NCGNE0066_COMPLETE FILE - HISTORICAL_20120316

STORMWATER DIVISION CODING SHEET
RESCISSIONS
PERMIT NO.
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DOC TYPE .
0 COMPLETE FILE -HISTORICAL
DATE OF
RESCISSION
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NCDENR
Storm water and General Permits Unit
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
Subject: General Storm water Permit Date: 03/16/12
To whom it may concern;
Please find attached Rock -Tenn Conover Folding's Notice of Intent application for a
general storm water permit.
Currently, we are under a No exposure exclusion #NCGN0066. T) g t "t, fc
„112U,1 q G� OSO �_O Z
Should you have questions regarding this application please contact Mitch Foreman at
828-465-9334 or at mforeman(@,,rocktenn.com.
Thank you,
urt Wartner,
General Manager Rock -Tenn Converting Company p�
Conover Plant
Cc: Mitch Foreman
Ai; R��UkClT1'
Fare M &4,%
Pith'" STO'quwgTrR6Fsuvt
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Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Alan W. Klimek, 1'. E. Director
Division of Water Quality
Coleen H. Sullins, Deputy Director
Division of Water Quality
August 5, 2005
Mr. Wayne Noyes, Plant Manger
Rock -Tenn Packaging and Paperboard, LLC
PO Box 669
Conover, NC 28613
Subject: Ownership Change
No Exposure Certification NCGNE066
Rock -Tenn Company -Conover Folding
Formerly: Gulf States Paper Corporation
214 Conover Blvd. E
Catawba County
Dear Mr. Noyes:
The Division has reviewed your submittal of the permit name/ownership change form for your No -Exposure
Certification, which we received on July 14, 2005. Division personnel have reviewed and approved your
request to transfer coverage under your Certificate of No -Exposure.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires in five years (June 30, 2010). At that time you must re -certify with
the Division, or obtain NPDES permit coverage for any stormwater discharges from your facility.
Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Sarah Young at [phone], ext.
502, or at [e-mail].
cc: Mooresville Regional Office
Stormwater Permitting Unit Files
Sincerely,
$4 -17 Al
oe�
for Alan W. Klimek, P.E.
Central Files — w/attachments
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
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Customer Service
1-977-623-6749

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ROCK-TENN COMPANY
Via Certified Mail
June 30, 2005
Wetlands and Stormwater Branch
Attn: Sarah Young
Division of Water Quality
1617 Mail Service Center
Raleigh, NC 27699-1617
RE: Gulf States Paper Corporation, Conover, INC
Stormwater Permit Number NCGNE0066
Dear Ms. Young:
LId ---
JUL I 4 2005
F DENR - yt'FiTE Gt1
Jb r(�c rg �!arlirLt tn,ALiTM
E3ranch
Rock -Tenn Packaging and Paperboard, LLC acquired the Gulf States Paper Corporation
facility located at 214 Conover Blvd SW in Conover, NA 28613 on June 6, 2005. The
facility has been operating under Stormwater Permit Number NCGNE0066. Enclosed is
the Permit Name Change and Permit Ownership Change Norm to have this permit
transferred.
If you have any questions please feel free to contact me at 678-291-7319.
Sincerely,
aict- a
Carla A. Bachunas
Environmental & Safety Compliance Coordinator
cc: Mr. Wayne Noyes
Mr. Johnny Hipps
P.O. BOX 4098 • NORCROSS, GA 30091 • tel: [phone]

FORM AA (continued, page 2 of 2)
ADMINISTRATIVE APPLICATION
REVISED 8131/03 Application for Air Permit to Construct/Operate
AA
SECTION AA1 - APPLICATION FOR NON -TITLE V PERMIT RENEWALt
(Company Name) hereby formally requests renewal of Air Permit No. I
There have been no modifications to the originally permitted facility or the operations therein that would require an air permit since the last permit was issued.
Is your facility subject to 40 CFR Part 68 'Prevention of Accidental Releases% Section 112 ( r) of the Clean Air Act? ❑ Yes ❑ No
If yes, have you already submitted a Risk Management Plan (RMP) to EPA? ❑ Yes ❑ No Date Submitted
Did you attach a current emissions inventory? ❑ Yes ❑ No If no, was it submitted via AERO or by mail (date mailed).
SECTION AA2 - APPLICATION FOR TITLE V PERMIT RENEWAL
In accordance with the provisions of Title 15A 2Q .0513 the responsible official of I I (Company Name)
hereby formally requests renewal of Air Permit No. (Air Permit No.) and further certifies that:
(1) the current air quality permit identifies and describes all emissions units at the above subject facility, except where such units are exempted under the
North Carolina Title V regulations at 15A NCAC 20 .0500,
(2) the current air quality permit cites all applicable requirements and provides the method or methods for determining compliance with the applicable
requirements,
(3) the facility is currently in compliance, and shall continue to comply, with all applicable requirements. (Note: As provided under 15A NCAC 2Q. 0512
compliance with the conditions of the permit shall be deemed compliance with the applicable requirements specifically identified in the permit.),
(4) for applicable requirements that become effective during the term of the renewed permit that the facility shall comply on a timely basis,
(5) the facility shall fulfill applicable enhanced monitoring requirements and submit a compliance certification as required by 40 CFR Part 64.
The responsible official (signature on page 1) certifies under the penalty of law that all information and statements provided above, based on
information and belief formed after reasonable inquiry, are true, accurate, and complete.
SECTION AA3 - APPLICATION FOR NAME CHANGE
New Facility Name:
Former Facility Name:
An official facility name change is requested as described above for the air quality permit mentioned on page 1 of this form. Complete the other
sections if there has been modifications to the originally permitted facility that would require an air quality permit since the last permit was issued
and if there has been an ownership change associated with this name change.
SECTION AA4 - APPLICATION FOR AN OWNERSHIP CHANGE
By this application we hereby request transfer of Air Quality Permit No. 05061R13 = from the former owner to the new owner as describe
below. The transfer of permit responsibility, coverage and liability shall be effective June 6, 2005 (immediately or insert date). The legal
ownership of the facility described on page 1 of this form has been or will be transferred on June 6, 2005 (date). There have been no
modifications to the originally permitted facility that would require an air quality permit since the last permit was issued.
Signature of New (Buyer) Responsible Official/Authorized Contact (as typed on page 1):
X Signature (BI )' NOTE: It shall be the responsibility of the new owner to submit an annual compliance certification pursuant
to the terms and conditions of the air permit for the entire calendar year regardless of who owned the facility
�- ` during the year. The new owner should obtain compliance information from the former owner prior to the
Date: Y tran sfor of ownership.
New Facility Name: Rock -Tenn Packaging and Paperboard, LLC
Former Facility Name: Gulf States Paper Corporation
Signature of Former (Seller) Responsible OffciaVAuthorized Contact:
Name (typed or print): (—/✓f j, A l �.p,S�
Title: VR�
/A f Al
X Signature (Blue Ink):
Date:
Former Legal�C7orporate/Owner Name:
In lieu of the sellers signature on this form, a letter may be submitted with the seller's signature Indicating the ownership change.
SECTION AA5 - APPLICATION FOR AN ADMINISTRATIVE AMENDMENT
Describe the requested administrative amendment here (attach additional documents as necessary):
Attach Additional Sheets As Necessary Page 2 of 2

