
before any federal, state or local court or regulatory agency, or other Governmental Authority;
(b) there are no existing orders, judgments or decrees of any Governmental Authority affecting
any of the Assets or the Business; and (c) there are no Proceedings pending or, to Seller's
knowledge, threatened against Seller that could result in an Encumbrance on the Assets or the
Business.
5.10 Financial Statements. Seller has provided Buyer with true and complete copies of
(a) the internal, unaudited, compiled balance sheets of Seller relating to the Business and the
Assets as of December 31, 2016, and the related internal, unaudited statements of income for the
12 months then ended (the "Internal Financial Statements") and (b) the internal, unaudited,
compiled balance sheets of Seller relating to the Business and the Assets as of June 30, 2017 (the
"Balance Sheet Date"), and the related internal, unaudited statements of income for the 6 months
then ended (the "Interim Financial Statements" and, together with the Internal Financial
Statements, "Seller's Financial Statements"). The historical Customer Account revenue
(including, without limitation, all revenue from collection and disposal services provided to such
customers) set forth on Seller's Financial Statements has been recorded in accordance with
GAAP, except as set forth in Schedule 5.10. Seller's Financial Statements fairly present in all
material respects the financial position of Seller relating to the Business and Assets as of the
dates thereof and the results of Seller's operations relating to the Business for the periods then
ended.
5.11 Conduct of the Business. Since the Balance Sheet Date, except as disclosed on
Schedule 5.11 or as expressly set forth in this Agreement there has not been any:
18000,519-982165 v10 14

(a) event or condition that individually or in the aggregate has resulted in a
Material Adverse Effect and/or Material Adverse Change, or that could reasonably be expected
to result in a Material Adverse Effect and/or Material Adverse Change;
(b) work interruption or any labor grievance or unfair labor practice claim
filed with respect to the Business;
(c) sale or transfer of, or any Contract to sell or transfer, any of the Assets, or
any plan, agreement or arrangement granting any preferential right to purchase or acquire any
interest in any of the Assets, or requiring consent of any Person to the transfer and assignment of
any of the Assets, in each case other than in the ordinary course of business;
(d) delay or postponement of any payment of accounts payable and other
Liabilities outside the ordinary course of business;
(e) waiver of any material rights or claims of Seller related to the Assets or
Business;
(f) material breach, failure to perform any material obligations, amendment or
termination of any Assumed Contract or Permit by Seller or, with respect to any Assumed
Contract, by any other parties thereto;
(g) termination, lay off or reduction in force with respect to any Business
Employee other than in the ordinary course of business;
(h) failure by Seller to use reasonable efforts to preserve intact the Business
and related goodwill and to preserve its relationships with customers, suppliers and others that
are material to the Business;
(i) material transaction by Seller outside the ordinary course of business with
respect to the Assets or the Business; or
6) action by Seller, or by any of its Affiliates, Business Employees or
employees, officers or agents, entering into any commitment (written or oral, contingent or
otherwise) to do any of the foregoing.
5.12 Environmental Compliance; Hazardous Materials; Disposal Sites.
(a) Except as set forth in Schedule 5.12(a):
(i) During the period that Seller has conducted the Business, except in
material compliance with all Environmental Laws, Seller has never owned, leased, had an
interest in, generated, transported, stored, handled, recycled, reclaimed, disposed of, or
contracted for the disposal of, Hazardous Materials or solid waste in connection with the
Business, and no such Hazardous Materials or solid waste has been disposed on the Owned Real
Property;
18000.519-982165 v10 15

(ii) During the period that Seller has conducted the Business on the
Owned Real Property, there have been no Releases of any Hazardous Materials into the
Environment or onto, under or about the Owned Real Property in connection with the Business,
except in compliance with all Environmental Laws; and, to Seller's Knowledge, there has been
no passive migration of Hazardous Materials beneath the Owned Real Property;
(iii) No portion of the Owned Real Property is on a CERCLA,
CERCLIS or the National Priorities List or any similar list or database maintained by the states
in which the Assets are located or the Business is conducted, and Seller is not listed as, nor has it
been notified that it is a potentially responsible party or listed on RCRAInfo with respect to the
Assets or Business; and
(iv) No Encumbrances with respect to Environmental Damages,
including but not limited to restrictions on property use, have been imposed against Seller
(insofar as they relate to any of the Assets or the Business) or any of the Assets or the Business
under any Environmental Laws or other Applicable Law.
(b) Except as set forth in Schedule 5.12(b), with respect to the Business,
Seller has not received any written notice or other written communication from any
Governmental Authority or unaffiliated third Person alleging or relating to the investigation of
any alleged (i) material violation of Environmental Law, (ii) material liability or potential
liability for any Environmental Damages, other than those that have been fully resolved without
further liability or obligation to Seller, or (iii) presence, release or threatened release of
Hazardous Materials.
(c) Included on Schedule 5.12 c is a complete list of the names and addresses
of all disposal sites (including Hazardous Materials disposal sites) used currently or in the past
by Seller with respect to the Business or the Assets. No portion of any such site is on a
CERCLA, CERCLIS, or the National Priorities List or any similar list or database maintained by
the state in which the site is located.
(d) Except as described in Schedule 5.12(d), any underground or above
ground storage tanks and piping associated with such tanks containing Hazardous Materials,
petroleum products of other hazardous substances, known to be located on the Owned Real
Property now or in the past, have been used and maintained, and, as applicable closed or
removed, each in material compliance with all Environmental Laws. All underground or above
ground storage tanks used for Hazardous Materials, petroleum products of other hazardous
substances, currently or previously located on the Owned Real Property are listed on
Schedule 5.12(d).
(e) Seller has provided to Buyer complete copies of any and all reports,
studies, and other documents and information in its possession, that pertain to any conditions
related to the Environment of the Owned Real Property or other Assets, including any notices to
or from a Government Authority about a Release, audits concerning such Environment or
existing Phase I or Phase II environmental site assessments.
18000.519-982185 00 16

5.13 Corrupt Practices. Except in compliance with all Applicable Laws, neither Seller
nor any of its officers, managers, Affiliates, Business Employees, employees or agents, have,
directly or indirectly, ever made, offered or agreed to offer anything of value to (a) any
employees, representatives or agents of any customers of the Business for the purpose of
attracting business, or (b) with respect to the Business, any domestic governmental official,
political party or candidate for government office or any of their employees, representatives or
agents.
5.14 Accounts Receivable. All Accounts Receivable represent, or will represent as of
Closing, valid obligations from sales actually made or services actually performed by Seller in
the ordinary course of business pursuant to bona fide arm's length transactions, except to the
extent of the reserves set forth on the balance sheets included in Seller's Financial Statements.
No Account Receivable is subject to a valid defense, set-off or counterclaim.
5.15 Affiliate Relationships. Schedule 5.15 contains an accurate and complete list of
all material contractual and business arrangements between Seller and any Affiliate thereof that
relate to the Assets or to the Business.
5.16 Performance Bonds; Letters of Credit; Financial Assurances. Set forth on
Schedule 5.16 are all of the outstanding performance bonds, letters of credit and other financial
assurances provided by or on behalf of Seller with respect to the Assets. True and complete
copies of such performance bonds, letters of credit and other financial assurances listed on
Schedule 5.16 have been provided to Buyer.
5.17 Employment and Labor Matters. Except as set forth in Schedule 5.17, with
respect to the Business, Seller is not a party to (a) any collective bargaining agreement, (b) any
agreement respecting the employment of any Business Employee, or (c) any agreement for the
provision of consulting or other professional services which is not cancelable without penalty on
less than 30 days' notice. Except as set forth in Schedule 5.17, within the last five years Seller
has not experienced any material labor disputes, union organization attempts or any work
stoppage due to labor disagreements in connection with the Business. Except to the extent set
forth in Schedule 5.17, with respect to the Business, (v) there is no unfair labor practice charge or
complaint against Seller pending or, to Seller's knowledge, threatened; (w) there is no labor
strike, dispute, request for representation, slowdown or stoppage actually pending or, to Seller's
knowledge, threatened against or affecting Seller nor any secondary boycott with respect to
services of Seller; (x) no question concerning labor representation has been raised to Seller or, to
Seller's knowledge, is threatened respecting the Business Employees; (y) no grievance, nor any
arbitration proceedings arising out of or under collective bargaining agreements, is pending or, to
Seller's knowledge, threatened; (z) there are no administrative charges, court complaints or
threatened complaints against Seller concerning alleged employment discrimination or other
employment related matters pending or, to Seller's knowledge, threatened before the U.S. Equal
Employment Opportunity Commission, the U.S. Department of Labor or any other
Govermmental Authority.
5.18 Insurance. All policies or binders of property, general liability, workmen's
compensation, automobile liability and pollution legal liability insurance held by or on behalf of
Seller in connection with the Business as of the Execution Date are in full force and effect,
18000.519-982165 v10 17

provide adequate insurance coverage for the Assets and the Business and, to Seller's knowledge,
are valid and enforceable obligations of the insurers in accordance with their terms. Seller is not
in default with respect to any provision contained in any such policy or binder and Seller has not
failed to give any notice or present any claim under any such policy or binder in due and timely
fashion. Except as set forth on Schedule 5.18, there are no material outstanding unpaid claims
under any such policy or binder except claims that are pending in the ordinary course of
business. Also set forth on Schedule 5.18 is a list of all claims made under such policies in the
last 3 years.
5.19 No Other Representations. Seller is not making any representations or warranties
expressed or implied, of any nature whatsoever except as specifically set forth in this Agreement.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF BUYER
As an inducement to Seller to enter into this Agreement and to consummate the
Transactions the Buyer represents and warrants to Seller that the statements contained in this
Article VI: (i) are correct and complete as of the Execution Date; (ii) will be correct and
complete as of the Closing Date (as though made then and as though the Closing Date were
substituted for the Execution Date throughout this Article VI), except for those representations
and warranties that, by their terms or nature, speak as of a specific date that is not the Closing
Date; and (iii) shall survive the Closing in accordance with Section 10.1.
6.1 Oraanization. Buyer is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of North Carolina and is duly
authorized, qualified and licensed under all Applicable Laws to carry on the Business in the
places and in the manner in which the Business is presently conducted.
6.2 Authorily. Buyer has full power and authority (including full limited liability
company power and authority) to enter into this Agreement and the Ancillary Agreements to
which it is a party, to consummate the Transactions and perform its obligations under this
Agreement and the Ancillary Agreements to which it is a party.
6.3 No Conflicts. The execution, delivery and performance of this Agreement, the
Ancillary Agreements, the consummation of the Transactions and the fulfillment of the terms of
this Agreement and the Ancillary Agreements by Buyer do not and will not:
(a) conflict with, or result in a breach or violation of the Articles of
Organization or Operating Agreement of Buyer;
(b) require Buyer to provide notice to, or to obtain the consent or approval of,
any Governmental Authority or any other third Person, except as contemplated by the terms of
this Agreement; or
(c) conflict with, or result in a material breach or default under any
Applicable Law to which Buyer is bound.
18000.519-982165 v10 18

6.4 Binding Effect. The execution, delivery and performance of this Agreement and
the Ancillary Agreements to which it is a party by Buyer are within their limited liability
company rights, powers and authority and have been approved by their respective managers, and
no other proceedings on the part of Buyer is necessary to authorize the execution and delivery of
this Agreement and the Ancillary Agreements to which it is a party, or the consummation by
Buyer of the Transactions and the performance of its obligations under this Agreement and the
Ancillary Agreements to which it is a party. This Agreement has been, and upon delivery, the
Ancillary Agreements to which they are a party will be, duly executed and delivered by Buyer
and, assuming the due authorization, execution and delivery by Seller, constitutes and will
constitute the valid and legally binding agreement of Buyer enforceable against Buyer in
accordance with their respective terms.
6.5 Independent Investigation. Buyer has conducted an independent investigation of
the Assets and the Business. Buyer acknowledges that: (i) EXCEPT AS SET FORTH IN
THIS AGREEMENT, THE ASSETS AND THE BUSINESS ARE CONVEYED "AS IS,
WHERE IS" AND "WITH ALL FAULTS," AND (ii) SELLER HAS NOT MADE, AND
SELLER HEREBY EXPRESSLY DISCLAIMS AND NEGATES, ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR
NATURE WHATSOEVER RELATING TO THE ASSETS OR THE BUSINESS
(INCLUDING ANY IMPLIED OR EXPRESSED WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) EXCEPT FOR
THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
AGREEMENT.
6.6 No Other Representations. Buyer is not making any representations or
warranties, expressed or implied, of any nature whatsoever except as specifically set forth in this
Agreement.
ARTICLE VII
COVENANTS
7.1 Access to Owned Real Property and Records; Due Diligence Period.
(a) Until the Closing or until any earlier termination of this Agreement, Seller
will afford to or obtain for the officers and authorized agents and representatives of Buyer
reasonable access to the Owned Real Property (including for the purpose of permitting Buyer to
perform or cause to be performed, at Buyer's expense, all testing of the Environment, inspections
and other procedures reasonably considered desirable by Buyer), Assets, sites, and the books and
records of Seller related to the Business, all upon reasonable notice and conducted at times
agreed to by Seller, which agreement shall not be unreasonably withheld, conditioned or delayed.
Without limiting the generality of the foregoing, Buyer shall have the right to conduct Phase I
Environmental investigations of the Owned Real Property, but may not conduct Phase II
investigations without Seller's consent, which may be granted or withheld in Seller's sole
discretion. If Seiler withholds consent to any Phase 1I investigation requested by Buyer, Buyer
shall have the right to terminate this Agreement by written notice to Seller within five (5)
Business Days after Seller notifies Buyer that it is withholding consent, but in no case may
18000.519-982165 V10 19

Seller's termination notice be later than three (3) Business Days prior to the Closing Date. Any
access to the Owned Real Property requested by Buyer pursuant to this Section 7.1(a) for
Environmental Phase II investigations to which Seller consents shall be governed by an access
agreement containing customary terms and conditions to be agreed upon by the parties. Buyer
will provide Seller with the results of any such Phase I1 environmental investigation upon
Seller's written request.
(b) Until thirty (30) days after the Closing or until the earlier termination of
this Agreement, Seller shall furnish Buyer with such additional financial and operating data and
other information as to the Business as Buyer may from time to time reasonably request, whether
such information is in the possession of Seller or any of its Affiliates.
(c) Until the ninety-first (91") day after the Closing or until the earlier
termination of this Agreement, Seller shall use commercially reasonable efforts to cooperate with
Buyer, its representatives, engineers, auditors and counsel in the preparation of any documents or
other materials that may be required by any Governmental Authority in connection with the
Transactions. The parties shall cause all Confidential Information obtained in connection with
the negotiation of this Agreement to be treated in accordance with the provisions of Article XII.
(d) All access and testing of Owned Real Property shall be coordinated with
Seller, and Buyer and its agents and employees shall enter the Owned Real Property and perform
inspections or meet with Business Employees only if accompanied by a representative of Seller.
Seller shall have the right to delay access or testing for up to one week from the date desired by
Buyer until such time that the access or testing, in the reasonable judgment of Seller, will not
materially interfere with the operations of the Business, if Seller shall notify Buyer. Seller shall
have the right to require that access and testing be conducted on weekends or after hours if
deemed necessary in the reasonable judgment of Seller.
(e) Buyer shall return the Owned Real Property to substantially the same
condition as existed as of the Execution Date to the extent there are any material alterations to
the Owned Real Property attributable to the exercise of its rights pursuant to this Section 7.1, and
Buyer shall, separate and apart from its obligations under Article X, if any, indemnify and save
harmless Seller from all costs of returning the Owned Real Property to such condition. If Buyer
does not promptly perform such work, Seller shall have the right to perform, or cause to be
performed, such work and to obtain reimbursement for the reasonable costs of such work
(including reasonable legal and consulting fees) from Buyer, which costs shall be payable by
Buyer to Seller upon demand.
7.2 Activities of Seller Prior to Closing. Between the Execution Date and the Closing
or the earlier termination of this Agreement, Seller shall:
(a) carry on the Business in the ordinary and usual course consistent with past
practice, provided, however, that Seller shall have no obligation to purchase any vehicles or
purchase any yellow iron pursuant to this Section 7.2 or otherwise;
(b) maintain the Assets in as good working order and condition as on the
Execution Date, ordinary wear and tear excepted;
18000.519-982165 00 20

