SW8030501_COMPLIANCE_20130322

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW x-3D2I
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
❑ HISTORICAL FILE
COMPLIANCE EVALUATION INSPECTION
DOC DATE
T
YYYYMMDD

NC®ENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Pat McCrory
Governor
Ms. Gaye Mashburn, MemberlManager
Morehead Plaza, LLC
PO Box 2205
Morehead City, NC 28557
Dear Manager:
Charles Wakild, P, E.
Director
March 22, 2013
CERTIFIED MAIL # 7008-1140-0002-3401-3819
RETURN RECEIPT REQUESTED
Subject: NOTICE OF VIOLATION
NOV-2013-PC-0096
Lowes Foods Store Morehead Plaza
Improper Disposal of Building Material Waste
Carteret County
Jahn Skvarla
Secretary
On March 19, 2013, our office received a complaint about a white substance dumped into a storm drain
located in the parking lot of the Lowes Foods Store in Morehead City. Jean Conway, from the Division of Water
Quality, confirmed that a white substance had been discharged into the storm drain drop inlet that drains to Calico
Creek. A mound of what appeared to be sheetrock compound was observed in the bottom of the drop inlet located
next to the handicapped parking space in front of the Lowes Foods Store. The store manager confirmed that workers
at the store were conducting renovation work at night that involved sheetrock installation and they may be improperly
disposing of the waste.into the storm drain.
Ms. Conway informed the manager that this is an unacceptable practice and disposing of industrial waste to
surface waters of the state is a violation of NC General Statute §143.215.1, which prohibits discharge to waters of the
Slate without a permit. The manager was instructed to have the substance removed from the storm drain and notify
the workers to properly dispose of the building material waste.
If disposing of this wastewater into a sanitary sewer for treatment at a municipal wastewater treatment
facility is not available, you should contact the product manufacturer to determine proper storage and disposal of this
waste product. However, the municipal treatment plant should be notified prior to disposal in the sanitary sewer as
certain products may upset wastewater treatment plant systems.
Please respond in writing to this office within 10 days upon receiving this notice. Your letter should
include corrective actions taken to clean up the waste and how you propose to prevent future occurrences.
Be advised that North Carolina General Statute §143-215.6A allows for the assessment of civil
penalties of up to $25,000 per day per violation.
Thank you for your attention to this matter. If you have any questions, you may contact me or either Jean
Conway at 910-796-7215.
Jarites H. Gregson
' C_.
Re - naj Supervisor
Surface1Nater Protection Section
Enclosure: Incident Report
cc: WiRO files (Complaint file Carteret County)
NPS ACOU
WIRO SW8030501
127 Cardinal Drive, Ext., Wilmington, North Carolina 28405 one
Phone: [phone] FAX: [phone] Internet: hftpJ1portal. ncdenr.orglweblwq North C arolina
An Equal Opportunity 1 Affirmative Action Employer Naturatlr�

n
o WATo Incident Report
o �
o -c
Report Number: 201300596
Incident Type: Complaint
On -Site Contact:
Category: Other
First/Mid/Last Name:
Incident Started: 03119l2013
Company Name:
County: Carteret
Phone:
City: Morehead City
PagerlMobile Phone: 1
Farm #:
Responsible Party:
Reported By:
Owner: Morehead Plaza LLC
First/MidlLast Name: Andrew Haines
Permit: SW8030501
Company Name:
Facility: Lowes Food Store at Morehe
Address:
First Name: Gaye
Middle Name:
CitylStatelZip:
Last Name: Marshburn
Phone: [phone]
Address PO Box 2205
Pager/Mobile Phone: 1
City/State/Zip: Morehead City NC 28557
Phone:
Material Category: Estimated Qty: UOM
Chemical Name Reportable Qty. lbs. Reportable Qty. kgs.
DD:MM:SS Decimal
Position Method:
Latitude:
Position Accuracy:
Longitude: Position Datum:
Location of Incident: Lowes Foods at Morehead City Plaza
Address: Hwy 70
City/State/Zip Morehead City NC 28557
Report Created 03/22/13 09:59 AM
Page I