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
SURFACE WATER PROTECTION SECTION
PERMIT NAME CHANGE AND PERMIT OWNERSFIiP CHANGE FORM
You are requesting a change to which permit?
Permit Number: N/CI jIAIf_IQ 1(0l (0l(p-1 or Certificate of Coverage Number: N/C/G/ ll 1_1 _I l
II. Please provide the following information describing the permit status before this requested change:
1. The permit was issued to (company name): Uk-c S}� eS a eq- [,chi
2. The person legally responsible for the permit is:
+ -ill
(-title)
3. The permit holder's mailing address: � Q • I A up f City: ? 1 v e.K
State: N C. Zip code: _ _ in_I 25 Phone: (92-jj) 112ZCJ
4. The permit is for a discharge from (facility name): 'CL Cor c(+
5. Facility location address: 9W conoyly F)VO• SE City: cono\r.r
State: N c- Zip code: f�A & t
Facility contact person: Phone: ( ��J - �{%
III. Please provide the following information describing your requested change to the permit.
1. This request for a change in the permit is a result of:
)j A change in the ownership of the facility
A name change for the facility or owner
Other (please explain):
2. The revised permit will be issued to (company name): ?QC - _FeA 1 n POC kLMi n q (L(7() RZ E'vbmaY , �L e
The per�on legally responsible for the revised permit is: Ulu n k y)lj e
Title: (And' iYIGL.I'aorr
The permit holder's mailing dress is: F10. 56A wp q City: r-'o l6kY a -
State: ��% Zip code: Fi p �� Phone: 7�) q(OJ - r! 1-ZQ
E-mail address: Wr)oq ^ ' ) Y'(ry^ ftffq -, c4ro
`^
3. The revised pemutis for a discharge from (facility name): '.�-.� � Hanover kllnn
Facility contact: CS Title: f r' 1J
Facility location address: 50 14 r city: �1�(1 �►�
State: iJG _ Zip code:
/. (P 13 Phon 16* } LjQ 5-- q 2-2-0E-mail address: U� n OU V-) r(1 ! ror_ `�n n , bal
SWU-239-080102

PERMIT NAME CHANGE AND PERMIT OWNERSHIP CHANGE FORM
Permit contact information (if different from the person legally responsible for the permit)
Permit contact: Title. -
Mai [ing address:
State: Zip code:
E-mail address:
City:
Phone:( )
5. Will the permitted facility continue to conduct the same industrial activities conducted before the ownership or name
than e7
es
No - please explain.
YOUR APPLICATION WILL BE RETURNED UNPROCESSED IF ANY OF THE REQUIRED ITEMS ARE
INCOMPLETE OR MISSING. THE REQUIRED ITEMS ARE:
1. This completed application is required for both a name change request and an ownership change request.
2. Legal documentation of the transfer of ownership (such as relevant pages of a contract, a deed, or a bill of sale) is
required for an ownership change request. Articles of incorporation are not sufficient for an ownership change.
The certifications below must be completed and signed by both the permit holder prior to the change and the new applicant in the
case of an ownership change request. For a name change request, the signed Applicant's Certification is sufficient.
Permittee's Certification priortothe requested change:
fchA 25�e t� %*',S� , attest that this application for a nauwJownership change
has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application package will be
returned as in�cjornplete. r
Signature: `�^C. (fdr��_ Date: d
Applicant's Certification:
I,_(r U kkn !� , attest that this application for a name/ownership change
has been dvicwd and is aoc6rate and complete to the best of my knowledge. I understand that if all required parts of this
application are not completed and that if all required supporting information is not included, this application package will be
returned as incomplete. T
Signature: Date:
PLEASE SEND THE COMPLETED APPLICATION PACKAGE TO:
Wetlands and Stormwater Branch
Attn: Sarah Young
Division of Water Quality
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
SWU-239.090102