(c) use commercially reasonable efforts to preserve intact its current business
organization, keep available the services of the officers, management personnel, Business
Employees and agents employed in the Business (including "shared" employees and "available"
employees previously identified to Buyer), and maintain relationships with suppliers, customers,
consultants, employees, independent contractors, government agencies, communities and others
having business relations with Seller in the operation of the Business, and promptly notify Buyer
of the loss or potential loss of any customer or group of customers material to the Business;
(d) use commercially reasonable efforts to provide balance sheets and the
related statements of income for the Business for each month following the Execution Date;
(e) provide all commercially reasonable assistance to Buyer to provide for an
orderly transfer of the Assets and the Business from Seller to Buyer;
(f) continue in full force and effect the insurance coverage under the policies
applicable to the Business or the Assets;
(g) make no changes in management personnel initiated by Seller without
prior consultation with Buyer to the extent reasonably practicable under the circumstances;
(h) comply in all material respects with all Applicable Laws and contractual
obligations applicable to the operation of the Business and the Assets;
(1) pay or otherwise satisfy in the ordinary course of business all of its
Liabilities relating to the Business and the Assets;
0) cause all Encumbrances on any of the Assets to be fully released and
extinguished, except for Permitted Exceptions; and
(k) maintain all books and records of Seller in the ordinary course of business.
7.3 Prohibited Activities Prior to Closing. Between the Execution Date and the
Closing or earlier termination of this Agreement, except as contemplated by this Agreement,
Seller shall not, and shall ensure that its Affiliates do not (in each case as it relates to the
Business), without the prior written consent of Buyer:
(a) engage in any practice, take any action, fail to take any action or enter into
any transaction which could cause any representation or warranty of Seller in this Agreement to
be untrue or result in a breach of any covenant made by Seller in this Agreement;
(b) breach, amend (except in the ordinary course of business) or terminate any
material Assumed Contract;
(c) enter into any transaction outside the ordinary course of the business of
Seller or otherwise prohibited under this Agreement;
(d) sell, transfer, lease or otherwise dispose of any Assets, other than in the
ordinary course of business;
18000.519-982165 v10 21

(e) cause or permit to arise any Title Defect or Survey Defect with respect to
the Owned Real Property;
(f) materially change or increase any compensation payable to, or benefits
made available to, any Business Employees, except (i) to the extent required by Applicable Law,
or (ii) in the ordinary course of business consistent with past practice;
(g) except in the ordinary course of business, relinquish, or seek to modify or
amend any substantive term of, any Permit;
(h) defer any customary maintenance or repairs of the Assets;
(i) allow any other action or omission, or series of actions or omissions, by
Seller that would prohibit them from delivering the certificate described in Section 9.1 on the
Closing Date;
(j) change any accounting methodology which would cause such
methodology to deviate materially from industry standards, the historical methodology used by
Seller or the methodology used as of the Execution Date;
(k) conclude or agree to any consent actions or orders with any Governmental
Authority or any other Person;
(1) enter into any secrecy or noncompetition agreement or any similar
agreement or restriction of any kind that restricts the operation of the Business; or
(m) agree to do any of the foregoing.
7.4 Contact with Government Officials and Customers. Seller shall use its
commercially reasonable efforts to cooperate with Buyer in making contact with the appropriate
Governmental Authorities and officials having information about or jurisdiction over the
Transaction, Seller, the Business, the Owned Real Property, the Assets or obligations or rights of
Seller, including environmental and land use agencies and officials, to assist Buyer in completing
its regulatory evaluation of the Business and the Assets and securing any consents necessary to
transfer the Permits or in securing new Permits. Buyer and Seller shall each use commercially
reasonable efforts to obtain before Closing all consents and approvals necessary to transfer the
Permits (or Buyer will use commercially reasonable efforts to obtain new permits for any non-
transferable Permits) and the Assumed Contracts to Buyer at the Closing. Buyer acknowledges
and agrees that it shall not contact any customers until the Closing. Buyer acknowledges and
agrees that any contact with Business Employees prior to Closing will be undertaken and
coordinated mutually by Seller and Buyer.
7.5 Public Announcements. The parties shall mutually agree on whether a press
release will be issued in connection with the Agreement and the Transactions and, if so, the form
of any such press release. Except as otherwise required by Applicable Law or the rules of the
New York Stock Exchange, the parties agree that, prior to Closing: (a) except as provided
below, no press release or other written communication shall be issued by Seiler, on the one
hand, or Buyer, on the other hand, which makes reference in any way to the other party; (b) no
18000.519-982165 v10 22

press release or other written communication shall be issued by Seller, on the one hand, or
Buyer, on the other hand, containing information regarding this Agreement or the Transactions
(including the fact that the Transactions are being discussed or the terms of the Transactions)
without the prior written approval of the other party, which approval may not be unreasonably
withheld, conditioned or delayed. The parties shall consult with each other concerning the
means by which Seller's Business Employees, customers and suppliers and others having
dealings with Seller will be informed of the Transactions. Nothing in this Section 7.5 shall
restrict Buyer's ability to contact the third parties and Governmental Authorities listed in
Section 7.4 who are permitted to be contacted pursuant to Section 7.4 with respect to the
Transactions.
7.6 Standstill Agreement. Unless and until this Agreement is terminated pursuant to
Article XI without the Closing having taken place, Seller will not directly or indirectly (through
an Affiliate, a representative, agent, Business Employee, employee or otherwise) solicit or
furnish any information to any prospective buyer, commence or conduct negotiations with any
party (other than Buyer), or enter into any Contract with any party (other than Buyer) concerning
the sale of the Assets or Business or any portion thereof.
7.7 Supplements to the Disclosure Schedules. From time to time at least two days
prior to the Closing Date and upon written notice thereof to Buyer, Seiler shall, without further
modification of this Agreement, supplement and update any of the Disclosure Schedules
delivered pursuant to this Agreement to reflect new information arising out of circumstances first
occurring after the Execution Date to make the information set forth therein complete and
accurate. So long as such supplement or update does not disclose any event, fact or condition
that if not incorporated into the Disclosure Schedule would, in the aggregate taking into account
all such supplements or updates since the Execution Date, constitute a material breach of any
representation, warranty or covenant of Seller set forth in this Agreement, no further
modification of this Agreement shall be required in connection with any such supplement or
update. In the event that such supplement or update discloses an event, fact or condition that
would, in the aggregate taking into account all such supplements or updates since the Execution
Date, result in such a material breach, then Buyer may reject such supplement or update and
terminate this Agreement without recourse under Section 11.1 W. Additionally, for the
avoidance of doubt, Schedule 1.1(b) and Schedule 1.1(c) will be updated to address changes to
the Equipment and Customer Accounts that occur in the ordinary course of business between the
Execution Date and the Closing Date. Any such updates to the list of Equipment or Customer
Accounts will not be materially adverse to Buyer, individually or in the aggregate. In the event
that such supplement or update discloses a change that is materially adverse to Buyer,
individually or in the aggregate, then (i) the parties may agree to a mutually -agreeable reduction
of the Purchase Price or (ii) Buyer may elect to terminate this Agreement without recourse under
Section 11.1(z).
7.8 Commercially Reasonable Efforts. Buyer and Seller shall each use their
commercially reasonable efforts to cause the conditions in Article VIII and Article IX to be
satisfied.
7.9 Non -Assignment of Certain Contracts. Notwithstanding anything to the contrary
in this Agreement, to the extent that the assignment hereunder of any Assumed Contract shall
18000.519-982165 00 23

require the consent of any third party or Governmental Authority, neither this Agreement nor any
action taken pursuant to its provisions shall constitute an assignment or an agreement to assign if
such assignment or agreement to assign would constitute a breach of such Assumed Contract or
result in the loss or material diminution thereof, provided, however, that Seller shall, at the
request of Buyer, use commercially reasonable efforts to obtain the consent of the other party to
such Assumed Contract to an assignment thereof in favor of Buyer; further provided, however,
that if any Assumed Contract requires consent for assignment in favor of Buyer and such consent
is not obtained at or prior to Closing, Seller shall, to the extent contractually permitted, enter into
an agreement with Buyer affording Buyer the rights, benefits and obligations under such
Assumed Contract as if such consent to assignment had been obtained. In the event that the
consent to assign such Assumed Contract is obtained, such Assumed Contract thereupon shall be
reasonably promptly assigned from Seller to Buyer.
7.10 UCC. Buyer and Seller hereby waive compliance with the bulk -transfer
provisions of the Uniform Commercial Code (or any similar law) in connection with the
Transactions.
7.11 Commercially Reasonable Efforts to Assign. To the extent that the transfer or
assignment of any Assumed Contract or Permit to Buyer shall require the consent of any third
party or Governmental Authority, Seller and Buyer shall each use commercially reasonable
efforts to obtain such consent prior to the Closing and, if such consent is not a condition of
Closing, shall continue to use its commercially reasonable efforts to obtain such consent after the
Closing.
7.12 Title Insurance and Surveys.
(a) Prior to the Execution Date, Seller has delivered to Buyer Owner's Policy
of Title Insurance 42012266 dated October 17, 2002 issued by Lawyer's Title Insurance
Company (the "Existing Title Policy") for the Owned Real Property for Buyer to obtain one or
more commitments (collectively, the "Commitment") issued by a title company licensed to
insure title to the Owned Real Property in the state where the Owned Real Property is located
(the "Title Company"), whereby the Title Company agrees to issue at the Closing one or more
ALTA Form 6 Owners Policies of Title Insurance (collectively, the "Title Policy") for the
Owned Real Property in an amount acceptable to Buyer. A copy of the Commitment shall be
delivered to Seller promptly following receipt by Buyer. The premium for the Title Policy, and
the cost of any endorsements reasonably requested by Buyer, shall be paid by Buyer. The Title
Policy shall be in the amount designated by Buyer, showing fee simple title to the Owned Real
Property vested in Buyer at the Closing Date subject only to Permitted Exceptions. The
Commitments and the Title Policy to be issued by the Title Company shall have all Standard and
General Exceptions deleted so as to afford full "extended form coverage" and may contain the
following endorsements: an ALTA Zoning Endorsement 3.1, ALTA 8.1 Environmental
Protection Lien, ALTA 9.2 Owners Comprehensive, ALTA 17 Access, ALTA 19 Contiguity
(where appropriate), survey and such other endorsements as may be reasonably requested by
Buyer.
(b) Prior to the Execution Date, Seller has delivered to Buyer ALTA/ASCM
Land Title Survey (J.N 23338) dated May 14, 2002 by Site Design, Inc. for the Owned Real
18000.519-982165 v10 24

Property (the "Existing Survey"). Buyer may obtain an as -built plat of survey of the Owned
Real Property (the "Survey") prepared by a registered land surveyor or engineer, licensed in the
State of North Carolina, dated on or after the Execution Date, certified to Buyer, the Title
Company, and such other entities as Buyer may elect, and conforming to current ALTA/ACSM
Minimum Detail Requirements for Land Title Surveys, sufficient to cause the Title Company to
delete the standard printed survey exception. A copy of the Survey shall be delivered to Seller
promptly following receipt by Buyer. The cost of the Survey shall be paid by Buyer. The
Survey shall show access from the Owned Real Property to dedicated roads and shall include a
flood plain certification and such other matters as Buyer may reasonably request.
(c) 1f (i) the Commitment discloses a title exception other than a Permitted
Exception (a "Title Defect") or (ii) the Survey discloses any encroachment, overlap, boundary
dispute, or gap or any other matter which renders title to the Owned Real Property unmarketable
or uninsurable or reflects that any utility service to the improvements or access thereto does not
lie wholly within the applicable parcel of real property, or within an encumbered easement for
the benefit of such parcel of real property or another parcel of Owned Real Property, or reflects
any other matter materially adversely affecting the current use or improvements of such parcel of
real property or another parcel of Owned Real Property (a "Survey Defect"), then Buyer shall
notify Seller in writing. Together, Title Defects and Survey Defects may hereinafter be referred
to "Defects" or each as a "Defect". Seller shall have 10 days after notice of any such Defect is
delivered by Buyer within which to deliver written notice to Buyer as to whether Seller elects at
its sole expense to cure, any such Title Defect or Survey Defect; provided, however, that
regardless of whether Buyer notifies Seller of the same, Seller shall be required to pay, discharge
and release, at Seller's sole expense, any Defect that is a monetary lien or other monetary defect
of a definite ascertainable amount which can be paid, discharged and released at Closing (a
"Monetary Defect") at or prior to Closing. Except with respect to a Monetary Defect, Seller's
failure to notify Buyer in writing within such period of its election to cure shall be deemed
Seller's election not to cure said Defect. Upon receipt of Seller's notice or deemed notice
electing not to cure, Buyer shall, at its discretion, either (a) elect to waive its objection to any
Defect that Seller does not elect to cure (in which case such Defects shall become Permitted
Exceptions), which may result in a mutually -agreeable reduction of the Purchase Price, (b)
remove the Owned Real Property subject to the Defect from the Assets, which shall result in a
mutually -agreeable reduction of the Purchase Price, or (c) terminate this Agreement.
(d) Prorations and Charges. The parties shall prorate and apportion, on a
calendar year basis, as of the Effective Time, the real property Taxes and assessments, both
general and special, for the Owned Real Property, based upon the last available Tax statements.
If the actual real property Taxes paid by Buyer in respect of the period of the proration exceed
the credit given Buyer at Closing for such Taxes, Seller shall, upon presentation of appropriate
paid tax bills, reimburse Buyer for any amounts incurred by Buyer for such Taxes in excess of
the prorated credit. Alternatively, if the actual real estate Taxes paid by Buyer in respect of the
period of the proration are less that the credit given Buyer at closing for such Taxes, Buyer shall
reimburse Seller for the amount by which the prorated credit was in excess of the actual amount
of the Taxes paid.
(e) Transaction Taxes and Costs, Real Property. Buyer and Seller shall each
pay one-half of the following costs associated with the Closing: (i) the state and local real
18000.519-982165 00 25