Cause/Observation: Directions:
White substance similar to sheetrock compound was observed in
a storm drain at handicapped parking spot in front of store.
Action Taken:
Inspected site and spoke with manager who stated that work
was being conducted during the night that involved sheetrock
work.
Incident Questions:
Did the Material reach the Surface Water? Unknown
Surface Water Name?
Did the Spill result in a Fish Kill? Unknown
If the Spill was from a storage lank indicate type.
Containment? Unknown
Cleanup Complete? Unknown
Water Supply Wells within 1500ft : Unknown
Event Type Event Date
Incident closed
Requested Additional Information
Report Received
Referred to Regional Office - Primary Contact
Comments:
Instructed manager to direct workers to dispose of waste materials
properly and to clean out the waste from the bottom of the storm drain
drop inlet.
Conveyance:
Estimated Number of fish?
(Above Ground or Under Ground)
Groundwater Impacted : Unknown
Due Date Comment
Report Created 03122/13 09:59 AM Page 2

a
deport Entered
'Incident Start
Standard Agencies Notified:
Agency Name Phone
Other Agencies Notified:
Agency Name Phone
DWQ Information:
Report Taken By:
2013-03-22 10:58:12
2013-03-19 12:00:00
First Name M.I. Last Name Contact Date
First Name M.I. Last Name Contact Date
Report Entered By: Regional Contact:
Jean Conway
Phone:
Date/Time: 2013-03-22 10:58:12 AM
Referred Via:
Did DWO request an additional written report?
It yes, What additional information is needed?
Report Created 03/22/13 09:59 AM Page 3

f
ROBERT M. CHILES, P.E.
ENGINEERS, CONSULTANTS
6
MARINE SURVEYORS
417-A BROAD ST.
P.O. BOX 3496
NEW BERN, NORTH CAROLINA 28564-3496
September 26, 2003
Ms. Linda Lewis
NCDENR
Division of Water Quality
127 Cardinal Drive
Wilmington, NC 28405
Phone [phone]
Subject: SW8030501
Lowes Foods at Morehead Plaza
Reference: (a) Your e-mail September 25, 2003 same subject
BUSINES& 252-637.4702
FAX:[phone]
rncengr ®econnecl.nel
Enclosure: (1) Two (2) copies of Operation and Maintenance Plan for Pervious
Planting Areas, RMC# 2002188 revised 9/26/03
Dear Ms. Lewis:
Enclosed please find two (2) copies of the signed and notarized Operation and
Maintenance Plan for the subject project. This plan has been further revised to more fully
include items requested in your earlier e-mails.
lewis3ltndoc
Very Truly Yours,
Robert M. Chiles, P.E.
RECEIVED
SEP 2 9 2003
a 3USol
PROM # SLU8
MECHANICAL, CIVIL, AND MARINE ENGINEERING
COMMERCIAL, INDUSTRIAL, MARINE AND RAILROAD FACILITIES DESIGN
FORENSIC ENGINEERING AND FAILURE ANALYSIS
MARINE HYDROGRAPHIC AND LAND SURVEYS
BOUNDARY SURVEYS AND MAPPING SERVICE

` OPERATION & MAINTENANCE PLAN
FOR
PERVIOUS PLANTING AREAS
LOWES FOODS STORE AT MOREHEAD PLAZA
MOREHEAD CITY, NORTH CAROLINA
SW8 030501
Planting Soils -
A. Test pH of the soils every six (6) months.
B. Apply alkaline materials such as limestone as indicated in the soils test.
C. Should the plant biological functions become impaired and the plants experience dwarfed
growth or mortality, conduct additional soil tests to determine the extent of accumulation
of toxins and heavy metals. Correction of this condition will require removal of the
contaminated soil.
D. Annual inspections shall be conducted after a storm event to ensure infiltration
performance.
2. Mulch -
A. The crushed landscape stone mulch shall be leveled and replenished as necessary every
six months.
3. Erosion -
A. Check the system for erosion and repair any eroded areas.
4. Plant Materials -
A. Remove and replace all dead and diseased vegetation on a twice yearly basis during the
period March 15 to April 30 and again during the period of October 1 to November 30.
B. After planting, plants shall be watered at the end of each day for fourteen consecutive
days.
C. Review missing, damaged or undersized support stakes and deficient wires every six
months or whenever needed.
5. General -
A. Plant material upkeep to include addressing problems associated with disease infestation,
replacing dead plant material, and any necessary pruning shall occur on an every 30 day
basis after installation.
B. Inspect system monthly or after every runoff producing rainfall, whichever comes first.
C. Removal, reconstruction and restoration of the infiltration system will be necessary when
the infiltration rate drops to unacceptable levels. Infiltration rate should allow island to
completely drain in less than 12 hours. Reconstruction should the system fail could
include removal and replacement of soils to four (4) feet down.
Gaye W. Mashbu Date ry Public
er Operations Manager I 1 C-
p g
Morehead Plaza, LLC W
R EIVED
ED C rj
RMC# 2002188 _
Revised 9/26/03 SEP 2 0 2003 ENCL(4) , Y
DWQ
PROJ # �� ) Sol