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April 20, 2005
Wayne A Noyes
Gulf States Paper Corp
214 Conover Blvd
Conover, NC 28613
Michael P. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Namral Resources
Alan W. Klimek, P. E. Director
Division or Water Quality
Coleen 11. Sullins, Deputy Director
Division of Water Quality
Subject: No Exposure Certification NCGNE0066
Gulf States Paper Corporation - 214 Conover Blvd
Catawba County
Dear Permittee:
The Division has reviewed your submittal of the No -Exposure Certification for Exclusion from NPDES
Stormwater Permitting form, which we received on August 31, 2004. We apologize for the extended period it
has taken us to get back to you on this request and we appreciate your patience as we have worked through
this process. Based on your submittal and signed certification of no exposure at the above referenced facility
the Division is granting your certification as provided for under 40 CFR 126.22(g) which is incorporated by
reference in North Carolina regulations. In addition, your coverage under general permit NCG050061 is also
hereby rescinded. This rescission is based upon your certification of no exposure conditions at this facility.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires in five years (April 30, 2010). At that time you must re -certify with
the Division, or obtain NPDES permit coverage for any stormwater discharges from your facility. -
Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Jonathan Diggs at [phone] ext.
537, or at [e-mail].
cc: Mooresville Regional Office
Sincerely,
for Alan W. Klimek, P.E.
Central Files — w/attachments
Stormwater Permitting Unit Files Fran McPherson - DWQ Budget
N. C. Division of Water Quality 1617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
VAN
NCDE;NR
Customer Service
1-877-623-6748

ASSET PURCHASE AGREEMENT
THIS ASSET. PURCHASE AGREEMENT (this "Agreement"), dated as of April 27,
2005, by and between ROCK-TENN COMPANY, a Georgia corporation ("Buyer Parent"),
ROCK-TENN PACKAGING AND PAPERBOARD, LLC, a Georgia limited liability company
and a wholly -owned indirect subsidiary of Buyer Parent (`Buyer," and together with Buyer
Parent, the "Buyer Parties"), and GULF STATES PAPER CORPORATION, a Delaware
corporation ("Seller Parent"), GSPC ENTERPRISES, INC., a Delaware corporation, and a
wholly -owned subsidiary of Seller Parent ("Seller Sub I"), GULF STATES -TEXAS, L.L.C., a
Delaware limited liability company, whose member interests are wholly owned by Seller Sub I
("Seller Sub II"), GULF STATES -TEXAS, L.P., a Delaware limited partnership, whose partners
are Seller Sub I and Seller Sub II ("Seller Sub III") (Seller Parent, Seller Sub I, Seller Sub II and
Seller Sub III are collectively, and individually where the context so requires or permits, referred
to as "Seller").
WITNESSETH:
WHEREAS, Seller is engaged, among other things, in the production and sale of
paperboard and packaging; and
WHEREAS, Seiler wishes to sell its Pulp and Paperboard Division, Paperboard
Packaging Division, Resolution Packaging operations and Livingston Box operations
(collectively, the "Business") and its joint venture interest (the "Seller JV Interest") in GSD
Packaging, L.L.C., a Delaware limited liability company ("Seller JV"), including, without
limitation, all of the assets used or held for use in connection with the Business as described
herein and Buyer desires to purchase the Business and the Seller JV Interest, all subject to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I.
PURCHASE AND SALE
Section I.I. Agreement to Purchase and Sell. Subject to the terms and conditions of
this Agreement, at the Closing (as hereinafter defined) and except for the Excluded Assets (as
hereinafter defined), Seller shall grant, sell, assign, transfer and deliver to Buyer, and Buyer will
purchase and acquire from Seller, all right, title and interest of Seller in and to (a) the Business,
(b) the Seller JV Interest and (c) all of the assets, properties and rights of Seller, of every kind
and description, real, personal and mixed, tangible and intangible, wherever situated and used or
held for use in connection with the Business (which Business, Seller JV Interest, assets,
properties and rights are hereinafter more particularly defined collectively as the "Assets"), free
and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and
encumbrances of any nature whatsoever, except Permitted Encumbrances (as hereinafter
defined) and Assumed Liabilities (as hereinafter defined).