property transfer Taxes and similar Taxes and conveyance fees (according to the Section 2.3
allocation of the Purchase Price to the parcel(s) of Owned Real Property conveyed by each
Deed); (ii) the cost of recording all Deeds; and (iii) all other similar costs and fees associated
with the Owned Real Property. If any prorated amounts are not known as of the Closing Date,
adjustments shall be made post -Closing at such time as they are known to the parties.
7.13 Transaction Taxes, Assets Other Than Real Property. Any state and local sales
and use, transfer, conveyance or other Taxes associated with the transfer of the Assets (other
than the Owned Real Property) to Buyer pursuant to this Agreement and the Transactions shall
be paid by one-half by Seller and one-half by Buyer. Buyer's share being calculated and paid to
Seller at the Closing, with Seller promptly remitting Buyer's and Seller's shares of such Taxes to
the applicable taxing authority or authorities.
7.14 Casualty. If prior to Closing, the Owned Real Property or any part thereof, or any
other Assets, or the Business or any part thereof, is damaged by fire, flood or other casualty,
Seller shall give written notice thereof to Buyer, and contingent upon the Closing occurring and
subject to any amendment to this Agreement agreed to between the parties in writing, Buyer
shall be entitled to any insurance proceeds resulting from any such event. At or prior to the
Closing, Seller shall execute and deliver all documents reasonably requested of Buyer to
effectuate such assignment, which may include, without limitation, an assignment of claims and
other rights with respect to such insurance proceeds. Upon any assignment of insurance
proceeds, all risk of collection with respect thereto shall be on Buyer and not Seller.
7.15 Employees. As of the Closing Date, Buyer will offer employment, subject to
Buyer's standard hiring practices, to substantially all of the employees of the Business as of the
Closing Date (all such employees, the "Transferred Employees"); provided, that the Transferred
Employees will in no event include those employees listed on Schedule 7.15. Buyer will, at
Closing, provide an employment offer letter to each of the Transferred Employees setting forth
the terms of employment as determined by Buyer in its sole discretion. Seller shall use its
commercially reasonable efforts to assist Buyer in hiring the Transferred Employees or
transferring their employment, as the case may be. Between the execution of this Agreement and
the Closing, the parties agree to cooperate with each other with respect to all material, oral or
written communications or meetings with the Transferred Employees primarily regarding future
employment. Nothing in this Agreement, express or implied, is intended to confer upon any of
Seller's employees or former employees any rights or remedies of any nature or kind whatsoever
under or by reason of this Agreement, including any rights of employment. Seller retains all
liability associated with the employment or its retention of its employees, consultants and
contract workers. Seller retains all COBRA obligations existing or arising as of Closing.
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATIONS OF SELLER
The obligations of Seller to consummate the Transactions are subject to the completion,
satisfaction, or at its option, waiver, on or prior to the Closing Date, of each of the following
conditions.
18000.519-982165 v10 26

8.1 Representations and Warranties. The representations and warranties of Buyer
contained in this Agreement will be true and correct in all material respects (except for such
representations and warranties which are qualified by their terms by a reference to materiality,
which representations and warranties as so qualified will be true in all respects) on and as of the
Closing Date with the same effect as though such representations and warranties had been made
on and as of such date; and unless this Agreement is executed on the Closing Date, Buyer will
have delivered to Seller a certificate of a duly authorized officer to such effect dated the Closing
Date.
8.2 Covenants. Each and all of covenants and agreements of this Agreement to be
complied with and performed by Buyer on or before the Closing Date shall have been duly
complied with and performed in all material respects (except for such covenants, obligations and
agreements which are qualified by their terms by a reference to materiality, which covenants,
obligations and agreements as so qualified will be performed in all respects); and unless this
Agreement is executed on the Closing Date, Buyer will have delivered to Seller a certificate of a
duly authorized officer to such effect dated the Closing Date.
8.3 No _Legal Prohibition. No injunction or order shall be in effect prohibiting
consummation of the Transactions or which would make the consummation of the Transactions
unlawful.
8.4 No Adverse Proceeding, No Proceeding shall have been instituted and be
pending before a court or any other Governmental Authority which seeks to restrain or prohibit
any of the Transactions; provided, however, that the provisions of this Section 8.4 shall not apply
if Seller or any of its respective Affiliates has directly or indirectly solicited or encouraged any
such Proceeding.
8.5 Deliveries. Buyer shall be prepared to make or cause to be made the deliveries
described in Section 3.3.
8.6 Secretary's Certificate. Buyer will have delivered to Seller a Certificate of the
Secretary of Buyer certifying as to (a) the resolutions of the board or managers, as applicable,
and members of Buyer approving the transactions contemplated by this Agreement and the
consummation thereof, and (b) the incumbency and authority of the officers of Buyer authorized
to negotiate and execute this Agreement and the other contracts, agreements and certificates
required or contemplated hereby.
ARTICLE IX
CONDITIONS PRECEDENT TO OBLIGATIONS OF BUYER
The obligations of Buyer to consummate the Transactions are subject to the completion,
satisfaction or, at its option, waiver, on or prior to the Closing Date, of each of the following
conditions.
9.1 Representations and Warranties. The representations and warranties of Seller
contained in this Agreement will be true and correct in all material respects (except for such
representations and warranties which are qualified by their terms by a reference to materiality,
18000.519-982165 00 27

which representations and warranties as so qualified will be true in all respects) on and as of the
Closing Date with the same effect as though such representations and warranties had been made
on and as of such date; and unless this Agreement is executed on the Closing Date, Seller will
have delivered to Buyer a certificate of a duly authorized officer to such effect dated the Closing
Date.
9.2 Covenants. Each and all of covenants and agreements of this Agreement to be
complied with and performed by Seller on or before the Closing Date shall have been duly
complied with and performed in all material respects (except for such covenants, obligations and
agreements which are qualified by their terms by a reference to materiality, which covenants,
obligations and agreements as so qualified will be performed in all respects); and unless this
Agreement is executed on the Closing Date, Seller will have delivered to Buyer a certificate of a
duly authorized officer to such effect dated the Closing Date.
9.3 No Legal Prohibition. No injunction or order shall be in effect prohibiting
consummation of the Transactions or which would make the consummation of the Transactions
unlawful.
9.4 No Adverse Proceeding. No Proceeding shall have been instituted and be
pending before a court or any other Governmental Authority which seeks to restrain or prohibit
any of the Transactions; provided, however, that the provisions of this Section 9.4 shall not apply
if Buyer have directly or indirectly solicited or encouraged any such Proceeding.
9.5 Deliveries. Seller shall make or cause to be made the deliveries described in
Section 3.2.
9.6 No Material Adverse Change or Effect. No Material Adverse Change shall have
occurred, and no Material Adverse Effect shall have occurred with respect to the Business, since
the Execution Date, provided, however, that nothing specifically disclosed in the Disclosure
Schedules as of the Execution Date, nor in Seller's Financial Statements, individually or in the
aggregate, shall be deemed to be a Material Adverse Change or such a Material Adverse Effect.
9.7 Consents and Approvals. All Governmental Authority and third party consents
and approvals set forth on Schedule 9.7 shall have been obtained.
9.8 Investigation Satisfactory. Buyer shall be reasonably satisfied with the results of
Buyer's Phase I1 environmental investigation, if any, pursuant to Section 7.1.
9.9 Secretary's Certificate. Seller will have delivered to Buyer a Certificate of the
Secretary of Seller certifying as to (a) the resolutions of the board or managers, as applicable,
and members of Seller approving the transactions contemplated by this Agreement and the
consummation thereof, and (b) the incumbency and authority of the officers of Seller authorized
to negotiate and execute this Agreement and the other contracts, agreements and certificates
required or contemplated hereby.
9.10 Additional Documents. Seller shall have caused the following documents to be
delivered (or tendered subject only to Closing) to Buyer:
18000.519-982165 00 28

(a) Certificate of recent date as to the good standing of Seller, executed by the
appropriate officials of the State of North Carolina; and
(b) Such other documents as Buyer may reasonably request for the purpose of
facilitating the consummation of the Transactions.
ARTICLE X
INDEMNIFICATION
10.1 Survival of Representations and Warranties and Covenants.
(a) All representations and warranties of any party hereto contained in this
Agreement and the liabilities and obligations of the parties with respect thereto shall survive the
Closing for a period of two (2) years after the Closing Date; provided, however, that (i) the
representations and warranties in Sections 5.4(a) (except as noted below with respect to
Section 5.4(a)(i)) shall survive the Closing for a period of three (3) years after the Closing Date,
and (ii) the representations and warranties in Sections 5.11, 5.3 d , 5.4 a i , 5.88, and 5.12 shall
survive until the expiration of the applicable statute of limitations period. Covenants of the
parties in Sections 7.11 7_2, 7_31 7_6, 7.77, and 7.12 shall expire and terminate as of the Effective
Time. All other covenants of the parties shall survive indefinitely unless a shorter period is
provided for in this Agreement.
(b) Any claim for indemnification under this Article X shall be valid only if
the party or parties seeking indemnification notifies the other party or parties of the basis for the
claim within the applicable survival period provided in Section 10.1(a), and otherwise the claim
shall be deemed to have been waived by the party or parties seeking indemnification. Solely for
the purposes of this Article X, whether a representation, warranty or covenant has been breached
and the calculation of Liabilities with respect to such breach will be determined without regard to
any materiality qualifiers contained in such representation, warranty or covenant.
10.2 Indemnification by Seller. Seller shall indemnify, defend (as to Third Party
Claims only), protect, and hold harmless Buyer and its officers, members, directors, managers,
divisions, subdivisions, Affiliates, subsidiaries, parent, agents, employees, successors and assigns
at all times from and after the Closing Date from and against all Liabilities incurred by Buyer as
a result of or incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the
representations and warranties by Seller set forth in this Agreement, any Ancillary Agreement, or
in the Schedules, Disclosure Schedules, Exhibits, certificates attached hereto or delivered
pursuant hereto by Seller; (b) nonfulfillment or nonperformance of any agreement, covenant or
condition on the part of Seller made in this Agreement, any Ancillary Agreement, or in the
Schedules, Exhibits, certificates, documents or agreements attached to this Agreement or
delivered pursuant hereto by Seller; and (c) any Excluded Liability.
10.3 Indemnification by Buyer. Buyer shall indemnify, defend (as to Third Party
Claims only), protect and hold harmless Seller and its officers, directors, managers, members,
partners, divisions, subdivisions, Affiliates, subsidiaries, parent, agents, Business Employees,
employees, successors and assigns at all times from and after the Closing Date from and against
i 8000.519-982185 00 29

all Liabilities, whether equitable or legal, matured or contingent, known or unknown, foreseen or
unforeseen, ordinary or extraordinary, patent or latent, incurred by Seller as a result of or
incident to: (a) any breach of, misrepresentation in, untruth in or inaccuracy in the
representations and warranties by Buyer set forth in this Agreement, any Ancillary Agreement or
in the Schedules, Exhibits, certificates attached hereto or delivered pursuant hereto by Buyer;
(b) nonfulfillment or nonperformance of any agreement, covenant or condition on the part of
Buyer made in this Agreement, any Ancillary Agreement, or in the Schedules, Exhibits,
certificates, documents or agreements attached to this Agreement or delivered pursuant hereto by
Buyer; (c) any Assumed Liability; and (d) the operation of the Assets and the Business by Buyer
from and after the Effective Time except to the extent that such Liability arises from a breach of
a representation, warranty, covenant or other agreement of Seller or an Excluded Liability.
10.4 Limitation on Liability. The indemnification obligations set forth in
Sections 10.2(a) and 10.3 a shall (a) apply only if a Closing occurs, (b) apply only after the
aggregate amount of claims for indemnification from the Indemnifying Party under this
Agreement exceeds I% of the Purchase Price (the "Basket"), and thereafter the Indemnifying
Party shall be liable for all indemnification obligations back to the first dollar; and (c) be limited
to a claim or claims in an aggregate amount not to exceed one-half of the Purchase Price (the
"Ca "). Notwithstanding the foregoing, neither the Basket nor the Cap shall apply to any
indemnification obligations arising out of Fraud Claims.
10.5 Indemnification Procedure Between Buyer and Seller. Upon the occurrence of
any claim for which indemnification is believed to be due under this Agreement, the Indemnified
Party shall provide notice of such claim to the Indemnifying Party, stating in general terms the
circumstances giving rise to the claim, specifying the amount of the claim (or an estimate
thereof) and making a request for any payment then believed due (subject to the limitations in
this Agreement). Upon receipt of any such notice, both the Indemnified Party and the
Indemnifying Party shall use commercially reasonable efforts to cooperate and arrive at a
mutually acceptable resolution of such dispute within the next 30 days. If for any reason a
resolution is not reached within the 30-day period, either party may commence the dispute
resolution procedures set forth in Article XIV. If the Indemnifying Party does not respond
within such 30-day period, the claim for indemnification shall be deemed accepted by the
Indemnifying Party. If all or a portion of such claim amount is determined to be owed to the
Indemnified Party, the Indemnifying Party shall (subject to the terms of Section 10.4) within 10
days of such determination, pay the Indemnified Party such amount owed in immediately
available funds.
10.6 Procedure for Indemnification with Respect to Third -Party Claims.
(a) If any third Person shall notify an Indemnified Party with respect to any
matter that may give rise to a claim for indemnification against an Indemnifying Party (a "Third
Party Claim") or if any party who may make a claim for indemnification under this Agreement
otherwise becomes aware of any matter that may give rise to such a claim or wishes to make
such a claim (whether or not related to a Third Party Claim), then the Indemnified Party shall
promptly notify each Indemnifying Party thereof in writing; provided, however, that no delay on
the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the
Indemnifying Party from any obligation under this Agreement unless (and then solely to the
18000,519-982165 v10 30

extent) the Indemnifying Party is thereby materially prejudiced.
(b) If an Indemnified Party gives notice to the Indemnifying Party pursuant to
Section 10.6(a) of the assertion of a Third -Party Claim, the Indemnifying Party shall be entitled
to participate in the defense of such Third -Party Claim and, to the extent that it wishes (unless
(i) the Indemnifying Party is also a Person against whom the Third -Party Claim is made and the
Indemnified Party determines in good faith that joint representation would be inappropriate due
to actual or potential conflicts of interest or (ii) the Indemnifying Party fails to provide
reasonable assurance to the Indemnified Party of its financial capacity to defend such Third -
Party Claim and provide indemnification with respect to such Third -Party Claim), to assume the
defense of such Third -Party Claim with counsel satisfactory to the Indemnified Party. Except
with the prior written consent of the Indemnified Party, no Indemnifying Party, in the defense of
any such claim or litigation, shall consent to entry of any judgment or order, interim or
otherwise, or enter into any settlement that provides for injunctive or other nonmonetary relief
affecting the Indemnified Party or that does not include as an unconditional term thereof the
giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with
respect to such claim or litigation. In the event that the Indemnified Party shall in good faith
determine that the conduct of the defense of any claim subject to indemnification under this
Agreement or any proposed settlement of any such claim by the Indemnifying Party might be
expected to affect adversely the Indemnified Party, or that the Indemnified Party may have
available to it one or more defenses or counterclaims that are inconsistent with one or more of
those that may be available to the Indemnifying Parry in respect of such claim or any litigation
relating thereto, the Indemnified Party shall have the right at all times to take over and assume
control over the defense, settlement, negotiations or litigation relating to any such claim at the
sole cost of the Indemnifying Party, provided that if the Indemnified Party does so take over and
assume control, the Indemnified Party shall not settle such claim or litigation without the written
consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In
the event that the Indemnifying Party does not accept the defense of any matter as above
provided, the Indemnified Party shall have the full right to defend against any such claim or
demand and shall be entitled to settle or agree to pay in full such claim or demand. In any event,
the Indemnifying Party and the Indemnified Party shall cooperate in the defense of any claim or
litigation subject to this Article X and the records and personnel of each shall be reasonably
available to the other with respect to such defense. With respect to any Third -Party Claim
subject to indemnification under this Article X, the parties agree to cooperate in such a manner
as to preserve in full (to the extent possible) the confidentiality of all confidential information
and the attorney -client and work -product privileges. In connection therewith, each party agrees
that: (i) it will use its commercially reasonable efforts, in respect of any Third -Party Claim in
which it has assumed or participated in the defense,' to avoid production of confidential
information (consistent with Applicable Law and rules of procedure), and (ii) all
communications between any party hereto and counsel responsible for or participating in the
defense of any Third -Party Claim shall, to the extent possible, be made so as to preserve any
applicable attorney -client or work -product privilege.
10.7 Tax Treatment of Payment. Unless otherwise required by law or unless Seller and
Buyer otherwise mutually agree in writing, any payment made under this Article X shall be
treated as an adjustment to the Purchase Price.
18000.519-982165 v10 31