e

CEP-26-03 F I 3:41 PM ROBERT M CHILH P.E,
■
r
417•A BROAD ST.
P.O BOX349B
NEW BERN, NORTH CAROLINA295B4.3490
TO:
FAX NO.:
FROM:
FAX NO. 2526373100
ROBERT M. CHILES, P.E.
ENGINEERS. CONSULTANTS
a
MARINE SURVEYOR$
FACSIMILE COVER SHEET
Ms. Linda Lewis
910-350-2004
Robert M. Chiles, P.E.
V U5INES5: 252.637-4702
FAX:[phone]
nwgr4rcconnect,net
NO. PAGES (including this page): 3 email address: [e-mail]
DATE: 9126/03
TIME'
AM 3:35 PM
PROJECT: Lowes Foods at Morehead City RMC JOB NO.: 2002188
REMARKS:
Ms. Lewis:
You will also receive these documents by FedEx on Monday, September 29,
2003.
MECHANICAL, CIVIL, AND MARINE ENGINEERING MARINE HYDROGAAVHIC ANO LAND SURVEYS
CONMERCIAL, INDUSTRIAL, MARINE AND RAILROAD FACILITIES DE51QN
FORENstO ENQINEEMNO AND FAILURE ANALYSIS BOUNDARY SURVEYS ANO MAPPING SERVICE

EP- -03 F R 1 42 PIv! ROBERT M CHILES P, E. FAX NO, 2026373100 �, ?
�r
ROBERT M. CHILES, P.E.
ENGINEERS.CONSULTANTS
a
MARINE SURVEYORS
A 17-A BROAD ST, BUSINES5:252-1 37-4702
P.O. BOX 3409 FAX: [phone],3100
NEW BERN, NORTH CAROLINA 28564-34% rmce%e4cconnau.np1
September 26, 2003
Ms. Linda Lewis
NCDENR
Division of Water Quality
127 Cardinal Drive
Wilmington, NC 28405
Phone [phone]
Subject: SW8030501
Lowes Foods at Morehead Plaza
Reference: (a) Your e-mail September 25, 2003 same subject
Enclosure: (1) Two (2) copies of Operation and Maintenance Plan, for Pervious
Planting Areas, RMC# 2002188 revised 9/26/03
Dear Ms. Lewis:
Enclosed please find two (2) copies of the signed and notari2ed Operation and
Maintenance Plan for the subject project. This plan has been further revised to more fully
include items requested in your earlier e-mails.
Very Truly Yours,
p.C1� CARP
Ft5S/0'ti 9
�'y�
Robert M. Chiles, P.E. _ SEAL-
5365
lewis3ltr.doc •����•�GItyE�;�\�<t,�`
M.
MECHANICAL, CIVIL. AND MARINE ENGINEEMNIG MARINE HYDAOGRAPHIC AND LAND SURVEYS
CGA1MeRCIAL, INDUSTRIAL. MARINEANO RAILROAD FACILITIES DESIGN
FORENSIC ENGINEERIN13 AND FAILUREANALYSES BOUNDARY SURVEYS AND MAPPING SERVICE

