EXHIBIT A

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF GEORGIA STATESBORO DIVISION OGEECHEE-CANOOCHEE RIVERKEEPER, INC., Plaintiff, v. KING AMERICA FINISHING, INC., Defendants. ) ) ) ) ) ) ) ) ) ) ) )

Civil Action No. 6:12-CV-00058

CONSENT DECREE WHEREAS, Plaintiff Ogeechee-Canoochee Riverkeeper, Inc. (“Plaintiff”) filed this Complaint against Defendant King America Finishing, Inc. (“King America” or “Defendant”) on July 23, 2012, alleging violations of the Clean Water Act, 33 U.S.C § 1251 et seq.; WHEREAS, King America has implemented upgrades and improvements to its waste water treatment plant facility and operations thereof since Plaintiff’s August 5, 2011 Notice of Intent to Sue under the Clean Water Act, to wit: a. King America upgraded the wastewater treatment plant’s equalization basin mixing system from a five-aerator mixing system to a four aerator and six 7.5 horsepower mixer system; b. King America installed additional aerators and replaced some existing aerators in the wastewater treatment plant’s aeration basin to provide more oxygen supply and mixing power in the aeration basin;

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c.

King America made significant upgrades to its sulfuric acid addition system, including a new storage tank, new pH probes and logging equipment, and new pumps to supply the sulfuric acid at two control points;

d.

King America implemented a pH alarm system to include a single audible alarm to alert operators if its effluent falls outside of a specified range;

e.

King America installed a cationic polymer addition system between the wastewater treatment plant’s aeration basin and clarifiers to reduce total suspended solids and color in its effluent;

f.

King America has installed and upgraded manufacturing equipment that has resulted in process water usage reductions of over 300,000 gallons of water per day;

g.

King America has conducted daily acute whole effluent toxicity (“WET”) testing and weekly chronic WET testing of the facility’s treated wastewater using Ceriodaphnia dubia since July 2011;

h.

King America has conducted weekly WET testing using Ceriodaphnia dubia on water samples collected from the Ogeechee River 25 feet downstream of the facility’s National Pollutant Discharge Elimination System (NDPES) permitted discharge point since July 2011; and

i.

King America drafted, and King America personnel follow, a comprehensive Operation and Maintenance Manual for the wastewater treatment plant that contains practical information and data to enhance understanding of the operation and control of the wastewater treatment plant.

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WHEREAS, King America has operated its waste water treatment plant facility and discharged its treated effluent into the Ogeechee River pursuant to both NPDES Permit No. GA0003280 issued September 29, 2000 (the “Permit” or “NPDES Permit”) and the discretionary enforcement authority of the Director of the Georgia Department of Natural Resources, Environmental Protection Division (“EPD”) since July 19, 2011; WHEREAS, King America discharges treated wastewater from its facility pursuant to NPDES Permit No. GA0003280; WHEREAS, King America submitted an application to the EPD for a reissuance of its NPDES Permit on August 12, 2011; WHEREAS, EPD re-issued the Permit on August 10, 2012, and subsequently withdrew it in October, 2012 in response to an administrative challenge filed by Plaintiff pursuant to Georgia law; WHEREAS, King America prepared, and EPD has approved, an Antidegradation Analysis relating to the Permit, which contends that any potential water quality impacts from King America’s discharge are justified on a socioeconomic basis and further provides that King America plans to install an effluent media filtration system between the existing clarifiers and the final discharge location to the Ogeechee River in order to further reduce total suspended solids and biochemical oxygen demand and in order to meet the permit limitations contained in the Permit that EPD issued in 2012; WHEREAS, the planned effluent media filtration system is anticipated to cost approximately two million five hundred thousand dollars ($2,500,000.00) to construct and install;

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WHEREAS, EPD issued a Consent Order (“Consent Order”) between EPD and King America (No. EPD-WQ-5419) on November 20, 2013 addressing certain of the violations alleged by Plaintiff in its Complaint; WHEREAS EPD provided public notice of a new draft NPDES Permit No. GA 0003280 for King America on March 20, 2013 and conducted a public hearing concerning the Permit on May 7, 2013; WHEREAS, by letter dated October 11, 2013, EPD approved of an ion chromatography test methodology for analysis of tetrakis (hydromethyl) phosphonium chloride (“THPC”) in King America’s effluent that was described in a Technical Memorandum dated June 28, 2013; WHEREAS, EPD re-issued the Permit on November 20, 2013; WHEREAS, since July 19, 2011, Respondent has conducted more than 1,000 satisfactory toxicity tests on the Facility’s effluent and water collected from the Ogeechee River both upstream and downstream from the Facility’s discharge; WHEREAS, in June 2010, King America welded shut the discharge pipe from the sludge holding ponds that was the previously-permitted NPDES discharge location into Jackson Branch before the permitted discharge location was relocated to the Ogeechee River in 1996; WHEREAS, King America has agreed to perform additional investigations into further improving the performance and functioning of its wastewater treatment plant, including bench scale testing to simulate post-aeration of its effluent and further bench scale testing of its planned media filtration system upgrade; WHEREAS, King America has agreed to perform additional testing of its effluent and wastewater treatment plant sludge in addition to testing required under its NPDES Permit;