10.8 Exclusive Remedy. With the exception of Fraud Claims, and other than equitable
or injunctive relief or claims as expressly provided for in this Agreement, the indemnification
provided in this Article X is the exclusive remedy of the parties with respect to (a) any breach or
inaccuracy of the representations and warranties contained in this Agreement, or in the
Schedules, Exhibits, certificates, documents or agreements attached to this Agreement or
delivered pursuant hereto, including the Ancillary Agreements, or (b) the breach or failure to
perform of any covenants, agreements or obligations contained in this Agreement, or in the
Schedules, Exhibits, certificates, documents or agreements attached to this Agreement or
delivered pursuant hereto, including the Ancillary Agreements. In furtherance of the foregoing,
Seller and Buyer waive, to the fullest extent permitted by Applicable Law, any and all other
rights, claims, and causes of action (including rights of contributions, if any) that may be based
upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of
this Agreement (including any tort or breach of contract claim or cause of action based upon,
arising out of, or related to any representation or warranty made in or in connection with this
Agreement or as an inducement to enter into this Agreement), known or unknown, foreseen or
unforeseen, which exist or may arise in the future, that it may have against the other arising
under or based upon any Applicable Law, common law, or otherwise.
ARTICLE XI
TERMINATION OF AGREEMENT
11.1 Termination by Buyer, Buyer may, by written notice in the manner provided in
Section 13.6 on or before the date set forth in Section 11.3, terminate this Agreement in the event
of a material breach by Seller (a) of the representations and warranties of Seller or (b) in the
observance, or in the due and timely performance, of any of the covenants or agreements
contained in this Agreement on its part to be performed, such breaches not having been cured
within 10 Business Days after the delivery of written notice thereof by Buyer. In addition,
Buyer, by notice in the manner provided in Section 13.6, may terminate this Agreement (y) if
any of the conditions set forth in Article IX shall become reasonably incapable of fulfillment
(other than due to acts or omissions of Buyer or its Affiliates or representatives) and such
conditions shall not have been waived by Buyer, or (z) due to the circumstances described in
Sections 7.7 or 7.12(c).
11.2 Termination bySeller. Seller may, by written notice in the manner provided in
Section 13.6 on or before the date set forth in Section 11.3, terminate this Agreement in the event
of a material breach by Buyer (a) of the representations and warranties of Buyer or (b) in the
observance, or in the due and timely performance of any of the covenants or agreements
contained in this Agreement on its part to be performed, and such breach shall not have been
cured within 10 Business Days after written notice thereof. In addition, Seller, by notice in the
manner provided in Section 13.6, may terminate this Agreement if any of the conditions in
Article VIII shall become reasonably incapable of fulfillment (other than due to acts or omissions
of any of Seller or its Affiliates or representatives) and such conditions shall not have been
waived by Seller.
11.3 Termination Date. This Agreement may be terminated by either Seller or Buyer
by notice to the other if the Transactions shall not have been consummated by 5:00 p.m.
18000.519-982165 v10 32

(Eastern) November 1, 2017 (other than as a result of a breach of this Agreement by the party
giving such notice or by its Affiliates), unless such date shall be extended by the mutual written
consent of Seller and Buyer.
11.4 Effect of Termination. If this Agreement is validly terminated pursuant to
Section 11.1, 11.2 or 11.3, this Agreement shall thereafter become null and void, and there shall
be no liability or obligation on the part of any of the parties (or any of their respective officers,
directors, managers, members, employees, agents or other representatives or Affiliates), except
that (a) the provisions of Article XII (except Section 12.3), Section 13.6 and Article XIV shall
survive such termination, and (b) such termination shall not relieve any party of any liability for
any willful material breach of this Agreement.
ARTICLE XII
NONDISCLOSURE AND NONSOLICITATION
12.1 Nondisclosure by Buyer. Buyer recognizes and acknowledges that, in connection
with the Transactions, Seller has provided to it and will provide to it prior to the Closing Date or
any later deadline provided in this Agreement, Confidential Information of Seller, including,
without limitation, lists of customers, operational policies, and pricing and cost policies that are
valuable, special and unique assets of Seller. Buyer agrees that it will not, except as may be
required by law or valid legal process, disclose such Confidential Information to any Person for
any purpose or reason whatsoever, prior to the Closing Date except to authorized representatives
of Buyer, unless such information is or becomes known to the public generally through no fault
of Buyer. The provisions of this Section shall apply at all times prior to the Closing Date, and if
no Closing occurs and this Agreement it terminated, for a period of one year following the
termination of this Agreement.
12.2 Nondisclosure by Seller. Neither Seller nor any of its Affiliates shall at any time
subsequent to the Closing, except as explicitly requested by Buyer or as otherwise provided in
this Agreement, use for any purpose, disclose to any Person, or keep or make copies of any
records and files containing, any Confidential Information relating primarily to the Business, the
Assets or the Assumed Liabilities, all such information being deemed to be transferred to and
owned by Buyer under this Agreement. For purposes of this Agreement, "Confidential
Information" shall mean information relating primarily to the Business, the Assets or the
Assumed Liabilities, including all customer and vendor lists and related information, all
information concerning the Business' processes, products, costs, prices, sales, marketing and
distribution methods, properties and assets, Assumed Liabilities, and other information not
previously disclosed to the public directly by Seller, except to the extent that any of the
foregoing is, or comes into, the public domain through no fault of Buyer. The foregoing
provisions shall not apply to any information which is or relates primarily to an Excluded Asset
or to the Excluded Liabilities, or which relates to Tax matters of Seller. If at any time after the
Closing, Seller or any Affiliate of Seller should discover that they are in possession of any
records and files containing the Confidential Information of Buyer, then Seller shall immediately
turn such records and files over to Buyer, which shall, upon request, make available to Seller any
information contained therein which is not Confidential Information. Seller agrees that it will
not assert a waiver of loss of confidential or privileged status of the information based upon such
18000.519-982165 v10 33

possession or discovery or based on the transfer to Buyer of ownership or other rights with
respect to Confidential Information in connection with the Transactions.
12.3 Nonsolicitation. Seller, for itself and on behalf of its Affiliates, covenants and
agrees that for a period of five (5) years from and after the Closing Date, neither Seller nor any
of its Affiliates will solicit any waste collection business of the service type included in the
Business from any Customer Account, including any Governmental Authority. Responding to a
request for proposals or bids for the service type included in the Business from any entity,
association or Governmental Authority where either such entity, association or Governmental
Authority is a Customer Account or the underlying recipients of the proposed service are
Customer Accounts, is considered a solicitation of service in violation of this Section.
Notwithstanding the foregoing, in the event Seller or any of its Affiliates acquires the business of
an unrelated third party, via acquisition of assets, stock merger or other acquisition structure, and
one or more of the Customer Accounts is included in such acquired business, Seller's or its
Affiliate's acquisition of such business shall not be deemed a breach of this Section 12.3, and the
servicing of such customer acquired because they are included in such acquired business will not
be deemed a breach of this Section 12.3. Notwithstanding anything to the contrary contained
herein, the foregoing restrictions shall not apply with respect to any National Accounts.
12.4 Equitable Relief for Violations. The parties acknowledge that an irreparable
injury may result to the non -violating party and its business in the event of a breach by the
violating party of any provision in this Article XII. The parties also acknowledge and agree that
the damages or injuries that a non -violating party sustains as a result of such a breach are
difficult to ascertain and money damages alone may not be an adequate remedy to a non -
violating party. The parties therefore expressly agree that if a controversy arises concerning the
rights or obligations of a party under this Article XII, such rights or obligations shall be
enforceable by a court decree of specific performance and a non -violating party shall also be
entitled to any injunctive relief from the court pursuant to Article XIV necessary to prevent or
restrain any such breach. Such relief shall be granted without the necessity of a showing of
irreparable harm and without the posting of a bond or other security. Such relief, however, shall
be cumulative and non-exclusive and shall be in addition to any other remedy to which the
parties may be entitled in accordance with this Agreement.
ARTICLE XiII
GENERAL
13.1 Assignment, Binding Effect, Amendment, This Agreement and the rights of the
parties under it may not be assigned without the prior consent of the non -assigning parties;
provided, however, that Buyer may assign any or all of its rights, interests and obligations under
this Agreement (a) to an Affiliate of Buyer prior to the Closing or (b) as security for obligations
to its lenders. This Agreement shall be binding upon and shall inure to the benefit of the parties
and their successors and permitted assigns. This Agreement may be modified or amended only
by a written instrument executed by all parties.
13.2 Entire Agreement. This Agreement, together with its exhibits and schedules, is
the final, complete and exclusive statement and expression of the agreement among the parties
18000.519-982165 v10 34

with relation to its subject matter. This Agreement supersedes, and cannot be varied,
contradicted or supplemented by evidence of, any prior or contemporaneous discussions,
correspondence, or oral or written agreements, understandings or Contracts of any kind.
13.3 Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original and all of which together shall constitute
but one and the same instrument.
13.4 No Brokers. Seller represents and warrants to Buyer, and Buyer represents and
warrants to Seller, that the warranting party has had no dealings with any broker or agent so as to
entitle such broker or agent to a commission or fee in connection with the Transactions. If for
any reason a commission or fee shall become due, the party dealing with such agent or broker
shall pay such commission or fee and agrees, separate and apart from its respective obligations
under Article X, to indemnify and save harmless the other party from all claims for such
commission or fee and from all attorneys' fees, litigation costs and other expenses relating to
such claim.
13.5 Expenses of Transaction. Except as otherwise provided in this Agreement,
whether or not the Transactions shall be consummated:
(a) Buyer will pay the fees, expenses and disbursements of Buyer and its
agents, representatives, accountants and counsel incurred in connection with the subject matter of
this Agreement and any amendments to it and all other costs and expenses incurred in the
performance and compliance with all conditions to be performed by Buyer under this
Agreement;
(b) Seller will pay the Pecs, expenses and disbursements of Seller and its
respective agents, representatives, accountants and counsel incurred in connection with the
subject matter of this Agreement and any amendments to it and all other costs and expenses
incurred in the performance and compliance with all conditions to be performed by Seller under
this Agreement; and
(c) Nothing in this Section 13.5 shall limit the rights of a non -breaching party
to recover damages, including fees and expenses if so awarded, in connection with any
successful claim against a party in breach under this Agreement.
13.6 Notices. All notices or other communications required or permitted hereunder
shall be in writing and may be given by depositing the same in United States mail, addressed to
the party to be notified, postage prepaid and registered or certified with return receipt requested,
by overnight courier or by delivering the same in person to such party.
18000.519-982165 00 35

(a) If to Seller, addressed to it at:
c/o Republic Services, Inc.
1041 Red Ventures Dr., #I 10
Fort Mill, SC 29707
Attn: Area President
with a copy to:
Republic Services, Inc.
18500 N. Allied Way
Phoenix, AZ 85054
Attn: General Counsel
and with a copy to:
Ballard Spahr LLP
I Bast Washington Street
Suite 2300
Phoenix, AZ 85004-2555
Attn: Stephen M. Savage
(b) if to Buyer, addressed to it at:
Waste Industries, LLC
3301 Benson Drive, Suite 601
Raleigh, NC 27609
Attn-. Michael T. Ingle
with a copy to:
Waste Industries, LLC
3301 Benson Drive, Suite 601
Raleigh, NC 27609
Attn: Lisa Inman, General Counsel
Notice shall be deemed given and effective the day personally delivered, the day after being sent
by overnight courier, subject to signature verification, and three Business Days after the deposit
in the U.S. mail of a writing addressed as above and sent first class mail, registered or certified,
return receipt requested. Any party may change the address for notice by notifying the other
parties of such change in accordance with this Section 13.6,
13.7 No Waiver. No delay of or omission in the exercise of any right, power or
remedy accruing to any party as a result of any breach or default by any other party under this
Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of
or acquiescence in any such breach or default, or of or in any similar breach or default occurring
later; nor shall any waiver of any single breach or default be deemed a waiver of any other
breach of default occurring before or after that waiver.
18000.519-982165 v10 36