;LF-i ,-ii rFi �: 2 PNl R()B�P,T )� C iII P� P. E. FAx NO. 2526373100
P. 3
OPERATION & MAINTENANCE PLAN
FOR
PERVIOUS PLANTING AREAS
LOWES FOODS STORE, AT MOREHEAD PLAZA
MOREHEAD CITY, NORTH CAROLINA
SW8 030501
1. Planting Soils -
A. Test pH of the soils every six (6) months.
B. Apply alkaline materials such as limestone as indicated in the soils test.
C. Should the plant biological functions become impaired and the plants experience dwarfed
growth or mortality, conduct additional soil tests to determine the extent of accumulation
of toxins and heavy metals. Correction of this condition will require removal of the
contaminated soil.
D. Annual inspections shall be conducted after a storm event to ensure infiltration
performance.
2. Mulch -
A. The crushed landscape stone mulch shall be leveled and replenished as necessary every
six months.
Erosion -
A. Check the system for erosion and repair any eroded areas.
4. Plant Materials -
A. Remove and replace all dead and diseased vegetation on a twice yearly basis during the
period March 15 to April 30 and again during the period of October I to November 30.
B. After planting, plants shall be watered at the end of each day for fourteen consecutive
days.
C. Review missing, damaged or undersized support stakes and deficient wires every six
months or whenever needed.
5. General -
A. Plant material upkeep to include addressing problems associated with disease infestation,
replacing dead plant material, and any necessary pruning shall occur on an every 30 day
basis after installation.
B. Inspect system monthly or after every runoff producing rainfall, whichever comes first.
C. Removal, reconstruction and restoration of the infiltration system will be necessary when
the infiltration rate drops to unacceptable levels. Infiltration rate should allow island to
completely drain in less than 12 hours. Reconstruction should the system fail could
include removal and replacement of soils to four (4) feet down,
Gaye W. Mashburn— Date
Operations Manager
Morehead Plaza, LLC
Public
RMC4 2002188
Revised 9/26/03 ENCL(4)

P. 1
FILE MODE
857 -MEMORY TX
* * COMMUNICATION RESULT REPORT ( SEP.25.2003
OPTION
REASON FOR ERROR
E-1) HANG UP OR LINE FAIL
E-3) NO ANSWER
ADDRESS (GROUP)
---- 82526373100
4:38PM )
TTI
RESULT
----------OK
-
NCDENR WIRO
PAGE
--------- --- P.
E-2) BUSY
E--4) NO FACSIMILE CONNECTION
�OF WAMichael F. Easley, Governor
William G. Ross Jr. Secretary
�Q North Carolina Department of Environment and Natural resources
j Alan W. Klimek P.E.,Director
p Division of Water Quality
Caleen H. Sullins, De uty Director
14Y Division of Water Quality
FAX COVER SHEET
Date: September 25, 2003
To: Bob Chiles, P.E.
Company:
FAX #: [phone]
No. of Pages: 2
From: Linda Lewis
Water Quality Section - Stormwater
FAX # [phone]
Phone # [phone]
DWQ Stormwater Project Number: SWB 030501
Project Name: Lowes Foods at Morehead Plaza
MESSAGE:
Mr. Chiles:
Even though your letter indicates that the O&M is revised to include the items requested
in my 9/11 emails, the O&M's you sent are exactly the same as before, and do NOT
include the requested changes.
Perhaps the revised ones are still in your office?

OF WArFR Michael F. Easley, Governor
- p William G. Ross Jr. Secretary
� North Carolina Department of Environment and Natural kesources
60 Alan W. Klimek, P.E.,Director
p Division of Water Quality
Coleen H. Sullins, Deputy Director
Division of Water Quality
FAX COVER SHEET
Date: September 25, 2003 No. of Pages: 2
To: Bob Chiles, P.E. From: Linda Lewis
Company: Water Quality Section - Stormwater
FAX #: [phone] FAX # [phone]
Phone # [phone]
DWQ Stormwater Project Number: SW8 030501
Project Name: Lower Foods at Morehead Plaza
MESSAGE:
Mr. Chiles:
Even though your letter indicates that the O&M is revised to include the items requested
in my 9111 emails, the O&M's you sent are exactly the same as before, and do NOT
include the requested changes.
Perhaps the revised ones are still in your office?
Additionally, please reference the State Project number on all your correspondence.
Thanks
RSSlarl: S:IWQSISTORMWATIADDINF0120031030501.sep03
N. C. Division of Water Quality 127 Cardinal Drive Extension [phone] Customer Service
Wilmington Regional Office Wilmington, NC 28405 [phone] Fax [phone] NCDENR