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WHEREAS, Plaintiff agrees that, based upon the conditions currently known by and disclosed to the Plaintiff, and in reliance upon the veracity of King America’s representations of its processes and treatment facilities, the terms of the Permit are adequately protective of the environment and the health of the Ogeechee River; WHEREAS, King America denies the Plaintiff’s claims and denies liability for the alleged violations, and by entering into this Consent Decree, King America does not waive or limit any defense, on any grounds, related to any action which might be taken by any governmental entity or any other citizen; WHEREAS, by agreeing to entry of this Consent Decree, King America makes no admission of law or fact with respect to the allegations in the Complaint, and denies violation of any law or regulation identified therein. Solely for the purposes of avoiding further litigation between the parties, however, King America agrees to the requirements of this Consent Decree; and WHEREAS, Plaintiff and King America recognize, and the Court by entering this Consent Decree finds, that this Consent Decree has been negotiated by the Parties in good faith and will avoid litigation among the Parties and that this Consent Decree is fair, reasonable, and in the public interest; NOW, THEREFORE, before the taking of any testimony, without the adjudication or admission of issues of fact or law and with the consent of the Parties, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED as follows: I. JURISDICTION AND VENUE

For purposes and enforcement of this Consent Decree only, the Parties to this Consent Decree agree that this Court has jurisdiction over this matter, the parties to the Consent Decree,

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any disputes arising out of this Consent Decree, as well as any alleged violations of this Consent Decree. II. TERMS OF AGREEMENT

The terms of this Consent Decree have been divided into subsections as outlined below. 1. NPDES Permit Parameters Plaintiff and Defendant have jointly submitted to EPD the following proposed monitoring requirements and discharge limitations to be included in the NPDES Permit: (i) Chemical Oxygen Demand (COD): mass based discharge limitations of 5,500 pounds (“lbs.”) per day daily average and 11,000 lbs. per day daily maximum. (ii) Sulfide: concentration based discharge limitations of 1.5 milligrams (“mg”) per liter daily average and 3.0 mg per liter daily maximum. (iii) Total Ammonia: concentration based discharge limitations of 7 mg per liter daily average and 13 mg per liter daily maximum. (iv) Total Kjeldahl Nitrogen (as N) and Total Nitrogen (as N): report concentration based daily maximum values. (v) Formaldehyde: report concentration based daily average and daily maximum values. (vi) Color (ADMI color value): until such time as EPD takes action on the color study described in Part III.B.7 of the NPDES Permit, the final effluent shall be limited to a maximum difference of 80 ADMI color units between (1) a grab sample of the Ogeechee River 25 feet upstream of discharge point; and (2) a grab sample of the final effluent taken thereafter on the same day as and as contemporaneously as

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possible with the upstream Ogeechee River sample. King America will test the color at these two points for comparison once weekly. (vii) Fecal Coliform: concentration based discharge limitations of 200 colony-forming units per 100 milliliter (“mL”) daily average and 400 colony-forming units per 100 mL daily maximum. (viii) THPC: twice monthly monitoring and reporting pursuant to an EPD-approved test method. (ix) Flow: King America shall record stream flows measured at the U.S. Geologic Survey gauge at Rocky Ford (02202040) at 8:00 am daily, and the total final effluent flow volume discharged for the following 24 hour period shall not exceed eight percent (8%) of the actual stream flow as measured at the Rocky Ford gauge. (x) Total Dissolved Solids (TDS): concentration based discharge limitations of 2,500 mg per liter daily average and 3,800 milligrams per liter daily maximum. King America will test the final effluent for TDS five (5) days per week using a 24hour composite sample. Plaintiff and Defendant agree that none of the promises or obligations agreed to by Plaintiff or Defendant in this Consent Decree will be contingent upon EPD’s adoption of any or all of the above limitations in the NPDES Permit as issued to King America. All terms in this section will be defined in accordance with the Draft Permit agreed to by the Parties, attached hereto as Exhibit A.

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2. Additional Actions Related to King America’s Wastewater Treatment Plant Facility As a term of this Consent Decree only, and not to be considered as a proposed revision of the Permit, Defendant also agrees to execute the following: (i) Defendant will perform bench scale testing in accordance with the “Bench Scale Testing for Pre-Release Aeration,” attached hereto as Exhibit B. (ii) Defendant will perform bench scale testing in accordance with the “Media Filtration System Protocol,” attached hereto as Exhibit C. (iii) Defendant will perform fish and benthic invertebrate river assessment and benthic invertebrate sediment assessment in accordance with the “Benthic Invertebrate Sampling Protocol,” attached hereto as Exhibit D. (iv) Defendant will analyze the final effluent for certain metals and priority pollutants in accordance with the “RCRA Metals and Priority Pollutants Protocol (Effluent),” attached hereto as Exhibit E. (v) Defendant will analyze the wastewater treatment plant sludge in the sludge holding ponds for certain metals and priority pollutants, in accordance with the “RCRA Metals and Priority Pollutants Protocol (Sludge),” attached hereto as Exhibit F. (vi) Defendant will perform additional WET testing in accordance with the “WET Testing Protocol,” attached hereto as Exhibit G. (vii) Defendant will conduct weekly calibration of its sampling equipment and conduct a weekly review of its maintenance records in accordance with applicable regulatory requirements. During the weekly calibration of the continuous

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recording instrumentation for flow measurements, Defendant will calibrate the equipment to within +5% of actual flow. (viii) Within thirty (30) days of the date of this Agreement, Defendant shall permanently render inoperable (via capping, welding, or severing as the case may be) any pipe that has the ability to convey wastewater into Jackson Branch from King America’s manufacturing operations, the wastewater treatment plant, or sludge holding ponds. (ix) Provided that the re-issued Permit does not contain permit limitations that are more stringent than provided in Exhibit A, King America will cause to be constructed and installed an Aqua-Aerobic Systems, Inc. cloth media filtration system, and construction activities shall begin within sixty (60) days following reissuance of the Permit. 3. Monetary Payment a. If, upon entry of this Consent Decree, the NPDES Permit has been issued by the Director of EPD and thirty (30) days have passed since the issuance of the NPDES Permit by the Director without a challenge being filed pursuant to O.C.G.A. §§ 12-22 and 12-5-43 (or any filed challenge has been withdrawn or dismissed prior to entry of this Consent Decree), Defendant shall pay the total sum of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000.00) to the Plaintiff by January 15, 2014 or within fifteen (15) days of entry of this Consent Decree, whichever occurs later. b. If, upon entry of this Consent Decree, the NPDES Permit has not been issued by the Director of EPD, Defendant shall pay the total sum of TWO MILLION FIVE