(f
Section 1.2. Included Assets. Except as otherwise expressly set forth in Section 1.3
hereof, the Assets shall include, without limitation, the following assets, properties and rights of
Seller as of the Closing Date (as hereinafter defined):
(a) all accounts receivable, notes receivable and related instruments,
prepaid expenses, deposits, sureties, advances, and credits of the Business;
(b) all inventories, including finished products, work -in -process, raw
materials, spare parts, replacement parts, component parts, stores and supplies, office supplies
and other inventory items of the Business including, without limitation, such inventory
(i) located on the Seller Real Property (as hereinafter defined), and (ii) located in the warehouse
facility owned by Seller in Maplesville, Alabama (the "Maplesville Facility") (collectively, the
"inventory");
(c) all apparatus, machinery, equipment, business machines,
computers, vehicles, furniture, fixtures, tools, dies, molds, parts, rolling stock, and other tangible
personal property of the Business (together with the Inventory, collectively, the "Tangible
Personal Property");
(d) unless not assigned pursuant to Section 2.7(b), all right, title and
interest of Seller in (i) the Material Contracts (as hereinafter defined) of Seiler identified on
Schedule 1.2(d) and (ii) all contracts (other than Material Contracts, whether written or oral) of
the Business in the ordinary course, including, without limitation, all purchase orders, and
contracts with customers and suppliers (collectively, the "Assumed Contracts");
(e) -all real property identified as "Fee Parcels" on Schedule 1.2(e) (the
"Fee Parcels") and Seller Sub I's leasehold estate in the real property located in Demopolis,
Alabama and identified as "Leasehold Parcels" on Schedule 1.2(e) (the "IDB Leasehold Parcel")
pursuant to the applicable leases described on Schedule 1.2(e) (the "IDB Leases") and the other
"Leasehold Parcels" described on Schedule 1.2(e) (together with the IDB Leasehold Parcel, the
"Leasehold Parcels"), including, without limitation, all easements and other rights appurtenant to
the Fee Parcels and the Leasehold Parcels, and including, without limitation, all buildings,
structures, fixtures and improvements located on the Fee Parcels and the Leasehold Parcels, but
expressly excluding the "Excluded Mill Property" as defined in Section 5.20 (collectively, the
Fee Parcels, the Leasehold Parcels and such improvements (but excluding the Excluded Mill
Property), the "Seller Real Property");
(f) all goodwill, customer lists, patents, copyrights, software, technical
documentation, inventories, know-how, designs, shop and royalty rights, trade secrets,
trademarks, servicemarks, website addresses, brand names and UPC codes, and trade names (and
all registrations and rights thereto and applications therefor, including all rights under contracts
granting any right, title, license or privilege under the intellectual property rights of any third
party), of the Business, including, without limitation, those set forth on Schedule 1.2 ;
(g) except as provided in Section 1.3(d), all rights to causes of action,
lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller
2

'i Schedule 11(c)
Included Assets - Seller Real Property
(For more complete legal description, see Schedule 3.5(a))
Fee Parcels
1. Demopolis Plant Site, comprised of (i) a tract of approximately 243 acres and (ii) the
IDB Tract (hereinafter defined), excluding the title to the IDB Tract held by the ID
Bond (hereinafter defined) and leased to Seiler pursuant to the IDB Lease, 28270 US
Highway 80 West, Demopolis, AL 36732-9701 (less and except to the Excluded Mill
Property),
2. Conover Plant, 214 Conover Blvd. SE, 302 Conover Blvd, S.E., Conover, NC 28613-
1925:
3. Claremont Plant, 2690 Kelly Blvd., Claremont, NC 28610
4. Joplin Plant, 4200 East 32"d Street, Joplin, MO 64804-4416
Nicholasville Plant, 200 Stephens Drive, Nicholasville, KY 40356-1071
6. Waco Plant, 401 Precision Drive, Waco, TX 76710-6970
7. Livingston Box, 210 North Industrial Park, Livingston, AL 35470
8. Marion Plant, 19 Burgin Street, 21 Burgin Street, 33 Burgin Street, Marion, NC
28752.
9. McDowell Plant, 468 Carolina Avenue, Marion, NC 28752
10. Hazleton Plant, 33 North Powell Drive, Hazleton, PA 18201
11. Columbus PIant, 3961 Cusseta Road, Columbus, GA 31902
Leasehold Parcels - IDB Lease, approximately 1018 acres, US Highway 80 West,
Demopolis, AL 36732-9701 (the "IDB Tract") Less and except the Excluded Mill Property.
See Schedule 3.5(a).
IDB Lease Agreement, by and between Gulf States Paper Corporation and Industrial
Development Board of the City of Demopolis (the "ID Board"), dated May 1, 1990,
as supplemented and amended by a Supplemental and Amendatory Lease, dated
December 1, 1993, and a Second Supplemental and Amendatory Lease, dated
September 1, 1995, and as assigned to and assumed by GSPC Enterprises, Inc. by an
Assignment and Assumption Agreement, dated December 29, 2002.
2. IDB Lease Agreement, by and between Gulf States Paper Corporation and ID Board
of the City of Demopolis, dated December 1, 1991, and as assigned to and assumed
W

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NORTH CAROLINA
Department of The Secretary of State
CERTIFICATE OF AUTHORITY
I, ELAINE F. MARSHALL, Secretary of State of the State of North Carolina, do
hereby certify that
ROCK-TENN PACKAGING AND PAPERBOARD, LLC
having filed on this date an application conforming to the requirements of the General Statutes
of North Carolina, a copy of which is hereto attached, is hereby granted authority to transact
business in the State of North Carolina.
[7
IN WITNESS WHEREOF, I have hereunto
set my hand and affixed my official seal at the
City of Raleigh, this 27th day of May, 2005
Secretary of State
0 Document Id: C20051470029
1