OPERATION & MAINTENANCE PLAN
FOR
PERVIOUS PLANTING AREAS
LOWES FOODS STORE AT MOREHEAD PLAZA
MOREHEAD CITY, NORTH CAROLINA /
Planting Soils -
A. Test pH of the soils every six (6) months.
B. Apply alkaline materials such as limestone as in cated in the soils test.
C. Should the plant biological functions become ' paired and the plants experience
dwarfed growth or mortality, conduct additi al soil tests to determine the extent
of accumulation of toxins and heavy meta . Correction of this condition will
require removal of the contaminated so' .
D. Annual inspections shall be conducte after a storm event to ensure infiltration
performance.
Mulch -
A. The crushed landscape stone ulch shall be leveled and replenished as necessary
every six months. Check t system for erosion and repair any eroded areas.
Plant Materials -
A. Remove an/pts
dead and diseased vegetation on a twice yearly basis
during the p15 to April 30 and again during the period of October I
to Novembe
B. After plantiall be watered at the end of each day for fourteen
consecutiveC. Review mised or undersized support stakes and deficient wires every
needed.
4. General -
A. Plant Tfiterial upkeep to include addressing problems associated with disease
infes lion, replacing dead plant material, and any necessary pruning shall occur
/should
every 30 day basis after installation or after every runoff producing rainfall,
hever comes first.
val, reconstruction and restoration of the infiltration system will be
sary when the infiltration rate drops to unacceptable ievels. Infiltration rate
aliow island to completely drain in less than 12 hours. Reconsiruc�ion
include removal and replacement of soils to four (4) feet down.
/1', , P a 6Z3 4-
Ga e W. Mas urn Date Notary Public
Aerations Manager oa'tuj
Morehead Plaza. LLC —1d
RMC# 2002188
Revised 9/17/03 ENCL(4)

R
ROBERT M. CHILES, P.E.
ENGINEERS, CONSULTANTS
a
MARINE SURVEYORS
417-A BROAD ST.
P.O. BOX 3496
NEW BERN, NORTH CAROLINA 28564-3496
September 16, 2003
Ms. Linda Lewis
NCDENR
Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
S
PLSEIP 2 4 2003
�______BUSINESS:252-6374702 0
�� � FAY 252-637.3111R
Subject: Morehead Plaza, LLC / Lowes Food Store, Carteret County
RMC Project 2002188
Reference: (a) Your a -mails Thursday, September 11, 2003, 07:21:54, 07:21:20, and
07:21:32
Enclosure: (1) Operation and Maintenance Plan for Pervious Planting Areas revision
dated Sept. 17, 2003. (2 copies)
Dear Ms. Lewis:
As requested by your e-mail, reference (a), we hereby submit the following:
1. The Operation and Maintenance Plan (item l .D.) has been changed to read
"Inspections shall be conducted after each storm event to ensure infiltration
performance."
2. The Operation and Maintenance Plan (item 2.A.) has been revised to add the
erosion inspection and repair.
3. The Operation and Maintenance Plan (item 4.A.) has been revised to require
inspection every 30 days or after every rainfall event.
MECHANICAL, CIVIL, AND MARINE ENGINEERING MARINE HYDROGRAPHIC AND LAND SURVEYS
COMMERCIAL, INDUSTRIAL, MARINE AND RAILROAD FACILITIES DESIGN
FORENSIC ENGINEERING AND FAILURE ANALYSIS BOUNDARY SURVEYS AND MAPPING SERVICE

4. The Operation and Maintenance Plan (item 4.13.) addresses repair of the
infiltration system and therefore no alternate measures are proposed.
5. Mr. William E. Hicks is listed in the signature block of the "Operating
Agreement of Morehead Plaza, LLC" that was provided to you with our letter
of July 1, 2003. Above Mr. Hick's and Mrs. Mashburn's signatures on this
agreement is "Operators" and below each signature is "Title: Manager".
Section Vill of the re -signed permit application that was provided to you with
our letter August 29, 2003 is shown "Operators: Managers 1 MP Operators
LLC" above the typed names of Gaye W. Mashburn and William E. Hicks,
Both Mrs. Mashburn and Mr. Hicks are thereby designated as both Managers
and Operators per the agreement.
6. As regards building drainage, the total building area on the site has been
reduced by the redevelopment project and the new paved area replacing a
portion of the removed building has been directed to a pervious planting area.
Otherwise the roof downspouts are directed as before to the rear parking lot.,
I trust that the above information will be sufficient for your office to issue the
stormwater permit for the subject project.
Very Truly Yours,
CI
Robert M. Chiles,-'P •e SEAL. �•
5365
�c
�. O�••NG1NE�:� ���;
lewis2ltndoc