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HUNDRED THOUSAND DOLLARS ($2,500,000.00) by January 15, 2014 or within fifteen (15) days of entry of this Consent Decree, whichever occurs later, into an escrow account held by BMO Harris Bank. If, following entry of this Consent Decree, the Director of EPD subsequently issues the NPDES Permit, ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) shall become due and payable to the Plaintiff from the escrow account within thirty-one (31) days of the Director’s issuance of the NPDES Permit, provided that Plaintiff does not file a challenge to the NPDES Permit. If, following entry of this Consent Decree, no challenge to the NPDES Permit is filed within thirty (30) days of the Director’s issuance of the NPDES Permit, the entire sum plus any accrued interest in the escrow account shall become due and payable to the Plaintiff. c. If, upon entry of this Consent Decree, there is a pending challenge to the NPDES Permit that has been filed with the Director of EPD, Defendant shall pay the sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000.00) to the Plaintiff within fifteen days of entry of this Consent Decree or by January 15, 2014, whichever occurs later, and Defendant shall pay the sum of ONE MILLION DOLLARS ($1,000,000.00) by January 15, 2014 or within fifteen (15) days of entry of this Consent Decree, whichever occurs later, into an escrow account held by BMO Harris Bank. d. During the pendency of any challenge to the NPDES Permit, the following sums from the escrow account shall become due and payable to the Plaintiff from the escrow account:

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1. FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) if the administrative law judge upholds the Director’s issuance of the NPDES Permit; 2. FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) if the Superior Court upholds and affirms the decision of the administrative law judge; but 3. Notwithstanding Section II.3(e), the terms of the payments described in subparagraphs 1 and 2 above may be modified by a subsequent written agreement of the Parties. e. If, at any time following the issuance of the NPDES Permit and following a subsequent challenge to the NPDES Permit that has been filed with the Director of EPD, all challenges to the NPDES Permit have been withdrawn or dismissed and are no longer pending such that King America has a valid, final NPDES Permit with terms substantially similar to those in Exhibit A, then the entire sum plus any accrued interest in the escrow account shall become due and payable to the Plaintiff; provided that Plaintiff does not challenge or otherwise support or encourage any other entity’s or person’s challenge of the NPDES Permit and that Plaintiff satisfies the requirements of Intervention detailed in Section II.4, as applicable. f. The entire remaining sum including any accrued interest, in the escrow account shall become due and payable to the Defendant if a challenge to the NPDES Permit is filed with the Director of EPD and if Plaintiff challenges or otherwise supports or encourages any other entity’s or person’s challenge of the NPDES Permit, or if Plaintiff fails to satisfy the requirements of Intervention detailed in Section II.4, as applicable.

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g. The entire sum plus any accrued interest in the escrow account shall become due and payable to the Defendant if the NPDES Permit is remanded to the Director of EPD as a result of any challenge filed pursuant to O.C.G.A. §§ 12-2-2 and 12-5-43 or the NPDES Permit is withdrawn by EPD in response to any such challenge, and (1) the time by which any party may seek any further appellate review of such action or decision has expired without filing of a further appeal, or (2) no further appeal of such action or decision is allowed by law. h. Notwithstanding the foregoing, Plaintiff and Defendant agree that the intent of this Consent Decree is for paragraph (g) in this Section II.3 to be construed such that Plaintiff shall be entitled to receive the sum returned to King America from the escrow account pursuant to Section II.3.(g) if EPD subsequently issues an NPDES Permit to King America, with terms substantially similar to those in Exhibit A and satisfactory to King America, within eighteen months of entry of this Consent Decree, and no challenge thereto is pending before any agency or court. i. Notwithstanding any interpretation to the contrary, any and all funds paid to the Plaintiff shall be considered final and irrevocable. 4. Agreement Not to Challenge Permit and Intervention in Permit Challenge Plaintiff agrees not to file any challenge to the Permit or the Consent Order under O.C.G.A. §§ 12-2-2 and 12-5-43. Should any other person, persons, party, or parties challenge the Permit under O.C.G.A. §§ 12-2-2 and 12-5-43, Plaintiff agrees to seek to intervene in opposition to the challenge and in support of the Permit by filing a Motion to Intervene in the challenge before the Georgia Office of State Administrative Hearings. If Plaintiff’s intervention is granted, Plaintiff agrees to provide legal and technical support to EPD in defense of the