0
SOSID: u7a4749
Date Filed: 5/27/2005 4:11:00 PM
Elaine F. Marshall
North Carolina Secretary of State
C200514700291
State of North Carolina
Department of the Secretary of State
APPLICATION FOR CERTIFICATE OF AUTHORITY
FOR LIMITED LIABILITY COMPANY
Pursuant to §57C-7-04 of the General Statutes ofNorth Carolina, the undersigned limited liability company hereby appliesfor a
Certificate of Authority to transact business in the State of North Carolina, and for that purpose submits the following:
1. The name of the limited liability company is Rock -Tenn Packaging and Paperboard. LLC ,
and if the &rdtcd liability company name is unavailable for use in the State of North Carolina, the name the limited
liability company wishes to use is
2. The state or country under whose laws the limited liability company was formed is: Georgia
3. The date of formation was April 26, 2005 _ ; its period of duration is: Perpetual
4. Principal office information: (Select either a or b)
a. 0 The limited liability company has a principal office.
The street address and county of the principal office of the limited liability company is:
Number and Street 504 Thrasher Street
City, State, Zip Code Norcross, Georgia 30071 County Gwinnett
• The mailing address, ifdifferent from the street address, of the principal office of the corporation is:
•
b. ❑ The limited liability company does not have a principal office,
5. The street address and county of the registered office in the State of North Carolina is:
Number and Street 120 Penmarc Drive, Suite 118
City, State, Zip Code Raleigh, NC 27603 _ ^ County Wake
6. The mailing address, if different from the street address, of the registered office in the State of North Carolina is:
7. The name of the registered agent in the State of North Carolina is: National Registered Agents, Inc.
B. The names, titles, and usual business addresses of the current managers of the limited liability company are:
(use attachment if necessary)
Name
Business Address
Rock -Tenn Converting Company (sole member) 504 Thrasher Street, Norcross, Georgia 30071
(RevisedJanuory 2002) (Form L-09)

• CORPORATIONS DIVISION P. 0. BOX 29622 RAL©GH, NC 27626-0622
APPLICATION FOR CERTIFICATE OF A UTHORITY
Page 2
9. Attached is a certificate of existence (or document of similar mport), duly authenticated by the secretary of state or other official
having custody of limited liability company records in the state or country of formation. The Certificate of Ezlstence must he less
than sit months old, pholoconY of the certification cannot be accepted.
10. If the limited liability company is required to use a fictitious name in order to transact business in this State, a copy of the resolution
of its managers adopting the fictitious name is attached.
11. This application will be effective upon filing, unless a delayed date and/or time is specified:
This the asday of MPAA U 05
Rock -Tenn Packaging and Paperboard, LLC
Name of Limited Liability Company
Rock--T Convtr tin Company
Si f Manager
r e u u L. 1�-i ►col ,y Key .
Typlejor Pr Name NJR
(Revised January 2002) (Form L•09)

Secretary of State
Corporations Division
315 West Tower
#2 Martin Luther King, Jr. Dr.
Atlanta, Georgia 30334-1530
PARANET CORPORATION SERVICES, INC.
GWENDOLYN ANDREWS
3761 VENTURE DRIVE, SUITE 260
DULUTH, GA 30096
CONTROL NUMBER
DATE INC/AUTH/FILED:
JURISDICTION
PRINT PATE
FORM NUMBER
CERTIFICATE OF EXISTENCE
0526435
04/26/2005
GEORGIA
05/26/2005
211
I, Cathy Cox, the secretary of State of the State of Georgia, do hereby certify
under the seal of my office that as of the above print date
ROCK-TENN PACKAGING AND PAPERBOARD, LLC
A GEORGIA LIMITED LIABILITY COMPANY
is in compliance with the applicable filing and annual registration provisions
of Title 14 of the Official Code of Georgia Annotated.
Said entity was formed in the jurisdiction stated above or was authorized to
® transact business in Georgia on the above date and has not filed articles of
dissolution, certificate of cancellation or any other similar document with the
office of the Secretary of State.
This certificate relates only to the legal existence of the above -named entity
as of the print date above. It does not certify whether or not a notice of
intent to dissolve, an application for withdrawal, a statement of commencement
of winding up or any other similar document has been filed or is pending with
the Secretary of State.
This information is electronically transmitted, issued and certified in
accordance with the Georgia Electronic Records and Signatures Act and Title 14
of the official Code of Georgia Annotated and is prima -facie evidence that said
entity is in existence or is authorized to transact business in this state,
20050526195726559
0
A&�(f'tp
Cathy Cox
Secretary of State

\N A T- Michael F. E:asley, Governor
11 G William G. Ross Jr., Secretary
North Carolina Department of Gnvrronment and Natural Resources
Alan W. Klimek, 1'. E. Director
Division of Water Quality
Q Coleen 11. SUMVIS, Deputy Director
Division of Water Quality
April 20, 2005
Wayne A Noyes
Gulf States Paper Corp
214 Conover Blvd
Conover, NC 28613
Subject: No Exposure Certification NCGNE0066
Gulf States paper Corporation - 214 Conover Blvd
Catawba County
Dear Permittee:
The Division has reviewed your submittal of the No -Exposure Certification for Exclusion from NPDES
Stormwater Permitting form, which we received on August 31, 2004. We apologize for the extended period it
has taken us to get back to you on this request and we appreciate your patience as we have worked through
this process. Based on your submittal and signed certification of no exposure at the above referenced facility
the Division is granting your certification as provided for under 40 CFR 126.22(g) which is incorporated by
reference in North Carolina regulations. In addition, your coverage under general permit NCG050061 is also
hereby rescinded. This rescission is based upon your certification of no exposure conditions at this facility.
Please note that by our acceptance of your no exposure certification, you are obligated to maintain no
exposure conditions at your facility. If conditions change such that your facility can no longer qualify for a no -
exposure exclusion, you are obligated to immediately obtain NPDES permit coverage for your stormwater
discharge. Otherwise, the discharge becomes subject to enforcement as an un-permitted discharge. Your
conditional no -exposure exclusion expires in five years (April 30, 2010). At that time you must re -certify with
the Division, or obtain NPDES permit coverage for any stormwater discharges from your facility.
Your certification of no exposure does not affect your facility's legal requirements to obtain environmental
permits that may be required under other federal, state, or local regulations or ordinances.
If you have any questions or need further information, please contact Jonathan Diggs at [phone] ext.
537, or at [e-mail].
cc: Mooresville Regional Office
Sincerely,
for Alan W. Klimek, P.E.
Central Files — wlattachments
Stormwater Permitting Unit Files Fran McPherson - DWQ Budget
N.C. Division or Water Quality t617 Mail Service Center Raleigh, North Carolina 27699-1617 [phone]
Ww
NCOENR
Customer Service
1-977-623.6748