OPERATION & MAINTENANCE PLAN
FOR
PERVIOUS PLANTING AREAS
LOWES FOODS STORE AT MOREHEAD
MOREHEAD CITY, NORTH CAR, NA
Planting Soils -
A. Test pH of the soils every six (6) months.
B. Apply alkaline materials such as limesto a as indicated in the soils test.
C. Should the plant biological functions come impaired and the plants experience
dwarfed growth or mortality, condu additional soil tests to determine the extent
of accumulation of toxins and hea metals. Correction of this condition will
require removal of the contamin ed soil.
D. Annual inspections shall be co ducted after a storm event to ensure infiltration
performance.
2. Mulch -
A. The crushed landscape one mulch shall be leveled and replenished as necessary
every six months. Ch k the system for erosion and repair any eroded areas.
3. Plant Materials -
A. Remove and repl a all dead and diseased vegetation on a twice yearly basis
during the perio March 15 to April 30 and again during the period of October 1
to November 3 .
B. After plantin , plants shall be watered at the end of each day for fourteen
consecutive ays.
C. Review m' sing, damaged or undersized support stakes and deficient wires every
six mont s or whenever needed.
4. General -
A. Plan aterial upkeep to include addressing problems associated with disease
inf tation, replacing dead plant material, and any necessary pruning shall occur
of an every 30 day basis after installation or after every runoff producing rainfall,
ichever comes first.
B. emoval, reconstruction and restoration of the infiltration system will be
necessary when the infiltration rate drops to unacceptable levels. Infiltration rate
should allow island to completely drain in less than 12 hours. Reconstruction
could include removal and replacement of soils to four (4) feet down.
W. Ma*burn
s Manager
ead Plaza, LLC
RMC# 2002188
Revised 911 7103
F 4-a
ate
Nntnry iINIir
ENCL(4)

ROBERT M. CHILES, P.E.
ENGINEERS, CONSULTANTS
S
MARINE SURVEYORS
417-A BROAD ST.
PA. BOX 3496
NEW BERN, NORTH CAROLINA 28564-3496
To: Ms. Linda Lewis
Environmental Engineer
NCDENR/DWQ
127 Cardinal Drive Extension
Wilmington,'NC 28405
Subject: Lowes Foods Store
At Morehead Plaza
Carteret County
BUSINESS: 252-637.4702
-FAX: [phone]
rm ce ngr ®ceon nett. ne t
July 1, 2003 9 571 ff t,71 -17 rn�
J1�1- 8 2003 ,
Ref: a) DWQ Stormwater Project No. SW8-030501
b) Your letter dated June 27, 2003 "Request for Additional Information"
Enclosure: (1)
Copy of SWU-101 version 3.99 with applicant's name printed in addition
to signature.
(2)
Site Plan for Lowes Foods Store site dated 4/16/2003 revised 7/3/03.
(3)
Stormwater Plan for Lowes Foods Store site dated 4/16/2003 revised
7/3/03.
(4)
Demolition Plan for Lowes Foods Store site dated 4/4/2003 revised 7/3/03.
(5)
Landscape Plan for Lowes Foods Store site dated 4/16/2003 revised
7/3/03.
(6)
Bio-retention area calculation sheet.
(7)
Operation and Maintenance Plan,
(8)
Verification of Gaye Wellons Mashburn as Operations Manager of
Morehead Plaza LLC.
Dear Ms. Lewis:
As requested in your letter, reference (b), your form SWU-101 as submitted to you has been revised
to include the printed name of Gaye Wellons Mashburn above the applicants signature. The
additional information beyond that required in SWU-I 01 is enclosed and is as follows per each item
in your letter, reference (b).
Pagel of 3
MECHANICAL, CIVIL, AND MARINE ENGINEERING MARINE HYDROGRAPHIC AND LAND SURVEYS
COMMERCIAL, INDUSTRIAL, MARINE AND RAILROAD FACILITIES DESIGN
FORENSSC ENGINEERING AND FAILURE ANALYSIS BOUNDARY SURVEYS AND MAPPING SERVICE