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Permit. Such support, regardless of whether intervention is granted, shall include, but is not limited to, making its attorney(s) available to argue in favor of the validity of the Permit, making one or more representative from the organization (such as the Executive Director and/or the Chair of the Board of Directors) available to testify in support of the Permit, and making one or more experts available to provide testimony at any hearing in the Georgia Office of State Administrative Hearings before an administrative law judge that is consistent with Plaintiff’s testimony in support of the Permit. Plaintiff will continue to participate in support of the Permit in any appeal of the decision of the administrative law judge to any Superior Court, in any appeal of the decision of the Superior Court to the Georgia Court of Appeals, and in any appeal of the decision of the Georgia Court of Appeals to the Supreme Court of Georgia. Throughout any and all intervention activities, Plaintiff will be responsible for any payment of its own attorneys’ fees and/ or its Executive Director’s time, and Defendant will be responsible for payment of any and all costs and expenses associated with Defendant’s or the EPD’s utilization of Plaintiff’s experts. 5. Access to Information Defendant agrees to house and maintain a webpage for five (5) years through its current domain (www.kingamericafinishing.com), or a suitable alternative domain, that is available to Plaintiff and the public. Within forty-eight (48) hours of the monthly submission of the Permitrequired discharge monitoring report (DMR) to EPD, Defendant agrees to post the same to this webpage. Defendant agrees to maintain the most recent sixty (60) DMRs on this webpage and agrees that the webpage will be available within fifteen (15) days of entry of this Consent Decree. Defendant agrees to house and maintain a separate password-protected webpage for five (5) years that is available to Plaintiff and Plaintiff’s designated consultants. Defendant agrees

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that this webpage will be available within fifteen (15) days of entry of this Consent Decree and data shall be made available on this webpage in accordance with the “Webpage Protocol,” attached hereto as Exhibit H. 6. Meet and Confer (a) Within forty-five (45) days of the entry of this Consent Decree, Plaintiff and Defendant shall meet and confer on a mutually agreeable date at Defendant’s facility so that Defendant can conduct an orientation of Defendant’s facility for Plaintiff and Plaintiff’s consultants. Annually for the next five (5) years following entry of this Consent Decree, Plaintiff shall be allowed a site visit on a mutually agreeable date in order to discuss the operations at Defendant’s facility. During any such site visit (including the initial orientation visit), Plaintiff shall be limited to no more than seven (7) attendees. Any samples collected by Plaintiff or Plaintiff’s consultants shall be taken from Defendant’s permitted Outfall 001, shall be split with Defendant, and must comply with the provisions of 40 C.F.R. § 136 (including, but not limited to, compliance with provisions concerning sampling techniques, sample preservation, sample containers, and chain of custody). Plaintiff or Plaintiff’s consultants must submit the samples to an accredited laboratory for analysis. Plaintiff or Plaintiff’s consultants shall not provide sample results to any other party or parties besides Defendant or the EPD without the prior consent of Defendant. Any photographs of the wastewater treatment facility taken by Plaintiff or Plaintiff’s consultants shall not disclose information that is proprietary to the Defendant, and no photographs inside the manufacturing building will be allowed. (b) Plaintiff and Defendant also agree to meet and confer every six (6) months after entry of this Consent Decree to discuss the data in the DMRs and any other data provided to Plaintiff by Defendant, the state of operations of King America’s wastewater treatment plant, and any

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other data collected by Plaintiff that has been provided to King America at least thirty (30) days in advance of the meeting. (c) Two (2) years after the effective date of the re-issued NPDES Permit, Plaintiff and Defendant shall meet and confer to discuss whether any Permit parameters and/or any of the additional actions related to King America’s wastewater treatment plant set out at II.2. herein can or should be adjusted prior to the five-year expiration date of the Permit. Information that will be considered by both Parties in advance of this meet and confer process shall include but shall not be limited to King America’s DMRs, any data generated by any Supplemental Environmental Project described in the Consent Order between EPD and King America (No. EPD-WQ-5419), dated November 20, 2013, and any additional data generated by Plaintiff and King America with respect to King America’s facility or the Ogeechee River. If the Parties agree that a Permit modification is warranted, the Parties agree to request a joint meeting with EPD to further discuss any such request for a Permit modification. (d) Either Plaintiff or Defendant may also request to meet and confer with either Party at any time in the five (5) years following entry of this Consent Decree for good cause shown. For purposes of this Section, Plaintiff can show “good cause” by showing one or more of the following: (1) Defendant has violated the same provisions of the NDPES Permit on more than one occasion within the same year; and (2) Plaintiff identifies test results that represent a trend, condition, or situation about which it reasonably should be concerned or that reveals opportunities for meaningful improvements to King America’s wastewater treatment operations. 7. Statements to the Public and the Media Defendant and Plaintiff will issue a joint press release upon entry of this Consent Decree, attached hereto as Exhibit I. Plaintiff and Defendant both agree that any other public statements

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regarding the terms of the settlement, the Permit, the Consent Order between EPD and King America (No. EPD-WQ-5348), the Consent Order between EPD and King America (No. EPDWQ-5419), or King America’s wastewater treatment plant facility for at least six months following the entry of this Consent Decree must be consistent with, and in the spirit of, the substance of Exhibit I. Further, except in administrative or court proceedings in connection with a challenge to the NPDES Permit or the Consent Order, such communications on behalf of Defendant shall be limited to its attorneys and President, and such communications on behalf of the Plaintiff shall be limited to its attorneys and Executive Director. III. CONFIDENTIALITY

The nature and terms of this Consent Decree are not confidential. IV. DISMISSAL OF CLAIMS

Upon entry of the Consent Decree, all claims that were or could have been asserted in this matter against Defendant will be dismissed with prejudice, although the Court will retain full authority and jurisdiction to administer and enforce this Consent Decree. V. DISPUTE RESOLUTION

In the event of a disagreement between the parties concerning any aspect of this Consent Decree, the dissatisfied party shall provide the other party with written notice of the dispute and a request for negotiations. If the parties cannot reach an agreed resolution within thirty (30) days after receipt of the notice by the other party, then either party may petition this Court to resolve the dispute. VI. SEVERABILITY

The various terms, paragraphs, and sections contained herein shall be deemed separable and severable. If any provision of this Consent Decree is deemed invalid and unenforceable, the balance of the Consent Decree shall remain in full force and effect.