Form Approved
United States Environmental Protection Agency OMB No, 2040 0211
NPDES to Washington, DC 20460
FORM `` M ��� NO EXPOSURE CERTIFICATION for Exclusion from
351 all
NPDES Storm Water Permitting
Submission of this No Exposure Certification constitutes notice that the entity Identified in Section A does not require permit authorization for its storm water
discharges associated with industrial activity in the State identified in Section B under EPA's Storm Water Multi -Sector general Permit due to the existence
of a condition of no exposure.
A condition of no exposure exists at an industrial facility when all industrial materials and activities are protected by a storm resistant shelter to prevent
exposure to rain, snow, snowmek, and/or runoff. Industrial materials or activities include, but are not limited to, material handling equipment or activities,
industrial machinery, raw materials, intermediate products, by-products, final products, or waste products. Material handling activities include the storage,
loading and unloading, transportation, or conveyance of any raw material, Intermediate product, final product or waste product. A storm resistant shelter is
not required for the following industrial materials and activities:
— drums, barrels, tanks, and similar containers that are tightly sealed, provided those containers are not deteriorated and do not leak. "Sealed'
means banded or otherwise secured and without operational taps or valves:
— adequately maintained vehicles used in material handling: and
— final products, other than products that would be mobilized In storm water discharges (e.g., rock salt).
A No Exposure Certification must be provided for each facility qualifying for the no exposure exclusion. In addition, the exclusion from NPDES permitting is
available on a facility -wide basis only, not for Individual outfalts. If any Industrial activities or materials are or will be exposed to precipitation, the facility Is
not eligible for the no exposure exclusion.
By signing and submitting this No Exposure Certification form, the entity in Section A is certifying that a condition of no exposure exists at its facility or site,
and is obligated to comply with the terms and conditions of 40 CFR 12226(g).
All INFORMATION MUST BE PROVIDED ON THIS FORM.
Detailed Instructions for completing this form and obtaining the no exposure exclusion are provided on pages 3 and 4.
A. Facility Operator Information
1. Name: GALA tSI1 AT]E& ll` IrIIP4Z ILIVIRIf tVILAIY1 I101jj_I 2.Phone: 18E19111415111LIZ111
3. Mailing Address: a. Street: f bi AMC ALOL IZil A 1G1oIRAViCIE1 113lLIVIDyt__ISllEl__I 1
b. City. r.I( Iwil 01V I EIL 1 ]_]_I I I I I I I I I I I I c. State: " d. Zip Code: 1Z81(s 1 1 1.31 - I I I I I
B. Facility/Site Location Information
1. Facility Name: IiDIWL& 151IAIT1 55i EAII AK ICIOCCIRIPIOIP.11RIit IAdi 1
2.a.Street Addrr�ess:.lZ1111191 ICI�iI9lQjVIEI& IRILIVIQ 1S1G1 I I I I I I I I I I I II
b. City: IL..IbI11DIl%IiIZ I d i I—] I i I I I I 11 t_f c.County: CiAIrAJlti?1MA I I 1
d. State: 9. Zip Code: iZl�lyl I�I - I 1 I I I
3. Is the facility located on Indian Lands? Yes ❑ No d
4. Is this a Federal facility? Yes ❑ No &?
S. a. Latitude: � IT ­11M. 13,01r b. Longitude: I I IJ J
6. a. Was the facility or site previously covered under any NPDES storm water permit? Yes No ❑
b. If yes, enter NPDES permit number: H C' G a.1 QQW
7. SIC/Activity Codes: Primary: JZIj&l%rI� Secondary (if applicable): 1 I I I
8. Total size of site associated with industrial activity: B. & IS —acres
9. a. Have you paved or roofed over a formerly exposed, pervious area in order to qualify for the no exposure exclusion? Yes MI No ❑
b. If yes, please indicate approximately how much area was paved or roofed over. Completing this question does not disqualify you for the no exposure
exclusion. However, your permitting authority may use this information in considering whether storm water discharges from your site are likely to have
an adverse impact on water quality, in which case you could be required to obtain permit coverage.
Less than one acre Dd000* One to fire acres ❑ More than five acres ❑
EPA Form 3510-11 (10-99)
Page 1 of 4