1'
i. No wetlands as defined by Section 404 of the Clean Water Act exist anywhere on the site.
In fact the site is fully developed with asphalt paving or commercial structures. This project
involves redevelopment of an existing commercial shopping center store site. As we stated
in our letter of April 29, 2003, there will be no net increase of built upon area at the site. "No
Wetlands" note has been added to the Site Plan, enclosure (2).
2. The design of the bio-retention islands varies from that specified in Chapter 4 of the BMP
guidance document referenced in your letter in that the parking requirements for the site limit
the width of each island to 9 feet except for the triangle shaped islands. The length is more
than twice the width and the use of porous landscape stone assures that the entire area within
the bio-retention island is available to maximize the storage of runoff as well as to maximize
the area of adsorbent surface for draw down. The ponding depth is six (6) inches.
As for determination of the required bio-retention area for Section 4.4 of Chapter 4 of the
BMP document we utilized the total 7.28 acres (317,117 sq. ft.) of redevelopment area with
this 7.28 acres being all pavement or roof. The calculation to size the bio-retention areas as
follows per the BMP document:
Bio-Retention Areas
Sizing Computation
Area "C"Development Sq. Feet Factor C x Area
317,117 090 285,405
Bio-Retention Area Size
Without Sand Bed (7% sum of C x Area)
= 0.07 x 285,405 = 19,980 sq. ft.
The attached proposed bio-retention area calculation sheet (enclosure (6)) shows that the
areas of five (5) large triangles, the five (5) irregular shapes and the seventeen (17) islands
total an area of 28,380 sq. feet or some in excess of the required 19,980 sq. feet. The added
area of 8,400 sq. feet will compensate for deviations from the BMP design recommendation.
The Operation and Maintenance Plan is included herein as enclosure (7).
4. The Landscape Plan is included herein as enclosure (5).
Each planted island is to be included as a bio-retention area as noted in our above response
to your paragraph (2). The individual drainage areas report to more than one bio-retention
area with one filling then overflowing to the next. It is the intent to provide the maximum
treatment to the greatest quantity of runoff with the limitation being the existing grades of
the existing asphalt that covers the parking area.
Page 2of3