13.9 Captions. The headings of this Agreement are inserted for convenience only,
shall not constitute a part of this Agreement or be used to construe or interpret any of its
provisions.
13.9 No Third Par Beneficiaries. Except for the provisions of Article X relating to
indemnified parties, nothing contained in this Agreement is intended or shall confer upon any
other Person, including any union or employee or former employee (including former or current
Business Employees) of Seller, any legal or equitable right, benefit or remedy of any nature
whatsoever, including any rights of employment for any specified period, under or by reason of
this Agreement.
13.10 Severability. In case any provision of this Agreement shall be deemed to be
invalid, illegal or unenforceable, it shall, to the extent possible, be modified in such manner as to
be valid, legal and enforceable but so as most nearly to retain the intent of the parties. If such
modification is not possible, such provision shall be severed from this Agreement. In either case
the validity, legality and enforceability of the remaining provisions of this Agreement shall not in
any way be affected or impaired thereby.
13.11 Construction. The parties have participated jointly in the negotiation and drafting
of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this
Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the
provisions of this Agreement. Any reference to any federal, state, local or foreign statute shall
be deemed to refer to such statute as amended and to all rules and regulations promulgated
thereunder, unless the context requires otherwise. The word "include" or "including" means
include or including, without limitation. All references in this Agreement to Articles, Sections,
Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall otherwise require.
ARTICLE XIV
DISPUTE RESOLUTION
14.1 General. Except with respect to disputes regarding the Actual Adjustment
Amount (which shall be governed by Section 2.2(c), and except as provided in Article XII, the
parties agree that any disputes arising out of or related in any way to this Agreement, including a
breach of this Agreement, shall be brought exclusively in the state or federal courts located in
Raleigh, North Carolina. By execution and delivery of this Agreement, with respect to any
dispute, each of the parties knowingly, voluntarily and irrevocably: (a) consents, for itself and in
respect of its property, to the exclusive jurisdiction of these courts; (b) waives any immunity or
objection, including any objection to personal jurisdiction or the laying of venue or based on the
grounds of forum non conveniens, which it may have from or to the bringing of the dispute in
such jurisdiction; (c) waives any personal service of any summons, complaint or other process
that may be made by any other means permitted by the State of North Carolina; (d) waives any
right to trial by jury; (e) agrees that any such dispute will be decided by court trial without a jury;
(f) understands that it is giving up valuable legal rights under this provision, including the right
to trial by jury, and that it voluntarily and knowingly waives those rights; and (g) agrees that any
18000.519-982165 00 37

party to this Agreement may file an original counterpart or a copy of this Section 14.1 with any
court as written evidence of the consents, waivers and agreements of the parties set forth in this
Section 14.1.
14.2 Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of North Carolina, without giving effect to any
choice or conflict of law provision or rule (whether of the State of North Carolina or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of North Carolina.
14.3 Attorneys' Fees. Should any litigation be commenced under this Agreement, the
successful party in such litigation shall be entitled to recover, in addition to such other relief as
the court may award, its reasonable attorneys' fees, expert witness fees, litigation related
expenses, and court or other costs incurred in such litigation or proceeding. For purposes of this
clause, the term "successful party" means the net winner of the dispute, taking into account the
claims pursued, the claims on which the pursuing party was successful, the amount of money
sought, the amount of money awarded, and offsets or counterclaims pursued (successfully or
unsuccessfully) by the other party. If a written settlement offer is rejected and the judgment or
award finally obtained is equal to or more favorable to the offeror than an offer made in writing
to settle, the offeror is deemed to be the successful party from the date of the offer forward.
(Signatures appear on the following pages.]
18000.519-982165 vi0 38

fN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective authorized officers as of the day and year first above written.
BUYER:
WASTE INDUSTRIES, LLC, a North Carolina
limited liability company
SELLER:
REPUBLIC SERVICES OF NORTH CAROLINA,
LLC, a North Carolina limited liability company
By:
Name:
Its:
[Signature Page to Asset Purchase Agreement]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
by their respective :authorized officers as of the day and year first above written.
BUYER:
WASTE INDUSTRIES, LLC, a Noillt Carolina
limited liability company
By:
Name:
Its:
SELLER:
REPUBLIC SERVICES OF NORTH CAROLINA,
LLC, a North Carolina limited liability company
By:
Name: '
Its:
[Signature Page to Asset Purchase Agreement]

BILL OF SALE AND ASSIGNMENT
Effective as of October 3, 2017, Republic Services of North Carolina, LLC, a North
Carolina limited liability company ("Seller"), for good and valuable consideration and pursuant to
that certain Asset Purchase Agreement dated September 20, 2017 (the "Purchase Agreement'),
between Seller and Waste Industries, LI.C, a North Carolina limited liability company (`Buyer"),
hereby sells, assigns, transfers, conveys and delivers to Buyer all of Seller's right, title and interest
in the Assets (as defined in the Purchase Agreement).
TO HAVE AND TO HOLD all such Assets unto Buyer and its successors and assigns to
and for its use.
Seller shall execute and deliver, at the request of Buyer, such further instruments of
transfer, and shall take or cause to be taken such other or further actions, transfers, assignments
and conveyances, confirmations and consents as shall reasonably be requested for purposes of
carrying out the Transactions.
This Bill of Sale and Assignment is delivered pursuant to Section 3.2(a) of the Purchase
Agreement and shall be construed consistently with the Purchase Agreement. Capitalized terms
used in this instrument shall have the meanings given them in the Purchase Agreement. The
effective time of this Bill of Sale and Assignment is the Effective Time of the Closing under the
Purchase Agreement.
[SIGNATURE ON THE FOLLOWING PAGE]

IN WITNE-SS WI-iI:R1 OF, Seller has eXecuted and delivered this Bill of Site and
Assignment effective as of the date first above written.
SELLER;
REPUBLIC SERVICI?S NORTH CAROLINA,
LI-C, a North Carolina limited liability company
By: (-t
Namc:
Its: \ .'"
(Signatunv 1'nge to bill of Sala/

John Pfleger
EHS Manager
Waste Industries LLC
3301 Benson Drive, Suite 601
Raleigh, NC 27609
919.877.7523 [Direct]
919.325.3018[Fax]
[e-mail]
December 11, 2017
DEQ DEMLR Representative,
I handle most stormwater related issues for Waste Industries LLC and have been assisting with
this transfer. Attached are the following:
+ Permit Name/Ownership Change Form
• Written Consent of the Sole Manager of Waste Industries, LLC (approved signature list)
• Asset Purchase Agreement with Bill of Sale
If you require anything further to process transfer please bring it to my attention through contact
information above. I am also available at 919-201-3033 24 hours a day.
Sincerely,
.John Pfleger
ENS Manager
OR go z01r
DENR-LAND QUALITY
STORMWATER PERMITTING

Energy, Mineral
and Land Resources
Frsvrtzo: MENTat. GUALlTv
Ms. Natalie Owens
1700 West Pointe Drive
Charlotte, NC 28214
Dear Ms.Owens:
ROY COOPER
MICHAEL S. REGAN
ye"rrrary
WIL.,t.,IAM 1 . croi ) VINSON. JR,
R � f'1 F �11� � l:irercrr
January 10, 2018 �
JAN 10 2018
D'lt+): SECTION
NFOItMAT!ON PROCESSING UNIT
Subject: Rescission of NPDES Stormwater Permit
Certificate of Coverage Number NCG080821
Mecklenburg County
The Division of Energy, Mineral and Land Resources received your request to rescind your
coverage under Certificate of Coverage Number NCG080821. In accordance with your request,
Certificate of Coverage Number NCGO90921 is rescinded effective immediately.
Operating a treatment facility, discharging wastewater or discharging specific types of
stormwater to waters of the State without valid coverage under an NPDES permit is against
federal and state laws and could result in fines. If something changes and your facility would
again require stormwater or wastewater discharge permit coverage, you should notify this office
immediately. We will be happy to assist you in assuring the proper permit coverage.
If the facility is in the process of being sold, you will be performing a public service if you would
inform the new or prospective owners of their potential need for NPDES permit coverage.
If you have questions about this matter, please contact us at 919-707-9200, or the Stormwater
staff in our Mooresville Regional Office at 704-663-1699.
Sincerely,
for William E. (Toby) Vinson, Jr., PE, CPESC,
CPM
Interim Director
Division of Energy, Mineral and Land Resources
cc: Mooresville Regional Office
tormwater Permitting Program
State of North Carolina I Environmental Quality I Energy, Mineral and Land Resources
1612 Mail Service Center 1 512 North Salisbury Street I Raleigh, NC 27699.1612
919 707 9200 T

Division of Energy, Mineral & Land Resources
*- Land Quality Section/Stormwater Permitting Fragrant
4A
NCDENRNational Pollutant Discharge Elimination System
Nc C W " D[ TMC w
I mW*a MEW MD NR - R[9G111crz
RESCISSION REQUEST FORM
FOR AGENCY USE ONLY
Data Received
Year
Month Da
Please fill out and return this form if you no longer need to maintain your NPDES stormwater perrm'L OCT, �5
2) Enter the permit number to which this request applies: DENR-1_AtZ QUALITY
Individual Permit (or) Certificate of Cover R pERMITTINC
N °C rG 4 0 8 0 8 2 1
2) Owner/Facility Information: • Final correspondence will be mailed to the address noted below Owner/Facility Name FedEx Ground Home Delivery RECEIVED
Facility Contact Natalie Owens neT 2 5 2017
Street Address 1700 West Pointe Drive
City Charlotte State NC ZIP Cade DE _ L''
County Mecklenburg E-mail Address enviror h" a' ex.co n JG
Telephone No. 412-859-2384 Fax:
3) Reason for rescission request (This is required information. Attach separate sheet if necessary):
® Facility closed or is closing ong;2622017. All industrial activities have ceased such that no discharges of
stormwater are contaminated by exposure to industrial activities or materials.
❑ Facility sold to .'I on If the facility will continue operations under the new owner it
may be more appropriate to request an ownership change to reissue to permit to the new owner.
❑ Other:
4) Certification:
0 I, as an authorized representative, hereby request rescission of coverage under the NPDES Stormwater Permit for the ,11�
subject facility. I am familiar with the information contained In this request and to the best of my knowledge and bell A
' sJ
such information is true, cam lete a urate.
Signature Date
Anthony Spalvien Assistant Secretary
Print or type name of person signing above Title IN,
Please return this Completed rescission request form to: NPDES Permit Coverage Rescission
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
1612 Mail Service Center, Raleigh, North Carolina 27699-1612 r�!
Phone: [phone] FAX: [phone] U
An Equal Opportunity 1 Affirmative Action Employer

1. .
CERTIFIED MAIL
October 16, 2017
NPDES Permit Coverage Rescission
Stormwater Permitting Program
1612 Mail Service Center
Raleigh, North Carolina 27699-1612
Re: FedEx Ground — Home Delivery 1 QCHL(3281)
1700 West Pointe Drive
Charlotte, NC 28214
NCG080821
To Whom It May Concern,
RECEtUED
CC 'Z 5 20 l i
DENR-L01"D QUALITY
GTORMWATER PERMITTING
Please find enclosed the following Rescission Request Form for the above referenced
facility. FedEx Ground is no longer the operator at this facility and we are requesting
termination of the Industrial Stormwater Permit associated with this facility. If you have any
further questions, please contact Natalie Owens, Environmental Compliance Specialist at
[e-mail], 412-859-2384.
Thank you.
Sincerely,
Matthew Stewart
Environmental Compliance Administrator
FedEx Ground
Enclosures

ENCO Laboratories
Accurate. Timely. Responsive. Innovative.
102-A Woodwinds Industrial Court
Cary NC, 27511
Phone: [phone] FAX: [phone]
Saturday, December 17, 2016
Republic Services of NC (RE014)
Attn: Ray Hoffman
1220 Commerce St. SW Box 1
Conover, NC 28613
RE: Laboratory Results for
Project Number: 073-6602, Project Name/Desc: GDS-New Bern
ENCO Workorder(s): CZ07891
Dear Ray Hoffman,
Enclosed is a copy of your laboratory report for test samples received by our laboratory on
Wednesday, December 7, 2016.
Unless otherwise noted in an attached project narrative, all samples were received in
acceptable condition and processed in accordance with the referenced methods/procedures.
Results for these procedures apply only to the samples as submitted.
The analytical results contained in this report are in compliance with NELAC standards, except
as noted in the project narrative. This report shall not be reproduced except in full, without
the written approval of the Laboratory.
This report contains only those analyses performed by Environmental Conservation
Laboratories. Unless otherwise noted, all analyses were performed at ENCO Cary. Data from
outside organizations will be reported under separate cover.
RECEIVED
b is C 2 1 Z416
CENTRAL. FILES
DWR SECTION
If you have any questions or require further information, please do not hesitate to contact me.
Sincerely,
Ila
Stephanie Franz
Project Manager
Enclosure(s)
FWAL This report relates only to the sample as received by the laboratory, and may only be reproduced in roll. Page 1 of 8

www.encolabs.com
SAMPLE SUMMARYILABORATORY CHRONICLE
Client ID: Outfall #1 Lab ID: CZ07891.01 Sampled: 12/06/16 09:00 Received: 12/07/16 10:00
Parameter Hold Date/Time(s) Prep Date/Time(s) Analysis Date/TimaUl
EPA 1664A O1/03/17 12/13/16 17:20 12/14/16 15:19
Feld 12/06/16 09:14 12/06/16 09:00 12/06/16 09:00
SM 2540D-1997 12/13/16 12/12/16 09:D0 12/12/16 09:DD
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced In Full. Page 2 Of

--
wll s
www.encolabs.com
SAMPLE DETECTION SUMMARY
Client ID: Outfall #1 Lab ID: CZ07891-01
90Hlyte Hssull Flag HRL ML 9131ta9 Not
pH 7.17 0 0 pH Units Field
Total Suspended Solids 12 5.0 5.0 mg/L SM 254OD-1997
FINAL This report relates only to the sample as recelved by the laboratory, and may only be reproduced In full. I Page 3 Of

www.encolabs.com
ANALYTICAL RESULTS
Description: Outfall # 1 Lab Sample ID:CZ07891-01 Received: 12/07/16 10:00
Matrix: Surface Water Sampled:12/06/16 09:00 Work Order: CZ07891
Project: GAS -New Bern Sampled By: Johnnie Becton
Chemistry Parameters
^-ENCOQuycer AWanMta[AC 5911
Analvte ICAS Numberl Resin EM Mau PE = EQL BAtrh M21111 Analyzed $y Notea
Total Suspended Solids& 12 mg/L 2 5.0 5.0 6L12003 SM 25400-1997 12/12/16 09:00 MMR
Field Parameters
Analyte ICAS Numberl Results flag ma" PE 1'li QL RQL Batch both Analyzed ft NoteS
pH 7.17 pH Units 1 0 0 6LOS014 Field 12/06/16 09:00 CLI
Classical Chemistry Parameters
Oil & Grease (HEM-SGT) Non -Polar Material
Results an VA& PE MU M Batch Method Analyzed ft No.tes
2.70 U mg/L 1 2.70 5.00 61-13004 EPA 1664A 12/14/16 15:19 SMA
FINAL
Thfs report relates only to the sample as received by the laboratory, and may only be reproduced in full. I Page 4 Of a

www.eneciabs.com
QUALITY CONTROL DATA
Classical Chemistry Parameters - Quality Control
Batch 6L12003 - NO PREP
Blank (61.12003-BLK1) Prepared & Analyzed: 12/12/2016 09:00
Spike Source %REC RPD
Anaivte Result Flaq POL Units Level Result %REC Limits RPO Llmlt Notes
Total Suspended Solids 2.5 U 2.5 mg/L
LCS (61.12003-BSI) Prepared & Analyzed: 12/12/2016 09:00
Spike Source %REC
RPD
-ABRI B
Rewft i19
P-4L
Una
Level Result %REC Liplj6
RPD
) LMA KQtes
Total Suspended Solids
92
2.5
mg/L
100 92 80.120
Duplicate (GL12003.OUP1)
Prepared Br Analyzed; 12/12/2016 09:00
Source: CZ07895-01
Spike Source %REC
RPD
Analvte
Result Flan
POL
Units
Level Result %REC Um,
RPD
Limit Nola
Total Suspended Solids
59
17
mg/L
61
2
20
Duplicate (6L12003-DUP2)
Prepared & Analyzed: 12/12/2016 09:00
Source: CZ07895-02
Spike Source %REC
RPD
Analvta
Result Flea
POL
Units
Level ResUl %REC Llmitg
RPD
limit Notes
Total Suspended Solids
87
25
m9/1,
93
7
20
Classlcal Chemistry Parameters - Quality Control
Batch 6L13004 - EPA 16"B
Blank (61.33004-11ILKI) Prepared; 12/13/2016 11:11 Analyzed: 12/14/2016 15:19
Spike Source %REC RPD
Analvte Result Flaa POL Units Level Result %REC Limits RPD UM NQ=
011 & Grease (HEM-SGT) Non -Polar Material 2.70 U 5.00 mg/L
LCS (GL13004-BSI) Prepared: 12/13/2016 11:11 Analyzed: 12/14/2016 15:19
Spike Source %REC RPD
-Analyte Result H60 POL Units Leval l %REC ymi RPD Ljpllj flotes
Oil & Grease (HEM-SGT) Non -Polar Material 68.7 5.00 mg/L 74.6 92 64-132
LCS Dup (61.13004-BS01) Prepared: 12/13/2016 11:ll Analyzed: 12/14/2016 15:19
Spike
Source
%REC
RPO
Analvte
Result Flaq
POL
Units
Laval
Result %REC
Llmlts RPD
limit Notes
Oil & Grease (HEM-SGT) Non -Polar Material
82.3
5.00
mg/L
76.9
107
64-132 18
34
Matrix Spike (6L13004-MS1.)
Prepared: 12/13/2016 11:11 Analyzed: 12/14/2016 15:19
Source: SZD5480-01
Spike
Source
%REC
RPD
Analvte
Result Flao
POL
Units
Level
Result %REC
Ll!}71t6 RPD
uimit Notes
Oil & Grease (HEM-SGT) Non -Polar Material
67.3
5.00
mg/L
76.9
5,19 81
64-132
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced In full I Page S Of 8

www.encolabs.com
FLAGS/NOTES AND DEFINITIONS
B The analyte was detected in the associated method blank.
D The sample was analyzed at dilution.
J The reported value is between the laboratory method detection limit (MDL) and the laboratory method
reporting limit (MRL), adjusted for actual sample preparation data and moisture content, where applicable.
U The analyte was analyzed for but not detected to the level shown, adjusted for actual sample preparation
data and moisture content, where applicable.
E The concentration indicated for this analyte is an estimated value above the calibration range of the
instrument. This value is considered an estimate.
MRL Method Reporting Limit. The MRL is roughly equivalent to the practical quantitation limit (PQL) and is
based on the low point of the calibration curve, when applicable, sample preparation factor, dilution
factor, and, in the case of soil samples, moisture content.
N The analysis indicates the presence of an analyte for which there is presumptive evidence (85% or greater
confidence) to make a "tentative identification".
Greater than 25% concentration difference was observed between the primary and secondary GC column.
The lower concentration is reported.
FINAL Thfs report relates only to the sample as received by the laboratory, and may only be reproduced In full. I Page 6 of 8