NPDES �+ NO EXPOSURE CERTIFICATION for Exclusion from
3F510 FORM
i`. EPA NPDES Storm Water Permitting
FO1n �pfO111
OMB No. 2040 D211
C. Exposure Checklist
Are any of the following materials or activities exposed to precipitation, now or in the foreseeable future?
(Please check either "Yes or "No' in the appropriate box.) N you answer "Yes" to any of these questions
(1) through (11). you are not eligible for the no exposure exclusion.
Yes
No
1. Using, storing or cleaning industrial machinery or equipment, and areas where residuals from using, storing
or cleaning industrial machinery or equipment remain and are exposed to storm water
2. Materials or residuals on the ground or in storm water Inlets from spillstleaks
3. Materials or products from past industrial activity
4. Material handling equipment (except adequately maintained vehicles)
d
5. Materials or products during loading/untoading or transporting activities
6. Materials or products stored outdoors (except final products intended for outside use (e.g., new cars) where
exposure to storm water does not result in the discharge of pollutants)
7. Materials contained in open, deteriorated or leaking storage drums, barrels, tanks, and similar containers
8. Materials or products handled/stored on roads or railways owned or maintained by the discharger
9. Waste material (except waste in covered, non -leaking containers [e.g., dumpsters])
10, Application or disposal of process wastewater (unless otherwise permitted) •
Pe
11. Particulate matter or visible deposits of residuals from roof stacks and/or vents not otherwise regulated
(i.e., under an air quality control permit) and evident in the storm water outflow
D. Certification Statement
I certify under penalty of law that I have read and understand the eligibility requirements for claiming a condition of 'no exposure" and obtaining an
exclusion from NPDES storm water permitting.
I certify under penalty of taw that there are no discharges of storm water contaminated by exposure to industrial activities or materials from the industrial
facility or site identified in this document (except as allowed under 40 CFR 122.26(g)(2)).
understand that I am obligated to submit a no exposure certification form once every five years to the NPDES permitting authority and, if requested, to
the operator of the local municipal separate storm sewer system (MS4) into which the facility discharges (where applicable). I understand that I must
allow the NPDES permitting authority, or MS4 operator where the discharge is into the local M94, to perform inspections to confirm the condition of no
exposure and to make such inspection reports publicly available upon request. I understand that I must obtain coverage under an NPDES permit prior
to any point source discharge of storm water from the facility.
Additionally, t certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a
system designed to assure that qualified personnel property gathered and evaluated the information submitted. Based on my inquiry of the person or
persons who manage the system, or those persons directly responsible for gathering the Information, the information submitted is to the best of my
knowledge and belief true, accurate and complete. I am aware that there are significant penalties for submitting false information, including the possibility
of fine and imprisonment for knowing violations.
Print Name:
Print Title:
Signature:
Date:
EPA Form 3510-11 (10-99)
Page 2of4

NPDES ,� Instructions for the NO EXPOSURE CERTIFICATION for Form Approved
FORM
j ��EPA OMB No. 2040-0211
Exclusion from NPDES Storm Water Permitting
Who May File a No Exposure Certification Section B. FacilitylStte Location hrformation
Federal law at 40 CFR Part 122.26 prohibits point source discharges of
storm water associated with industrial activity to waters of the U.S. without
a National Pollutant Discharge Elimination System (NPDES) permit. How%w,
NPDES permit coverage is not required for discharges of storm water
associated wtth industrial activities identified at 40 CFR 122.26(b)(14)(i)-
(ix) and (xi) if the discharger can certify that a condition of "no exposure
exists at the industrial facility or site.
Storm water discharges from construction activities identified In 40 CFR
122.26(b)(14)(x) and (b)(15) are not eligible for the no exposure exclusion.
Obtaining and Maintaining the No Exposure Excluslon
This form is used to certify that a condition of no exposure exists at the
industrial facility or site described herein. This certification Is only applicable
in jurisdictions where EPA is the NPDES permitting authority and must be
re -submitted at least once every five years.
The industrial facitity operator must maintain a condition of no exposure at
its facility or site in order for the no exposure exclusion to remain applicable.
If conditions change resulting in the exposure of materials and activities to
storm water, the facility operator must obtain coverage under an NPDES
storm water permit immediately.
Where to File the No Exposure certification Form
Mail
Storm Water No Exposure Certification (4203)
USEPA
401 M Street, SW
Washington, D.C. 20460
the Form
You must type or print, using uppercase letters, In appropriate areas only.
Enter only one character per space (i.e., between the marks). Abbreviate
9 necessary to stay within the number of characters allowed for each item.
Use one space for breaks between words. One form must be completed
for each facility or site for which you are seeking to certify a condition of no
exposure. Additional guidance on completing this form can be accessed
through EPA's web site at www.epa.govlowm/sw. Please make sure you
have addressed all applicable questions and have made a photocopy for
your records before sending the completed form to the above address.
Section A. Facility Operator Information
1. Provide the legal name of the person, firm, public organization, or any
other entity that operates the facility or site described in this certification.
The name of the operator may or may not be the same as the name of
the facility. The operator is the legal entity that controls the facility's
operation, rather than the plant or site manager.
2. Provide the telephone number of the facility operator.
3. Provide the mailing address of the operator (P.O. Box numbers may be
used). Include the city, state, and zip code. All correspondence will
be sent to this address.
1. Enter the ofrrcial or legal name of the facility or site.
2. Enter the complete street address (if no street address exists, provide
a geographic description )e.g.. Intersection of Routes 9 and 55)), city,
county, state, and zip code. Do not use a P.O. Boor number.
3. Indicate whether the facility is located on Indian Lands.
4. Indicate whether the industrial facility Is operated by a department or
agency of the Federal Government (see also Section 313 of the Clean
Water Act).
5. Enter the latitude and longitude of the approximate center of the facility
or site in degreeslminuteslseconds. Latitude and longitude can
be obtained from United States Geological Survey (USGS) quadrangle
or topographic maps, by calling 1-(888) ASK-USGS, or by accessing
EPA's web site at http:llwww.epa.govlowmiswrindustryfindex.him and
selecting Latitude and Longitude Finders under the ResourceslPermit
section.
Latitude and longitude for a facility in decimal form must be converted
to degrees (°), minutes ('), and seconds (") for proper entry on
the certification form. To convert decimal latitude or longitude to
degrees/minutes/seconds, follow the steps In the following example.
Example: Convert decimal latitude 45.1234567 to degrees (°), minutes
('), and seconds (").
a) The numbers to the left of the decimal point are the degrees: 451.
b) To obtain minutes, multiply the first four numbers to the right of the
decimal point by 0.006: 1234 x 0.006 = 7.404.
c) The numbers to the left of the decimal point in the result obtained
in (b) are the minutes: T.
d) To obtain seconds, multiply the remaining three numbers to the
right of the decimal from the result obtained in (b) by 0.06:
404 x 0.06 = 24.24. Since the numbers to the right of the decimal
point are not used, the result is 24".
e) The conversion for45,1234567 = 45' 7' 24".
6. Indicate whether the facility was previously covered under an NPDES
storm water permit. If so, include the permit number.
7. Enter the 4-digit SIC code which identifies the facility's primary activity,
and second 4-digh SIC code identifying the facility's secondary activity,
If applicable. SIC codes can be obtained from the Standard Industrial
Classification Manual, 1987,
8. Enter the total size of the site associated with industrial activity in acres.
Acreage may be determined by dividing square footage by 43,560, as
demonstrated in the following example.
Example: Convert 54,450 ft2 to acres
Divide 54,450 ft2 by 43,560 square feet per acre:
54.450 ft2 + 43,560 ft2/acre = 1.25 acres.
9. Check 'Yes' or "No as appropriate to indicate whether you have paved
or roofed over a formerly exposed, pervious area (i.e., lawn, meadow,
dirt or gravel roadlpartdng lot) in order to qualify for no exposure. If yes,
also indicate approximately how much area was paved or roofed over
and is now impervious area.
ERA Form 3510-11 (10.99) Page 3 of 4