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VII.

ENTIRE AGREEMENT

This Consent Decree constitutes the entire agreement between Plaintiff and Defendant in this case. All prior conversations, meetings, discussions, drafts and writings of any kind between Plaintiff and Defendant are specifically superseded by this Consent Decree. VIII. MUTUAL DRAFTING

It is hereby expressly understood and agreed that this Consent Decree was jointly drafted by Plaintiff and Defendant. Accordingly, the parties hereby agree that any and all rules of construction to the effect that ambiguity is construed against the drafting party shall be inapplicable in any dispute concerning the terms, meaning, or interpretation of this Consent Decree. IX. RELEASE BY PLAINTIFF

Upon entry of this Consent Decree by the Court, Defendant and their respective parents, subsidiaries, and affiliated companies, employees, officers, directors, shareholders, members, agents, attorneys, successors, and assigns, shall be released from any and all claims that Plaintiff and its employees, officers, directors, agents, attorneys, successors and assigns made, or could have made, in this litigation arising from the facts asserted in the Complaint or arising from facts within the knowledge of Plaintiff at the time that this Consent Decree is executed. Upon payment of the settlement amount by Defendant as set forth in Section II, the Plaintiff for itself, assigns, representatives, and agents, and for any other person or persons, or any entities or entities acting by, for or through the Plaintiff, herby fully and unconditionally surrenders, releases, acquits, and forever discharges Defendant and its affiliates, subsidiaries, and predecessors, and its and their directors, officers, employees, members, shareholders, and attorneys, agents, and all persons acting by, through, under, or in concert with any of the foregoing, and each their representative

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successors and assigns from and against any and all manner of action or actions, causes of action, debts, liabilities, losses, suits, damages, judgments, costs, expenses (including but not limited to attorneys’ fees), sums of money, demands, obligations, or claims, whatsoever, in law or in equity, direct or indirect, whether known or unknown, suspected or claimed, vested or contingent, which exists as of the date of the execution of this Consent Decree. Plaintiff acknowledges and admits that this general release and waiver in favor of Defendant is a material inducement of Defendant to enter into this Consent Decree. X. RELEASE BY DEFENDANT

Upon entry of this Consent Decree by the Court, Plaintiff and its related and affiliated companies, employees, officers, directors, agents, attorneys, successors and assigns shall be released from any alleged damages that were or may have been sustained by Defendant and its respective parents, subsidiaries, and affiliated companies, employees, officers, directors, shareholders, members, agents, attorneys, successors and assigns and that were made, or could have been made, in this litigation arising from the facts asserted in the Complaint. XI. RESERVATION OF RIGHTS

This Consent Decree does not waive or limit in any way Plaintiff’s or Defendant’s rights except as expressly provided in this Consent Decree. XII. COMPLIANCE WITH OTHER LAWS

Nothing in this Consent Decree relieves Plaintiff or Defendants of the obligation to act in a manner consistent with applicable Federal, State and local law. XIII. APPLICABLE LAWS

This Consent Decree shall be construed under the laws of the United States and the State of Georgia.

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THE FOREGOING Consent Decree among Plaintiff and Defendant is hereby APPROVED and ENTERED, this _____ day of ___________________, 201__.

____________________________________ LISA GODBEY WOOD, CHIEF JUDGE UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF GEORGIA

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FOR THE PLAINTIFF Date: _____________ ______________________________ Donald D.J. Stack Jenny R. Culler Stack & Assoc., P.C., Suite 1200 260 Peachtree Street, N.W. Atlanta, GA 30303

______________________________ Hutton Brown GreenLaw 104 Marietta Street, Suite 430 Atlanta, GA 30303 FOR THE DEFENDANT Date: _____________ ______________________________ Susan W. Cox V. Sharon Edenfield Edenfield, Cox, Bruce & Classens, P.C. 115 Savannah Avenue Post Office Box 1700 Statesboro, Georgia 30459 (912) 764-8600

______________________________ Lee DeHihns Jonathan Wells Jody Rhodes ALSTON & BIRD, LLP One Atlantic Center 1201 W. Peachtree Street Atlanta, Georgia 30309-3424

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EXHIBIT A Redlined NPDES Permit

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EXHIBIT B Bench Scale Testing for Pre-Release Aeration

King America will conduct bench-scale batch tests to simulate the effects of a pre-release aeration step on effluent samples from the existing clarifiers. This simulation will utilize King America’s existing batch reactors and will begin seven (7) days after entry of the Consent Decree. The batch reactors will simulate an additional one and one-half (1.5) days of aeration of the clarifier effluent to measure the reduction of chemical oxygen demand (“COD”) and sulfide concentrations, if any. The simulation will be run twice per week for four (4) weeks. King America will collect grab samples from the clarifier effluent for batch testing. COD and sulfide concentrations will be measured on this sample prior to aeration in the batch reactor and again on a sample from the batch reactor at the end of each simulation. At the end of the 36hour aeration period (and prior to collecting the effluent sample), deionized water will be added to the batch reactor so that the level in the reactor is equal to the level at the start of the test. This will account for any evaporation losses that occur during the aeration test that could impact the analytical results. Analytical methods, sample containers, sample preservation techniques, and sample holding times will be consistent with the techniques and methods listed in 40 CFR Part 136. If the result for a given sample analysis is such that a parameter is not detected at or above the specified detection limit, a value of “Not Detected” will be reported for that sample and the detection limit will also be reported. Within sixty (60) days of entry of the Consent Decree, King America will prepare and submit a report to Plaintiff summarizing the results of the simulation. King America shall simultaneously submit this report to the EPD.