ENVIRONMENTAL CONSERVATION LABORATORIES CHAIN -OF -CUSTODY RECORD www.encolabs.com
(SAM,�� 1077i Central Port Dr, 4810 Exemdpm Park Court. Suite 111 102,A Woodninds Irlduslnal Cf.
drlando. Ft. 32824 JactcarvlCe. FL 32216.6069 Cary. NC 27511
(W)626.531e Fax[phone] (9D4)296-9007 Fax(9D4)296,fi21C f9191467-3090 Fex(919)467-3515 Page of
Gent Name
ReP,iblic Seviroc of Nf: RFf]i4j
Project Number
023--6B02
Requested
Artatyses
Requested Turnaround
Times
NplB ' RUsh requests ltJbjeCt to
acceptance try the facility
_ Standard
_ Expedited
Due
F—
0
w
<
;p
�'
C']
od
=
6
2
Q
Q
u)
I--
I
�
Address
1220 Confer e_St-_ W I3Ox 1
&Y'Slrlra
CProver NG 28613
Ptarcl Nae 113es:
G-Dw Bern
Po 4 ! Ruing Info
2015: BPW16132
TO Fax
828) 464-2414
Rep-.Wv Corded
Ray Hoffman
Samplor(si Name. Aft IL-tion (Prwt)
Bdkm Cornea
Ray Hoffman
San1p r(')Siylydhr�
is&-Locate-.,T' eZone t '�.
seeva
f C. -
CahWorloorder--- ,�
�'+
=„=czof,$ �.
Pre,erwatian
ISve
Codesi(C"rbTeas
n000ssary)
Item.;
Sample 11) €=i1el{rd ldanlhfira!I )
calectixl Bale
Con^Gur
T;me
Comp 1 Grab
Matrix
{sae ccoas)
Tatal M of
Containers
1
Sample�yComments
, `
SW-
-.7-1l.Y—
i
r
4-- Total # of Containers
9ampi K r wad By
Date fFw*
Refrxpl5hed By
D6t&Trna
B
Dal -Firie
I) -
Can Spodal Reportrrng Requrunwrnts
lii: ! �' ��✓�/y^ j�l
CD rn -' l ��Q • � r
r ~
o
Re - By
calarrirla
r'jpae�rq$y
Dauk"Firrne
visf+ed By t
Da/1rJT[ -irrne
fiecen-ed By
Datelrime
Coder Ws& mob un Receipts
- p I 3•& C
Corldfion Upon Receipt
Acceptable Unatxeptable
CID
trix : GW-0tnuxxiwatnr 90-Scnil DW-Nnking Water SE-Sedinanl SW-SurkWe Water WW-Wastewater A -Air 0-other (detail in cCnxnonts) Preservation: Hoo H•HCI WKNO3 S-H2SO4 N0•Na0H O-Other (detail in comfn rtB
Note: All samDles %VkOed to CNCO LabS are in accordance with the terms lino conditions listed on the rotorsa of this form. unless prior written apreelnoms exist

rAd
.Sample Preservation Verification
'ENCO Cary NV M
Work Order: CZ07891 Project: GDS-New Bern
Client: Republic Services of NC (RE014) Project #: 073-6602
Logged In: 07-Dec-16 16:13 Logged By: Andrew S Coons
CZ07891-01
Cant
T J
.7
nt
rps "I?
P,
"dju
en:Us's ornmen s
A
26()rnLA+H2SO4
<2
XUN I NA
Y k�N NA
8
260mLA+H2SO4
<2
7Z7/ NA
'Y CN) NA
Reagent Name ID
1 1
2 1
Reaqent Name ID
3
4
Reagent Name ID
5
6F-
I Page 8 of 8

�$CA Laboratories
Accurate. Timely. Responsive. Innovative.
102-A Woodwinds Industrial Court
Cary NC, 27511 lr I� ✓� — I
Phone: [phone] FAX: [phone]
Thursday, December 17, 2015
Republic Services of NC (RE014)
Attn: Ray Hoffman
1220 Commerce St. SW Box 1
Conover, NC 28613
RE: Laboratory Results for
Project Number: 073-6602, Project Name/Desc: GDS-New Bern
ENCO Workorder(s): C506717
Dear Ray Hoffman,
Enclosed is a copy of your laboratory report for test samples received by our laboratory on
Tuesday, December 8, 2015.
Unless otherwise noted in an attached project narrative, all samples were received in
acceptable condition and processed in accordance with the referenced methods/procedures.
Results for these procedures apply only to the samples as submitted.
The analytical results contained in this report are in compliance with NELAC standards, except
as noted in the project narrative. This report shall not be reproduced except in full, without
the written approval of the Laboratory.
This report contains only those analyses performed by Environmental Conservation
Laboratories. Unless otherwise noted, all analyses were performed at ENCO Cary. Data from
outside organizations will be reported under separate cover.
If you have any questions or require further information, please do not hesitate to contact me.
Sincerely,
Stephanie Franz
Project Manager
Enclosure(s)
FINAL TNs report relates only to the sample as received by the laboratory, and may only be reproduced in full. I Page 1 of 7

CS w�l
www.encolabs.com
SAMPLE SUMMARY/LABORATORY CHRONICLE
CllentID: OutfallI lab ID: C506717-OL Sampled: 12/07/15 05:40 Received: 12/08/15 10:10
Parameter Hold Date/Tlmefs] PreR Datell3mail] Analysis 6elTimefs]
EPA 1664A 01/04/16 12/1.5/15 17:55 12/17/15 13:02
Field 12/07/15 05:54 12/07/15 05:40 12/07/15 05:40
SM 25400-1997 12/14/15 12/09/15 1150 12/09/15 13:50
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced In full. I Page 2 4f 7

CS NIS
99
www.encola bs.aom
SAMPLE DETECTION SUMMARY
Clleot ID: Outfall 1 lab ID: C606717-01
Analytic $eswlpi Elaa MDl 12L vWU mew ILQIe9
pH 7.35 0 0 pH Units Field
Total Suspended Solids 120 25 25 mg/L SM 254OD-1997
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced in full. IPage 3 Of 7

www.encolabs.com
ANALYTICAL RESULTS
Description: outFall 1 Lab Sample ID:C506717-01 Received: 12/08/15 10:10
Matrix: Surface water Sampled:12/07/15 05:40 Work Order: C506717
Project: GD5-New Bern Sampled By:3ohnnie Becton
(Classical Chemistry Parameters ' r
Analgte [CAS Numberl Resin Elm gniJy DE ►" E91 Bate& Metitod Analyz Al lY=
Total Suspended Solids^ 120 mg/L 10 25 25 5LO9030 SM 25400.1997 12/09/15 13:50 MMR
Field Parameters
Analyte [CA5 Numberl Roults an Unb DP ma EQL Batch Meth Analyzed BY figin
pH 7.35 pH Units 1 0 0 5LO9011 field 12/07/15 05:40 CLi
Classical Chemistry Parameters
Analyte rCAS Numbed
Oil $ Grease {HEM-SGT) Non -Polar Material
Resul Ptah tlnit:f BE un 1% Bats& tlEi&od Analft Note
3.03 u mg/L 1.12 3.03 5.61 51-15012 EPA 1664A 12/17/15 13:02 SMA
FINAL
This report relates only to the sample as received by the laboratory, and may only be reproduced In full. I Page 4 Of

r
CS
W - 0; Q-)
www.encolabs.com
QUALITY CONTROL DATA
Classical Chemistry Parameters - Quality Control
Batch SL08030 - NO PREP
Blank (5L09030-BLI(1) Prepared & Analyzed, 12/09/2015 13:50
Spike Source %REC RPD
Anal lds Result ELM Pal Units Level Result %REC Limb RPD Limit Notes
Total Suspended Solids 2.5 U 2.5 mg/L
LCS (SLO9030-B51) Prepared & Analyzed: 12/09/2015 13:50
Spike Source %REC
RPD
Analvte Result Elan
e41
Units
Level Result %REC Lim[ts
RPD
Limit Notes
Total Suspended Solids 96
2.5
mg/L
100 96 80-120
Duplicate (5LO9030-OUPI)
Prepared & Analyzed: 12/09/2015 13:50
Source: C515627-01
Spike Source %REC
RPO
AnaiYte Result Han
M
tlnb
Level Result %REC Limlyl
RPD
Limit Notes
Total Suspended Solids 470
250
mg/L
450
4
20
Duplicate (5LO9030-DUP2)
Prepared & Analyzed: 12/09/2015 13:50
Source: C515050-01
Spike Source %REC
RPD
Anal lflC Result Elm
M
units
Level Result %REC ijnllttr
RPD
Limit Notes_
Total Suspended Solids 5200
1200
mg/L
5100
3
20
Classical Chemistry Parameters -Quality Control
Batch SLIS012 - EPA 1664A
Blank (5L15012-BLI(l)
Prepared: 12/15/2015 17:55 Analyzed: 12/1712015 13:02
Spike Source %REC
RPD
Anal lft@
Result
Elan
N&
Uffits
Level Result %REC LLMftl RPD
Limit Notes
Oil & Grease (HEM-Sa) Nan -Polar Material
2.70
U
5.00
mg1L
LCS (5L15012-BSi)
Prepared: 12/15/2015 17:55 Analyzed: 12/1712015 13:02
Spike Source %REC
RPD
AnalYtl:
Result
Ela4
PAL
Un&
Level gusult %REC Lima RPD
Limit Notes.
Oil & Grease (HEM-SGT) Non -Polar Material
82.1
5.00
mg1L
85.5 96 64.132
LCS Dup (SL15012-BSDl)
Prepared: 12/15/2015 17:55 Analyzed: 12/17/2015 13:02
Spike Source %REC
RPD
ADalyt
Rao&
Elan
M
u b
Level Res It %REC Ljmjja RPD
Limit flotes
Oil & Grease (HEM-SGT) Non -Polar Material
65.3
5.00
mg/L
84.7 77 64132 23
34
Matrix Spike (51.15012-MSl)
Prepared: 12/15/2015 17:55 Analyzed: 12J17/2015 13:02
Source: B505234-01
Spike Source %REC
RPD
Anal ltte
Result
Elan
PD1
Denies
Level Result %REC Unit RPD
Unlit Notes
Oil & Grease (HEM-SGT) Non -Polar Material
61.5
5.00
mg/L
74.1 6.77 74 64-132
FINAL This report relates only to the sample as recelved by the laboratory, and may only be reproduced in full. Page 5 Of 7

www.encolabs.com
FLAGS/NOTES AND DEFINITIONS
B The analyte was detected in the associated method blank.
D The sample was analyzed at dilution.
] The reported value is between the laboratory method detection limit (MDL) and the laboratory method
i
,reporting limit (MRL), adjusted for actual sample preparation data and moisture content, where applicable.
U The analyte was analyzed for but not detected to the level shown, adjusted for actual sample preparation
data and moisture content, where applicable.
E The concentration indicated for this analyte is an estimated value above the calibration range of the
instrument. This value is considered an estimate.
MRL Method Reporting Limit. The MRL is roughly equivalent to the practical quantitation limit (PQL) and is
based on the low point of the calibration curve, when applicable, sample preparation factor, dilution
factor, and, in the case of soil samples, moisture content.
N The analysis indicates the presence of an analyte for which there is presumptive evidence (85% or greater
confidence) to make a "tentative identification".
P Greater than 25% concentration difference was observed between the primary and secondary GC column.
The lower concentration is reported.
FINAL TbiS report relates only to the sample as received by the laboratory, and may only be reproduced in full. I Page 6 of�

., r.,...,,..o„r.,,.-... Vv.fVvr.,f ~.• V/ %Pf2/ 1%01 VIURII.-Vf'-.,YJIVYI nc..L.fnY www.encoiaos.corn
10776 Central Port or. 4810 Executive Perk Court, 9ufte 111 102-A Woodwinds lndusMai Ct:
EMM'IGOrlando, FL 32624 .tacksom ille.' FL 322t 6.8069 Cary, NC 27511
(4M 526-5314 Fax [phone] (404) 2963007 Fax (9U4) 2%-6210 (919) 4673090 Fax [phone] Page of
abant Name
Project Number .
Requested
Analye4m
Requested Turnaro 6
Times r`
tv
Now : Rush remme0s stale M
> ey the tec3d L
_ Standard
— Expedited
Due
(59
Q
U'
fl
to
q�r
Q
U
�co
4dttress -
1221) (`ornme t
PMWCt NaffMOM
City/sTLp
er. C 28613
PO r! 8r7f V Into
2015m BPW16132
Tad
828 464-2414
Reporting Concoct
Ray Hoffman
samptar(5} Name: Atf• Prixu)+r _
jelwae. FS
BtCa19 Carina -
Ray Hoffman-
5ignaarte
e Location lTl M Z01ty $4 "D - N*r t
L
Lab Workorder
C506717
P, MMEU*n
(see
Ccdo)
(Comb:,e
as nary)
Item r
Gerr" ID (Flmd IoenmMhpn)
Coltocsiorr Date
Cong0jan
nt
Cam! amb
Matrix
(see cadasl
ToW * at
Containers
sample Comments
Ito
�i
c Total q of Containers
Sample fat Premed By Data?me
Rehrocwtshed By
Oaterrinm
AR
Receved L Date,Ti - me
I Wjj:L i L
Coo—w-dSpectal RepadM ReplrxmrleNs
Rol By
oaterrime
_..
Re, nataf me
•�
l
Iirlqui5hed By
DatwTxne
Received By l Datefrure
ar is a T!ISW on
Receip/t'�
Cpodition Upon Receipt
V n ftri `
�v/Acceptabfe Unacceptable
Matrix: GW-Groundwater 30-SON DW-Dnnlang Wafer 5F_-5ediment Sri -Surface Water WW-Wavewater A -Air !}Other (derail in comnlentsl Presamtion: f-lee H-HG4 N-HNO3 S-H25O4 NONaOH O-Otfier (detail m Corr r tst
Note; AS santaes submMad to ENCO Labs are in accordance wsth me terms and corldraorrs k$W on the raverse of tins form. unLass prior wntten agreerrergs exist

hc- S- 0 F-0 5T q
' l ENCO Laboratories
Accurate. Timely. Responsfre. Innovative.
4810 Executive Park Court, Suite III
Jacksonville FL, 32216-6069
Phone: [phone] FAX: [phone]
Monday, June 15, 2015
Republic Services of NC (RE014)
Attn: Matt Einsmann
1220 Commerce St. SW Box 1
Conover, NC 28613
RE: Laboratory Results for
Project Number: [none], Project Name/Desc: GDS-New Bern
ENCO Workorder(s): B40258S
Dear Matt Einsmann,
Enclosed is a copy of your laboratory report for test samples received by our laboratory on
Thursday, June 4, 2015.
Unless otherwise noted in an attached project narrative, all samples were received in
acceptable condition and processed in accordance with the referenced methods/procedures.
Results for these procedures apply only to the samples as submitted.
The analytical results contained in this report are in compliance with NELAC standards, except
as noted in the project narrative. This report shall not be reproduced except in full, without
the written approval of the Laboratory.
This report contains only those analyses performed by Environmental Conservation
Laboratories. Unless otherwise noted, all analyses were performed at ENCO Jacksonville.
Data from outside organizations will be reported under separate cover.
If you have any questions or require further information, please do not hesitate to contact me.
Sincerely,
Chris Tompkins
Project Manager
Enclosure(s)
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced in full. Page f of 7

� a
www.encolabs.com
SAMPLE SUMMARY/LABORATORY CHRONICLE
Client ID: Outrall 1 Lab ID: 840258"1 Sampled: 06/03/15 12:45 Remlved: 06/04/15 10:00
Parameter Hold Date/Time(s) Analysis Datelilme(sl
EPA 1664A 07/01/15 06/09/15 15:00 D6/10/15 15:45
SM 2540D-1997 06/10/15 06/04/15 17:29 06/09/15 11:33
FINAL. This report relates only to the sample as reoelved by the laboratory, and may only be reproau[eA In Tull. Page 2 of 7

� a
www.encolabs.com
SAMPLE DETECTION SUMMARY
Client ID: Outfall i Lab ID: 8401585-01
Anal Restllta Ew MQl PQL U11" MsdhDd notes
Total Suspended Solids 59.2 2.50 2.50 mg/l SM 254OD-1997
FINAL Thls repot relates only to the sample as received by the laboratory, and may only he repraluced In full. Page 3 of 7

www.encolabs.com
ANALYTICAL RESULTS
Description: Outfall i Lab Sample to: B402585-01 Received: 06/04/15 10:00
Matrix: Surface Water Sampled:06/03/15 12:45 Work Order: B402585
Project: GDS-New Bern Sampled By: Matt Einsmanng
Classical Chemistry Parameters F
^ - FA'C0-A *sonW* cevtifiW anaW INC 4421
A01111U rCAS Number l Results 11192 umm of MQL PQL no" Method AuaLlasd BY N
Oil & Grease (HEM) [C-0007] 2.40 U mg/L 1 2.40 5.00 5FO9010 EPA 1664A 06/10/15 15:45 SMA
Total Suspended Solids' 59.2 mg/L 1 2.50 2,50 5FO4014 SM 254OD-1997 06/09/15 11:33 sma
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced in full. Page 4 of 7

www.ancolahs.com
QUALITY CONTROL DATA
Classical Chemistry Parameters - Quality Control
Batch 5F04014 - NO PREP
Blank (SF04014-BLKi)
Prepared: 06/04/2015 17:29 Analyzed: 06/09/2015 11:33
i
Spike Source %REC
RPD
Anal Yt0
Re"
Flag
LQL
knife[
Level Result %REC Lim)RPD
Limit Notes
Total Suspended Solids
2.50
U
2.50
mg/L
LCS (5F04014-BSI)
Prepared: 06/04/2015 17:29 Analyzed: 06/09/2015 11:33
Spike Source %REC
RPD
Anal ]dn
Resu@
flag
ML
Unite
Level Resul %REC LlmiRPD
Limit Notes
Total Suspended Solids
104
2.50
mg/L
10D 104 80-120
Duplicate (5F04014-DDP1)
Prepared: 06/04/2015 17:29 Analyzed: 06/09/2015 11:33
Source: B402585-01
Spike Source %REC
RPD
Anal Yte
Result
Elm
p4L
iiab
Level Result %REC Llmlta RPD
Limit Notes_
Total Suspended Solids
59.2
2.50
mg/L
59.2 0
5
Bauch 5FM010 - EPA 1664A
Blank (SF09010-BLKi)
Prepared: 06/09/2015 15:00 Analyzed: D6/10/2015 15:45
Spike Source %REC
RPD
Anal Ylbl
Result
Flag
R"
Units
Level ResyR %REC Limits RPD
unit tlpgi
Oil & Grease (HEM)
2.71
Ll
5.64
mg/L
LCS (5FO9010-BSI)
Prepared: 06/09/2015 15:00 Analyzed: 06/10/2015 15:45
Spike Source %REC
RPD
Anal xk
Result
EIa9
EM
Units
Level Result %REC Limlt>i RPD
Liimlt Noun.
Oil & Grease (HEM)
36.2
5.00
mg/L
43.0 84 78-114
LCS Dup (SF09010-BSDI)
Prepared: 06/09/2015 15:00 Analyzed: 06/10/2015 15:45
Spike Source %REC
RPD
Anal Yte
Result
Ehm
M
Units
Level Result %REC LlmlRPD
Limit Hates
Oil & Grease (HEM)
38.1
5.D0
mg/L
43.0 89 78-114 5
18
Matrix Spike (SF09010-MS3)
Prepared: 06/09/2015 15:00 Analyzed: 06/10/2015 15:45
Source: $502389-04
Spike Source %REC
RPD
Anal vts
RONK
Flag
M
Uhm
Level Result %REC l nib RPD
Limit Notes
Oil & Grease (HEM)
55.1
5.00
mg/L
43.5 22.6 75 78-114
QM-07
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced In full. Pape 5 of 7

www.encolabs.com
FLAGS/NOTES AND DEFINITIONS
B The analyte was detected in the associated method blank.
D The sample was analyzed at dilution.
] The reported value is between the laboratory method detection limit (MDL) and the laboratory method
reporting limit (MRL), adjusted for actual sample preparation data and moisture content, where applicable.
U The analyte was analyzed for but not detected to the level shown, adjusted for actual sample preparation
data and moisture content, where applicable.
E The concentration indicated for this analyte is an estimated value above the calibration range of the
instrument. This value is considered an estimate.
MRL Method Reporting Limit. The MRL is roughly equivalent to the practical quantitation limit (PQL) and is
based on the low point of the calibration curve, when applicable, sample preparation factor, dilution
factor, and, in the case of soil samples, moisture content.
N The analysis indicates the presence of an analyte for which there is presumptive evidence (85% or greater
confidence) to make a "tentative identification".
P Greater than 25% concentration difference was observed between the primary and secondary GC column.
The lower concentration is reported,
QM-07 The spike recovery was outside acceptance limits for the MS and/or MSD. The batch was
accepted based on acceptable LIES recovery.
FINAL This report relates only to the sample as received by the laboratory, and may only be reproduced 0 full. Page 6 of 7

,r ENVIRONMENTAL CONSERVATION LABORATORIES CHAIN -OF -CUSTODY RECORD www.encolabs.corn
7'!Ma 1077;i Ggmral Flom Dr 48111 r,fu•.:Jhw r'.'0 U..-:, ;inhf` 111 IWA Lti t.xhxndv bmisr..Wal 1 A
_ (kIRI in, 11. 3711;4 .1ar>•:.xw1u.:. 1`1 :s; 2ti AW-169 Ca,y. NC 27511 -
'�.._. _ .. {4Sn� dzti-tiara F;,x tour] Issu cya5 I�!aE rr.::lul>•r I':I< it10d1 2'J-U G2I o {9191 a67 -4090 rn„ �g 1 J1 •Ilir :+:. r'., -
_. Page
Omni NamC I Prr.licr N,ulrt,r.
Requealed
A—lyses
Requested 'TI[rnarounil
Reppjb€ie Services of NC (RE014) _-- _
_
Tinges
/kkltes5 Ph.;A.YI id:mr:i)eoc
Nolr.: Hi+sh mrllms:a euRir?el to
1220 Commerce St. SW Box 1 GDS-New Bern
� � ._r.
C'Iy:ST,Zp i PO x r Itirin:l Ink,
�
Conover, NC 23613 4b �•�
p
W Standard
Tag �nw >k'�re:1y Cr„dnd
[phone] _ �, r (ii:<,•� �:
f
i i
Expedited
_
S..mpl_ti�) Narlte, Aifi, r::. (Pnrul 13emg
Rw
A.r
W.
1
[due _ f�
fi/, s frt.4„� —. _ Av v < .S c r
i
5amp ;s! rn,rc „Iv E,.:raliGl3 % :,ne Lone
o _
i
PresCrvallonlv,;ntlr.,sllCnre{kll•:.Ir�li..,.�:snryl
y
LrJb tiq�Olkerder
/�
B—TD2585
limn: a
sernaie In (NACI Idem,r, ati n I
C APC-'rm nlnr-
llrne
C,rn❑ 1 Gr,l
ism czdesl
., Is
3
X
X
i
S;tmpla Commenls
-3
Outfall 1
6 3
S11H
i
�—TAI.'li a nl {.u11{Plincr5
S-amAeKit PrurmirdBy Date. -row
I"f liarled .y
n,nr+rl„pry
I?,rinl,v.1II;
CglY11e11151 !f.Y:11({a!:virlirrQ lit'gn1r411n[EI�
''god BY ^--
{Ii,Irtrl N
415
[low%jul-j"I By - -T
illtlrrll In lt, —
nnr nib.fr111r -�
Ei,1„:!1 AI x•
i.,xlnr a:a
,rnidulrr tJl- f<I rrrwE
Acceptatiie Unacceptable
Iabix: GW-Groundmilar SO-S(A aWUnnkniq MI& Ws{Cr WW-Y1:r::rrnal..1 A-A1r O-W.Ee tAllnd,r) .I*-t nltri tl i,ni is !:+1::1{'-l�I No-NIi{30{ p-=gRyr l_delail in uvrnrlvilw
Note: All xa�p6m suhmilted In 1?NCO UtV. ;jry iu :u:urdunm wall 11.! 1.arrc,:w,1 �...-.,lr &itn,t �,,, ru„ n�w,ra.• ,�r mr. t,nn. 1u lk.•:U IE, I, �. w 11u rtgln Lm . r++nW

W,4rF . O-1 Michael F. Easley, Governor
`OHO �QQG William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
�? Alan W. Klimek, P.E, Director
Coleen H. Sullins, Deputy Director
Division of Water Quality
April 12, 2007
M. Lynn Richardson
Republic Services of NC LLC
625 Airport Rd
New Bern NC 28562
SUBJECT: February 21, 2007 Compliance Evaluation Inspection
Republic Services of NC LLC
Republic Services of NC, LECIGDS-New Bern
Permit No: NCG080589
Craven County
Dear Mr. Richardson:
Enclosed please find a copy of the Compliance Evaluation Inspection form from the inspection conducted
on February 21 2007. The Compliance Evaluation Inspection was conducted by Jeffery A. Manning of the
Washington Regional Office. The facility was found to be in Compliance with permit NCG080589.
Please refer to the enclosed inspection report for additional observations and comments. If you or your staff
have any questions, please call me at 252-948-3966.
Sincerely,
Jeffery A. Manning
Environmental Specialist
Attachment
cc:, Central Files
Washington Files
AMA
943 Washington Square Mall Washington, NC 27889 [phone] Customer Service 1 800 623-7748

Compliance Inspection Report
Permit: NCGO80589 Effective: 09/01/02 Expiration: 08/31/07 Owner: Republic Services of NC LLC
SOC: Effective: Expiration: Facility: Republic Services of NC, LLCIGDS-New Bern
County: Craven 705 Airport Rd
Region: Washington
New Bern NC 28562
Contact Person: Mark D Myers Phone: [phone]
Directions to Facility:
Primary ORC: Certification: Phone:
Secondary ORC(s):
On -Site Representative(s):
Related Permits:
Inspection Date: 02121/2007 Entry Time: 01:00 PM Exit Time: 03:30 PM
Primary Inspector: Jeff A Manning Phone: [phone]
Secondary Inspector(s):
Reason for Inspection: Routine Inspection Type: Compliance Evaluation
Permit Inspection Type: Transportation wNehicle Maintenance/Petroleum Bulk/Oil
Water Separator Stormwater Discharge COC
Facility Status: ■ Compliant ❑ Not Compliant
Question Areas:
Storm Water
(See attachment summary)
Page: 1

Permit: NCG080589 Owner - Facility: Republic Services of NC t_I-C
Inspection Date: 02/21/2007 Inspection Type: Compliance Evaluation Reason for Visit: Routine
Inspection Summary:
The site was in pretty good condition. The BMP's were in place and being implemented. The facility has recently changed
ownership.
The facility is reminded that analytical monitoring must be done annually during a rainfall event. The qualitative monitoring
should be done twice a year, once in the spring (April -June) and once in the fall (September -November). The first
qualitative monitoring must coincide with the initial analytical monitoring event regardless of season.
Page: 2