Instructions NPDES FORM ,EPA uctions for the NO EXPOSURE CERTIFICATION for OMB Form
204011- 2�
3510-11 Exclusion from NPDES Storm Water Permitting
Section C. Exposure Checklist authority to sign documents has been assigned or delegated to
the manager in accordance with corporate procedures;
Check 'Yes" or "No" as appropriate to describe the exposure conditions at
your facility. If you answer 'Yes" to ANY of the questions (1) through (11) For a partnership or sole proprietorship: by a general partner or the
in this section, a potential for exposure exists at your site and you cannot proprietor; or
certify to a condition of no exposure. You must obtain (or already have)
coverage under an NPDES storm water permit. After obtaining permit For a municipal, State, Federal, or other public facility: by either a
coverage, you can institute modifications to eliminate the potential for a principal executive or ranking elected official,
discharge of storm water exposed to industrial activity, and then certify to
a condition of no exposure. Paperwork Reduction Act Notice
Section D. Certification Statement
Federal statutes provide for severe penalties for submitting false information
on this application form. Federal regulations require this application to be
signed as follows:
For a corporation: by a responsible corporate otficer, which means:
president, secretary, treasurer, or vice-president of the corporation
in charge of a principal business function, or any other person
who performs similar policy or decision making functions for the
corporation, or
(ii) the manager of one or more manufacturing, production, or
operating facilities, provided the manager is authorized to make
management decisions which govern the operation of the
regulated facility including having the explicit or Implicit duty of
making major capital investment recommendations, and Initiating
and directing other comprehensive measures to assure long
term environmental compliance with environmental laws and
regulations; the manager can ensure that the necessary systems
are established or actions taken to gather complete and accurate
information for permit application requirements; and where
EPA Form 3510.11 (10-99)
Pudic reporting burden for this certification is estimated to average 1.0 hour
per Certification, Including time for reviewing instructions, searching existing
data sources, gathering and maintaining the data needed, and completing
and reviewing the collection of information. Burden means the total time,
effort, or financial resources expended by persons to generate, maintain,
retain, or disclose to provide information to or for a Federal agency, This
Includes the time needed to review instructions; develop, acquire, Install,
and utilize technology and systems for the purposes of colfecting, validating,
and verifying information, processing and maintaining information, and
disclosing and providing Information; adjust the existing ways to comply with
any previously applicable instructions and requirements; train personnel to
be able to respond to a collection of information; search data sources;
complete and review the collection of information; and transmit or otherwise
disclose the information. An agency may not conduct or sponsor, and a
person is not required to respond to, a collection of information unless it
displays a currently valid OMB control number. Send comments regarding
the burden estimate, any other aspect of the collection of information, or
suggestions for improving this form, including any suggestions which may
increase or reduce this burden to: Director, OPPE Regulatory Information
Division (2137), USEPA, 401 M Street, SW, Washington, D.C. 20460.
include the OMB control number of this form on any correspondence. Do
not send the completed No Exposure Certification form to this address.
Page 4 of 4