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EXHIBIT C Media Filtration System Protocol

King America will conduct additional bench-scale tests to simulate its planned cloth media filtration system using a pilot filter unit from Aqua-Aerobic Systems, Inc., the anticipated supplier of the full-scale equipment. This unit is designed to approximate the performance of the full scale equipment in an on-site laboratory setting. The device will be installed in King America’s wastewater treatment plant laboratory, and water to be filtered through the unit will be collected after exiting the clarifiers, which is where the full-scale system will be located when anticipated installation occurs in 2014. This bench scale testing will commence within thirty (30) days after entry of the Consent Decree, and the testing will be conducted for three (3) weeks. King America will collect grab samples from the clarifier effluent for batch testing. These samples will be analyzed prior to the start of the filtration batch test. Filtrate (or filter effluent) from the batch tests will also be analyzed twice weekly. The initial influent samples and biweekly filter effluent samples will be analyzed for the following parameters: TSS, VSS (volatile suspended solids), pH, alkalinity, TDS, conductivity, total nitrogen, total phosphorus, nitrate, nitrite, and ammonia. Analytical methods, sample containers, sample preservation techniques, and sample holding times will be consistent with the techniques and methods listed in 40 CFR Part 136. If the result for a given sample analysis is such that a parameter is not detected at or above the specified detection limit, a value of “Not Detected” will be reported for that sample and the detection limit will also be reported. Within seventy-five (75) days of entry of the Consent Decree, King America will prepare and submit a report to Plaintiff summarizing the results of this testing. King America shall simultaneously submit this report to the EPD.

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EXHIBIT D Benthic Invertebrate Assessment Protocol I. Fish and Benthic Invertebrate Assessment

King America will complete annual biological monitoring at a total of four (4) stations in the Ogeechee River, and the stations will be designated as follows: Two (2) locations will be located up stream of the existing outfall to document background conditions, and two (2) locations will be located downstream of the outfall to evaluate potential impacts of King America operations. Sampling stations will be located to include representative habitats in this reach of the river while not overlapping sampling sites. The stations below the outfall will be located to include an area directly downstream of the discharge and a second station further downstream where the effluent is fully mixed with the ambient river water. Locations of any significant tributaries or other potential sources of additional runoff or pollutants will be identified within the sampling reach. Both benthic macroinvertebrate and fish communities will be sampled following the protocols established by the Georgia Department of Natural Resources’ Environmental Protection Division (EPD) and Wildlife Resources Division: 1. Georgia Department of Natural Resources (GADNR). 2005. Standard Operating Procedures for Conducting Biomonitoring on Fish Communities in Wadeable Streams of Georgia. Wildlife Resources Division, Fisheries Management Section. 2. Georgia Department of Natural Resources (GADNR). 2007. Standard Operating Procedures- Macroinvertebrate Biological Assessment of Wadeable Streams in Georgia. Environmental Protection Division, Watershed Protection Branch. II. Additional Benthic Invertebrate Sediment Assessment

To further evaluate potential effects on benthic invertebrate communities found below the sediment surface, King America will collect sediment samples upstream and downstream of the outfall to identify macro (>500 microns) fauna and meio (> 300 microns but < 500 microns) fauna. King America will collect the samples as follows: 1. Five (5) stations will be located upstream of the existing outfall and nine (9) stations will be located downstream of the downfall. 2. The samples will be taken with a Petit Ponar grab sampler (or similar standard sampling device). 3. The downstream stations will be located in gradient downstream from the diffuser beginning within the immediate mixing zone – approximately fifty (50) feet below the diffuser – and approximately equal distance downstream. At each station, a total of three (3) grabs of sediment material will be composited and

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shipped to a laboratory for sorting and identification to the species level. Each sample will be sieved with a 500 and then 300 micron sieve to distinguish between macro and meiofauna. The composite samples will be sorted in the laboratory down to species level following the procedures in the EPD protocols and results summarized using the multi-metric approach including species richness, composition, tolerant/intolerant, functional feeding group, and habitat. Results from each station will be compared using standard statistical methods to compare similarity between locations. III. General Matters

The biological monitoring will be conducted annually in the late summer or early fall months as recommended in the protocols. This sampling will be conducted annually for three (3) years to allow for a range of annual stream flow conditions. Upon completion of this protocol, King America and Plaintiff will meet and confer in good faith to evaluate whether it is necessary and/or advisable to extend this sampling for an additional two (2) years. King America will prepare a Sampling and Analysis Plan (SAP) that specifically identifies sampling stations and will provide the SAP to Plaintiff no later than July 1, 2014 for Plaintiffs’ review and comment. Following the assessments, King America will summarize the results from both sampling procedures described above in an annual report to be provided to Plaintiff on or before the 1st of December annually, beginning on December 1, 2014.

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EXHIBIT E RCRA Metals and Priority Pollutants Protocol (Effluent)

King America will test the facility’s effluent at the permitted outfall (Outfall 001) once annually for three (3) years beginning in June 2014 for the following parameters: 1. All priority pollutants, as that term is defined in the federal Clean Water Act and its implementing regulations. A list of all priority pollutants can be found in Appendix A to 40 CFR Part 423; and 2. The following metals: arsenic, barium, cadmium, chromium, lead, mercury, selenium, and silver. These are more commonly known as the federal Resource Conservation and Recovery Act metals; and 3. The following parameters from the NPDES Permit: total phenols, total chromium, formaldehyde, and sodium. Samples will be sent to a certified laboratory for analysis. King America will compile the results of these tests into an annual report to be provided to Plaintiff on or before the 1st of September annually, beginning on September 1, 2014. King America shall simultaneously submit this report to the EPD.