Permit: NCG080589 owner - Facility: Republic Services of NC LLC
Inspection Date: 02/21/2007 Inspection Type: Compliance Evaluation
Reason for VIsIt: Routine
Stormwater Pollution Prevention Plan
Yes
No
NA
NE
Does the site have a Stormwater Pollution Prevention Plan?
■
❑
❑
❑
# Does the Plan include a General Location (USGS) map?
■
❑
❑
❑
# Does the Plan include a "Narrative Description of Practices"?
■
Cl
❑
❑
# Does the Plan include a detailed site map including outfall locations and drainage areas?
■
❑
❑
❑
# Does the Plan include a list of significant spills occurring during the past 3 years?
■
❑
❑
❑
# Has the facility evaluated feasible alternatives to current practices?
■
❑
❑
❑
# Does the facility provide all necessary secondary containment?
■
❑
❑
❑
# Does the Plan include a BMP summary?
■
❑
❑
❑
# Does the Plan include a Spill Prevention and Response Plan (SPRP)?
■
❑
❑
❑
# Does the Plan include a Preventative Maintenance and Good Housekeeping Plan?
■
❑
❑
❑
# Does the facility provide and document Employee Training?
■
❑
❑
❑
# Does the Plan include a list of Responsible Party(s)?
■
❑
❑
Cl
# Is the Plan reviewed and updated annually?
■
❑
❑
❑
# Does the Plan include a Stormwater Facility Inspection Program?
■
❑
❑
❑
Has the Stormwater Pollution Prevention Plan been implemented?
■
❑
❑
❑
Comment:
Qualitative Monitoring
Yes
No
NA
NE
Has the facility conducted its Qualitative Monitoring semi-annually?
■
❑
❑
❑
Comment:
Analytical Monitoring
Yes
No
NA
NE
Has the facility conducted its Analytical monitoring?
■
❑
❑
❑.
# Has the facility conducted its Analytical monitoring from Vehicle Maintenance areas?
■
❑
❑
❑
Comment:
Permit and Outfalls
Yes
No
NA
NE
# Is a copy of the Permit and the Certificate of Coverage available at the site?
■
❑
Cl
❑
# Were all outfalls observed during the inspection?
■
❑
❑
❑
# If the facility has representative outfall status, is it properly documented by the Division?
■
❑
❑
Cl
# Has the facility evaluated all illicit (non stormwater) discharges?
■
❑
❑
❑
Comment:
Page: 3

o�oF wArFq pG
VJ �
Mr. Morris Lynn Richardson
Republic Services of NC, LLC
705 Airport Road
New Bern, NC 28560
Dear Mr. Richardson:
Michael F. Easley, Governor
William G. Ross Jr„ Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, P.E. Director
. Division of Water Quality
February 2, 2007 RECEIVED
FEB 0 5 7..007
®WO— WARO
Subject: NPDES General Permit NCGO80000
Certificate of Coverage NCG080589
Republic Services of NC, LLC
Formerly Waste Management of
New Bern
Craven County
Division personnel have reviewed and approved your request to transfer coverage under the General Permit,
received on January 10, 2007.
Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the General
Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under the requirements of .
North Carolina General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S.
Environmental Protection Agency.
If you have any questions, please contact the Stormwater Permitting Unit at [phone], extension 502.
Sincer�y iNAL:^
iGN1-1z) Illy
KEN PICKLE
Alan W. Klimek P. E.
cc: DWQ Central Files
Washington Regional Office, Water Quality Section
Stormwatcr Permitting Unit
NOf CaraJ ina
�tul'R!t•!f
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Internet: h2o.enr.state.mus 512 N. Salisbury St. Raleigh, NC 27604 FAX [phone]
An Equal OpportunitylAHirmalive Action Employer— 50% Recycled110% Post Consumer Paper

R
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
GENERAL PERMIT NO. NCG080000
CERTIFICATE OF COVERAGE No. NCG080589
STORMWATER DISCHARGES
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,
REPUBLIC SERVICES OF NC, LLC
is hereby authorized to discharge stormwater from a facility located at
REPUBLIC SERVICES OF NC, LLC
705 AIRPORT ROAD
NEW BERN
CRAVEN COUNTY
to receiving waters designated as Scotts Creek in the Neuse River Basin in accordance with the effluent limitations,
monitoring requirements, and other conditions set forth in Parts I, I1, 111, IV, V, and VI of General Permit No.
NCGO80000 as attached.
This certificate of coverage shall become effective February 2, 2007.
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day February 2, 2007. ry
KEN PICKLE
Alan W. Klimek, Director
Division of Water Quality
By Authority of the Environmental Management Commission

Facility Location Map
USGS Topographic Map
7.5 Minute Series
Facility: )t\MGrL.-is ;7MS
Latitude: 3 5 L <1,14 ' 2,A"
Longitude: -77c a I ' 5-8

OrC 1N A r�9
Michael F. Easley, Governor
William G. Ross Jr., Secretary
r
North Carolina Department of Environment and Natural Resources
p
Alan W. Klimek, P.E. Director
Division of Water Quality
May 24, 2006
Mr. Mark Myers
Waste Management — New Bern
625 Airport Road
New Bern, NC 28562
Subject: Stormwater General Permit NCG080000
Operations and Maintenance Reminder
Waste Management — New Bern
COC Number NCG080589
Craven County
Dear Permittee:
Our records indicate that you have been issued a Stormwater General Permit and a Certificate
of Coverage for your facility. These permits have specific conditions that must be met in order for you
to be in compliance with your permit. It is your responsibility, as the permit holder, to read and
comply with the conditions contained in the permit.
It is our responsibility, as the issuing authority, to make sure that the operation and
maintenance of your facility complies with the conditions contained in your permit. To assist you in
complying with these conditions, we are attaching a Technical Bulletin specific to your permit
requirements. We are currently in the process of developing our inspection schedule. Therefore, you
should have all of your records up to date as we may be contacting you in the near future to set up
an inspection of your facility.
If you have any questions, please do not hesitate to contact Samir Dumpor, Pat Durrett or
myself at [phone] .
Sincerely
AI odge, Supervisor
Surface Water Protection Unit
Encl.
CC: WaRO files
North Carolina Division of Water Quality Internet, h2o,enr.state.nc.us
943 Washington Square Mall Phone: [phone] *atW
Washington, NC 27889 FAX [phone] hCarolinaAn Equal OpportunitylAffirmativeAction Employer — 50% Recycled110% Post Consumer Paper uP

o�oF w a rF9Q6
b-
U. al -i
MARK MYERS
WASTE MANAGEMENT - NEW BERN
625 AIRPORT RD
NEW BERN, NC 28562
Dear Permittee:
Michael F. Easley, Governor
Will lam G. Ross Jr., Secretary
North Carolina Department of Envlronment and Natural Resources
Alan W. Kllmek, P.E., Dlrector
Divlslo IMMI'VED
August 23, 2002 AUG 2 9 2002
Subject: NPDES Stormwater Permit Renewal
Waste Management - New Bern
COC Number NCGO80589
Craven County
DWQ-WARO
In response to your renewal application for continued coverage under general permit NCG080000, the Division of
Water Quality (DWQ) is forwarding herewith the reissued stormwater general permit. This permit is reissued
pursuant to the requirements of North Carolina General Statute 143-215.1 and the Memorandum of Agreement
between the state of North Carolina and the U.S. Environmental Protection Agency, dated December 6, 1983.
The following information is included with your permit package:
A new Certificate of Coverage
A copy of General Stormwater Permit NCGO80000
A copy of a Technical Bulletin for the general permit
Your coverage under this general permit is not transferable except after notice to DWQ. The Division may require
modification or revocation and reissuance of the Certificate of Coverage. This permit does not affect the legal
requirements to obtain other permits which may be required by DENR or relieve the permittee from responsibility
for compliance with any other applicable federal, state, or local law, rule, standard, ordinance, order, judgment, or
decree.
If you have any questions regarding this permit package please contact Delonda Alexander of the Central Office
Stormwater and General Permits Unit at [phone], ext. 584
Sincerely,
Bradley Bennett, Supervisor
Stormwater and General Permits Unit
cc: Central Files
Stormwater & General Permits Unit Files
Washington Regional Office
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone]
®NAA
NCDENR
Customer Service
1-800-623-7748

Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
December 27, 2001
MARK MYERS
AMEl21CAN REFUSI SYS-NEW 13ERN
625 AIRPOlZrr RD
NEW BERN, NC 28562
Gregory J. Thorpe, Ph.D.
Acting Director
H ECE IVMf Water Quality
FEQ ' 2 7 2002
DWQ-WAR4
Subject: NPDES Stormwater Permit Renewal
AMERICAN REFUSE SYS-NEW i3ERN
COC Number NCGO80589
Craven County
Dour Pernliltce:
Yonr facility is currently covered for stonnwater discharge under General Permit NCG090000. This hermit expires
oil August 31, 2002. The Division staff is currently in the process ol'rcwriting this pernlii and is scheduled to have
the permil reissued by late summer ot'2002. Once dro permit is reissued, your facility would he eligible for
Continued coverage under the reissued permit.
In order to assure your continued coverage under the general permit, you must apply to the Division of Water
Quafily (DWQ) for renewal of your permit coverage. To make this renewal process easier, we are informing you -in
advance that your permit will he expiring. Enclosed you will find a General Permit Coverage Renewal
Application Form. The application nnrsl he completed and returned by March 4, 2002 in order to assure continued
coverage under the general permit.
Failure to request renewal within this time period may result in a civil assessment of al least $250.00. Larger
penalties may be assessed depending on the delinquency of the request. Discharge of slormwater from your facility
Without coverage under a valid stornrwale• NPDES permit would constitute a violation ol'NCGS 143-215.1 and
could result in assessments ol'civil petalties of up to $10,000 per day.
Please note that recert federal legislation has extended the "no exposure exclusion" to all operators of indust•i,d
facilities in any of the l I categories of "storm water discharges associated with industrial activity," (except
construction activities). ll'you feel your facility can certify it condition of "no exposure", i.e. the facilly industrial
tnalerials and operations arc not exposed to stormwater, you can apply for the no exposure exclusion. For additional
informalinn contact the Central Office Slormwater Slafh Inernber listed below or check the Stornlwaler & General
Permits Unit Web Site at 11ttp://h2o.cnr.stafe.ne.us/su/siormwater.litml
If the subject stormwater discharge to waters of the state has been terminated, please complete the enclosed
Rescission Request Form, Mailing instructions are listed on the hottonl of the form. You will be notified when the
rescission process has been completed.
If you have any questions regarding the perrnit renewal procedures please contact Robert Tankard of the
Washington Regional Off ice at 252-946-6481 or Dclonda Alexander cif the Central Office Stormwater Unit at (919)
733-5083, ext. 584
Sincerely,
Bradley Bennett, Supervisor
Storrnwaler and C;encral'Pe•mits Unit
cc: Central Files
Washington Ra iorlal Office
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 [phone]
NI NA
NCDENR
Customer Service
1-800-623-7748

State of North Carolina
Department of Environment
and Natural Resources
Division of Water Quality
James B. Hunt, Jr., Governor
Bill Holman, Secretary
Kerr T. Stevens, Director
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
'1`11V
A00mm" MOM
NCDENR
NORTH CAROLINA DEPARTMENT OF
ENVIRONMENT AND NATURAL REsoURCES
12/21 /99
NICHOLAS G BIERCHEN
AMERICAN REFUSE SYS. -NEW BERN
PO BOX 3455
NEW BERN NC 28564
SUBJECT: NOTICE OF VIOLATION AND REVOCATION FOR NON PAYMENT
PERMIT NUMBER NCGO80589
AMERICAN REFUSE SYS. -NEW BERN
CRAVEN COUNTY
Dear Permittee:
DEC 2 8 1999
WASHINGTON REGIONAL OFFICE
DWO -
Payment of the required annual administering and compliance monitoring fee of $80.00 for this year has not
been received for the subject permit. This fee is required by Title 15 North Carolina Administrative Code 2H.0105, under
the authority of North Carolina General Statutes 143-215.3(a)(1), (1 a) and (1b). Because this fee was not fully paid within
30 days after being billed, this letter initiates action to revoke the subject permit, pursuant to 15 ncac 2H.0105(b) (2) (k)
(4), and G.S. 143-215.1 (b) (3).
Effective 60 days from receipt of this notice, subject permit is hereby revoked unless the required Annual
Administering and Compliance Monitoring Fee is received within that time. Discharges without a permit are subject to the
enforcement authority of the Division of Water Quality. Your payment should be sent to:
N.C. Department of Environment and Natural Resources
Division of Water Quality
Budget Office
1617 Mail Service Center
Raleigh, NC 27699-1617
If you are dissatisfied with this decision, you have the right to request an administrative hearing within Thirty (30)
days following recipt of this notice, identifying the specific issues to be contended. 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, Post Office Drawer 27447, Raleigh, North Carolina, 27611-7447. Unless such request for hearing is made or
payments received, revocation shall be final and binding. If you have any questions, please contact:
Mr. Jim Mulligan, Washington Water Quality Regional Supervisor, [phone].
Sincere ,
Kerr T. Stevens
cc: Supevisor, Water Quality Permits and Engineering Unit
Washington Regional Office
County Health Department
P.O. Box 29535, Raleigh, North Carolina 27626-0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled / 10% post -consumer paper

W
State of North Carolina
Department of Environment,
Health and Natural Resources
Division of Water Quality
James B. Hunt, Jr., Governor
Wayne McDevitt, Secretary
A. Preston Howard, Jr., P.E., Director
Mr. Nicholas G. Bierchen
American Refuse Sys. -New Bern
Post Office Box 3455
New Bern, North Carolina 28564
Dear Mr. Bierchen
4••
C HNC
WASH Nrvm
G701v �
November 7, 1997 J4N 2 2 1998
r
b gM
1;
Subject: General Permit No. NCG080589
American Refuse Sys. -New Bern
COC NCGO080589
Craven County
In accordance with your application for discharge permit received on January 24, 1997, we are
forwarding herewith the subject certificate of coverage to discharge under the subject state - NPDES general
permit. This permit is issued pursuant to the requirements of North Carolina General Statute .143-215 .1 and the
Memorandum of Agreement between North Carolina and the US Environmental Protection agency dated
December 6, 1983.
If any parts, measurement frequencies or sampling requirements contained in this permit are
unacceptable to you, you have the right to request an individual permit by submitting an individual permit
application. Unless such demand is made, this certificate of coverage shall be final and binding.
Please take notice that this certificate of coverage is not transferable except after notice to the Division
of Water Quality. The Division of Water Quality may require modification or revocation and reissuance of the
certificate of coverage.
This permit does not affect the legal requirements to obtain other permits which may be required by the
Division of Water Quality or permits required by the Division of Land Resources, Coastal Area Management
Act or any other Federal or Local governmental permit that may be required.
If you have any questions concerning this permit, please contact Darren England at telephone number 919/733 -
5083 ext. 545,
Sincerelyy,
ORIGINAL SIGNED BY
13RADLEY SENNETT
A. Preston Howard, Jr., P. E.
cc: Washington Regional Office
P,O. Box 29535, Raleigh, North Carolina 27626-0535 Telephone [phone] FAX [phone]
An Equal Opportunity Affirmative Action Employer 50% recycled/ 10% post -consumer paper

STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
UENERAL PERMIT NO, NCG080000
CERTIFICATE OF COVERAGE No. NCGO80589
STORMWATER DISCHARGES
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-2I5.1, other lawful standards and
regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the
Federal Water Pollution Control Act, as amended,
American Refuse Systems - Waste Management of Eastern North Carolina
is hereby authorized to discharge stormwater from a facility located at
American Refuse Systems - New Bern
625 Airport Road
New Bem
Craven County
to receiving waters designated as Scotts Creek in the Neuse River Basin
in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II, III
and IV of General Permit No. NCG080000 as attached.
This certificate of coverage shall become effective November 7, 1997,
This Certificate of Coverage shall remain in effect for the duration of the General Permit.
Signed this day November 7, 1997.
ORIGINAL SIGNED BY
BRADLEY SENPJFTT
A. Preston Howard, Jr., P.E., Director
Division of Water Quality
By Authority of the Environmental Management Commission

Facility Location Map
USGS Topographic Map
7.5 Minute Series
Facility: AH Gz, S-1 s - ►Jjj-.:
Latitude: 3.3 - q y ' 2,4. "
Longitude: -7 7 - (Z i ' Se- "