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EXHIBIT F RCRA Metals and Priority Pollutants Protocol (Sludge)

King America will test the sludge in the facility’s waste water treatment plant holding ponds annually for three (3) years beginning in June 2014 for the following parameters: 1. All priority pollutants, as that term is defined in the federal Clean Water Act and its implementing regulations. A list of all priority pollutants can be found in Appendix A to 40 CFR Part 423; and 2. The following metals: arsenic, barium, cadmium, chromium, lead, mercury, selenium, and silver. These are more commonly known as the federal Resource Conservation and Recovery Act metals; and 3. The following parameters from the NPDES Permit: total phenols, total chromium, formaldehyde, and sodium. The sampling will be conducted at four (4) discrete sampling points in each pond. At each sampling point, sludge will be collected from three (3) different depths. The sludge from the three (3) different depths at each sampling point will be composited into a single sample, which will result in four (4) discrete samples – one from each point – that are submitted to a certified laboratory for analysis. King America will compile the results of these tests into an annual report to be provided to Plaintiff on or before the 1st of September annually, beginning on September 1, 2014. King America shall simultaneously submit this report to the EPD.

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EXHIBIT G WET Testing Protocol

Once per quarter (in March, June, September, and December) for three (3) years following entry of the Consent Decree, King America will collect instream samples twenty-five (25) feet above and below the permitted outfall discharge into the Ogeechee River. Acute and chronic whole effluent toxicity (WET) testing of these samples by a certified laboratory will be conducted concurrently using both Ceriodaphnia dubia and Daphnia ambigua. In performing the acute WET testing, the most current U.S. EPA acute aquatic testing manual shall be followed. The reference document for this method is “Methods for Measuring the Acute Toxicity of Effluents and Receiving Waters to Freshwater and Marine Organisms, 5th Edition, October 2002” or the most recently approved edition. In performing the chronic WET testing, the most current U.S. EPA chronic aquatic testing manuals shall be followed. The reference document for this method is: “Short-Term Methods for Estimating the Chronic Toxicity of Effluents and Receiving Water to Freshwater Organisms, 4th Edition, EPA-821-R02-013, October 2002” or the most recently approved edition. In addition to a reconstituted laboratory control test performed according to EPA protocols using MHRW 2611 laboratory prepared water for the serial dilutions, a parallel set of tests using Ogeechee River water collected upstream will also be conducted using a serial dilution with Ogeechee River water as dilution water. The results of the tests using the dual controls will be analyzed according EPA Section 7.1.3. King America will compile the results of these tests into a quarterly report to be provided to Plaintiff within thirty (30) days of the completion of each chronic WET test.

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EXHIBIT H Webpage Protocol For five (5) years following entry of the Consent Decree, King America will maintain a password-protected webpage for the dissemination of technical information such as sampling results to the Ogeechee Riverkeeper and its consultants. Ogeechee Riverkeeper will provide King America with a list of up to seven (7) individuals who will be authorized users and will be issued login credentials and passwords and will be provided with the website address. In order to receive such credentials and passwords, those individuals will need to provide an email address and phone number to King America. Ogeechee Riverkeeper may substitute an authorized user at any time by providing substitute information to King America and indicating which previously-authorized user is no long authorized. The password-protected webpage will include sampling results required to be collected and maintained for purposes of King America’s submission of Discharge Monitoring Reports (DMRs) to Georgia EPD and will include certain process control results maintained for King America’s operation of its wastewater treatment plant. In addition, PDF copies of the reports prepared pursuant to Section II.2 of the Consent Decree will be maintained on the website. For the following results that are collected, reported, and recorded by King America personnel for DMR purposes, the results will be posted within forty-eight (48) hours of collection and recording of any analysis (to the extent applicable): • Flow • pH (daily grab and daily high and low from continuous monitoring) • Temperature (daily grab and daily high and low from continuous monitoring) • Dissolved Oxygen (daily grab and daily low from continuous monitoring) • Peroxide • Color (effluent) For the following results that are collected and analyzed by an accredited laboratory for DMR purposes, the results will be posted by 9 a.m. on the third (3rd) day following King America’s receipt of final (i.e., non-provisional) data: • BOD5 • Chemical Oxygen Demand • Total Suspended Solids • Total Phenols • Total Chromium • Total Ammonia • Formaldehyde • Sodium • Sulfide • Whole Effluent Toxicity testing (effluent and in-stream)

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In-stream sampling of the Ogeechee River (i.e., color, pH, temperature, conductivity, ammonia, formaldehyde, sodium, sulfide, peroxide, and dissolved oxygen)

For the process control testing that King America maintains in the course of operating its wastewater treatment plant, the parties have agreed that – to the extent King America continues to utilize these parameters for process control and on the days that King America generates data for a particular parameter – the following parameters will be reported on the website: • • • • • • • • • • • • pH of the aeration basin influent (taken during the A.M. operator’s shift) Chemical Oxygen Demand of the aeration basin influent (taken during the A.M. operator’s shift) Dissolved Oxygen taken from Pier 4 within the aeration basin (taken during the A.M. operator’s shift) Mixed Liquor Suspended Solids within the aeration basin (daily grab sample) Mixed Liquor Volatile Suspended Solids within the aeration basin (not a daily sample, availability may vary) pH of the aeration basin effluent (taken during the A.M. operator’s shift) Return Suspended Solids from the clarifiers (not a daily sample, availability may vary) Sludge Volume Index from the clarifiers (not a daily sample, availability may vary) Ammonia within the clarifiers (daily grab sample) Chemical Oxygen Demand within the clarifiers (daily grab sample) Total Suspended Solids within the clarifiers (daily grab sample) Nitrate and Nitrite within the clarifiers (daily grab sample)

That data will be input into a spreadsheet and uploaded to the website by King America on a weekly basis and no later than noon Monday for the previous week’s data (which shall run from Sunday through Saturday). Any data which has not been quality-control verified by King America in time for the noon Monday upload will be uploaded once it is verified. No sooner than ninety (90) days following entry of the Consent Decree, the parties will discuss the format of the presentation of the data on the webpage to determine whether modification of the presentation of the data is necessary to facilitate Plaintiff’s review of same.

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EXHIBIT I Press Release

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November 20, 2013 FOR IMMEDIATE RELEASE Jointly Issued by Ogeechee Riverkeeper & King America Finishing, Inc. Contacts: • Don Stack, Stack & Associates, P.C. (co-counsel for Ogeechee Riverkeeper); dstack@stack-envirolaw.com / 404-525-9205 Hutton Brown, GreenLaw (co-counsel for Ogeechee Riverkeeper); hbrown@greenlaw.org / 404-659-3122 Christy Hull Eikhoff, Alston & Bird LLP (counsel for King America Finishing, Inc.) – christy.eikhoff@alston.com / 404-881-4496

Ogeechee Riverkeeper and King America Finishing Reach Accord, Settle Legal Disputes Ogeechee Riverkeeper (ORK) and King America Finishing have worked together to resolve a set of legal and regulatory battles that have been ongoing since a fish kill occurred in the Ogeechee River in May 2011. The settlement agreement puts in place comprehensive and stringent environmental protections and establishes programs to aid in restoration efforts along the river. The new terms alleviate ORK’s prior concerns over the issuance of a new wastewater discharge permit for the Screven County textile manufacturing plant. ORK had mounted several legal challenges to the proposed permit, but will drop those challenges under the terms of the settlement agreement, which are memorialized in a Consent Decree being filed in federal court in Savannah today. For the more than two years that the permitting battle has been ongoing, King America has operated under strict technical and testing requirements dictated by the Georgia Environmental Protection Division. Under the proposed Consent Decree, King America will make a $2.5 million monetary contribution to ORK to fund the organization’s continuing efforts to monitor and protect the ecosystem of the Ogeechee River. The manufacturing company has also already invested approximately half a million dollars towards the installation of new equipment in its wastewater treatment processes. King America will also spend another $2.5 million on additional upgrades at its plant to ensure that the Ogeechee River is a clean and well-protected natural resource for all of Georgia’s citizens. “With the new measures set forth in our Consent Decree, along with the terms and conditions of the new permit, ORK is confident that King America’s discharge will comply with the state and federal regulatory structure while protecting the vibrant biological and ecological life that thrives in and along the Ogeechee River,” said Riverkeeper Emily Markesteyn. “We believe that this new permit will protect the river,
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and this settlement provides ORK with the means to not only closely monitor the river on an ongoing basis, but also creates a process for discussing changes to the permit in the event that any problems come to light. It is our belief that this is the first such provision ever implemented in Georgia. And with King America’s substantial contribution to our organization, we will be able to continue to monitor and improve river conditions for years to come.” ORK intends to use the funds contributed by King America in this settlement to collect more comprehensive data on the Ogeechee than ever before and continue to serve as a watchdog for the health of the watershed. ORK will closely monitor river conditions upstream and downstream from King America and will expand its research and advocacy to eliminate harmful pollution from point and non-point sources along the Ogeechee. Through these and other programs, ORK will continue to serve as a regional and state leader of clean water advocacy through research, education, and legislative initiatives. Environmental lawyer and advocate Don Stack commended King America Finishing for its efforts since the fish kill. “King America has stepped up to the plate and agreed to the most comprehensive water testing regimen that I’ve encountered in my nearly 30 years of advocating to protect the natural resources in the State of Georgia. I am glad that the company and ORK worked cooperatively to develop these programs, and we expect that King America will live up to their commitment to operate in an environmentally responsible manner.” Hutton Brown, senior attorney with GreenLaw and co-counsel for ORK alongside Stack & Associates, P.C., noted that the size of King America’s monetary donation makes it one of the largest settlement payments in Georgia history by a company for water-based environmental claims. King America also expressed satisfaction with the resolution. “After a long and productive dialogue with Ogeechee Riverkeeper, we are pleased that we have finally been able to make peace with one another,” said Michael Beasley, President of King America. “We look forward to continuing to work cooperatively with them in the coming months and years.” After the May 2011 fish kill, it was discovered that King America had not updated its wastewater discharge permit when it installed new flame retardant lines at its plant in 2006. King America entered into a Consent Order with the State agreeing to pay more than $1.3 million to fund Supplemental Environmental Projects. Those projects include third party monitoring of King America’s discharge and analysis of both the wastewater and the river conditions. ORK will use some of King America’s settlement contribution to retain independent experts to conduct additional investigation, monitoring, and analysis. King America Finishing is located in Screven County, Georgia, and employs almost 500 workers from Screven, Bulloch, Jenkins and other surrounding counties.

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King America produces flame resistant fabrics used in clothing to protect workers in the electric utility, petrochemical, and steel mill industries. Through grassroots advocacy, public education and monitoring, ORK operates with a mission to protect, preserve and improve the water quality of the Ogeechee River basin. ORK has been instrumental in clean water advocacy in the state of Georgia for more than eight years.

For more information about the Ogeechee Riverkeeper, please visit: http://www.ogeecheeriverkeeper.org. For more information about King America, please visit: http://www.kingamericafinishing.com/press.html.

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