6. The bio-retention island detail shown has been developed to provide stormwater treatment
within an existing asphalt paved parking lot without requiring ripping up the asphalt
pavement, the removal and reconstruction of the existing stormwater drainage system, and
hauling in the additional fill as necessary to change all the grades prior to placing new
subgrade stone and asphalt. The intent of the proposed bio-retention islands is to improve
the treatment of the stormwater runoff to the maximum extent practicable without complete
re -construction of the existing parking lot and at the same time maintaining the number of
parking spaces necessary for continuing use of the site as a commercial shopping area. The
bio-retention island detail shown on the plans provides the stormwater runoff retention and
treatment without including the grass buffers and some of the other elements as shown on
figure 10 of the BMP document. The use of landscape stone is included to provide three (3)
functions: (1) To provide a filter in place of the grass buffer; (2) To provide a void storage
of the runoff; and (3) To provide a level area due to safety concerns for customers parking
next to the islands.
The surface runoff not retained within the various bio-retention islands will sheet flow
across the remainder of the parking area and discharge to the existing stormwater collection
systems through the various existing drop inlets. The site is without sufficient grade
separation to allow flow from the existing stormwater drainage system to return to surface
flow into a new bio-retention area. Therefore this portion of the existing stormwater system
will include treated and some untreated stormwater.
8. The site plan, enclosure (2), has been updated to show dimensions and areas of the structures
on the site as well as a statement that no wetlands exist on the site.
9. The form SWU-101, enclosure (1) has had the applicants name printed in the item VII in
addition to the signature.
10. The verification of the LLC Manager status is included as enclosure (8) as Article VI
"MANAGEMENT" of the company organization documents.
I trust that the above information as well as the enclosed drawings and documents will be sufficient
for your office to complete the review of the subject Stormwater Plan. The work on this project is
currently well behind schedule pending completion of your review of the Stormwater Management
Plan and any assistance in your early action will be appreciated.
Very Truly Yours,
VIE i it}IV1
1�i
RobertIvJOW.., S,qP )`�.;,.
k`' O fiy
�.�OFSSS7,-*, 9
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PERVIOUS PLANTING ISLAND DATA
ISLAND
ISLAND
RUNOFF VOLUME
ISLAND-
AREA .
VOLUME
TRIBUTARY
1 INCH RAINFALL
% RUNOFF
NO.
SQ. FT.
CU. FT.
AREA SQ. FT.
CU. FT.
TREATED
1
4901
2451 ,,
10959
913 — 8 tp-3
270%
2
4512
2256 '
12146
1012 — G CoZ
223%
3
5042
2521
7330
610 ^ S?o
413%
4
2678
1339
6505
542 — S15
247%
5
473
237
11478
957 — Qo9
24%
6
290
145
2606
217 Zo(o
67%
7
294
147
487
40 39
367%
8
568
284
2568
214 _— 203
133%
9
486
243
486
40 3-Z
607%
10
939
470
6186
515 4�tv
91 %
11
356
178
3075
256 _ 243
69%
12
3924
1962
31861
2655 _ 2522
74%
13
346
173
4666
398 _ 30
45%
14
346
173
807
67 _ cv4
258%
15
346
173
526
44 42
393%
16
346
173
1198
100 95
173%
17
346
173
779
65 _ (:oZ
266%
18
346
173
3541
295 _ Vo
58%
19
346
173
709
59 _ 5(,
293%
20
346
173
520
43 _ 4-1
400%
21
346
173
1173
98 _ 93
177%
22
346
173
559
47 _ 4-4
368%
23
346
173
1490
124 _ 1 I q
140%
24
346
173
1490
124 _ 11 q
140%
25
346
173
1095
91 _ S1
190%
26
346
173
406
34 32
500%
27
346
173
1273
106 --1o1
163%
28
545
273
545
45 _ 43
600%
29
238
119
2543
212 _ Zvi
56%
30
548
274
2843
237 _ 22S
116%
31
382
191
4192
349 _ 332
55%
TOTALS 31366 15683 126042
2153''xF
TOTAL SITE AREA = 317053—SQ. FT
10503 9918
(7.28 AC.)
WITH REDEVELOPMENT, IN EXCESS OF 409 OF TOTAL
SITE AREA RUNOFF IS TREAT16110ECEIVED
149% 157Yp
sS/p,..;
SEAS.
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ROBERT M. CHILES, P.E.
ENGINEERS, CONSULTANTS
A
MARINESURVEYORS
417-A BROAD ST.
P.O. BOX 3496
NEW BERN, NORTH CAROLINA28564.3496
April 29, 2003
To: Ms. Linda Lewis
NCDENR
Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405
Subj.: LOWES FOODS STORE at MOREHEAD PLAZA
Morehead City, North Carolina
RMC Project No. 2002188
BUSINESS: 25 2-637.4702
FAX:[phone]
rmcengrQ=nnect.net
Ene.: 1) Stormwater Management Plan for LOWES FOOD STORE at MOREHEAD
PLAZA
Dear Ms. Lewis:
We are providing the enclosed Stormwater Management Plan for your review and
consideration for approval. The project will consist of removal of two (2) commercial
buildings, construction of a new LOWES FOOD STORE on the site of one of the
removed buildings, redesign of the parking lot and connection of an additional driveway
to Arendell Street. The total built upon area will have no net increase and in fact will
result in slightly less impervious area due to the three (3) sodded islands added to the
parking area. In addition to a reduction in the impervious area on the site, the parking
islands will be redesigned as shown on the plan to provide small bio-retention 1
infiltration areas for the first flush on the surface runoff.
Based upon the above information and the enclosed Stormwater Management Plan, and
on behalf of our client, Morehead Plaza, LLC, we hereby request your approval of the
subject project as redevelopment since:
(1) There will be no net increase in built -upon area.
(2) There will be greater stormwater control than the prey,qp4 development.
fill,
Rojrt CIMM, P.
cc: RMC File No. 200218$ ��� Poe
F
N `
MECHANICAL, CIVIL, AND MARINE ENGINEERING MARINE HYDROGRAPHIC AND LAND SURVEYS
COMMERCIAL, INDUSTRIAL, MARINE AND RAILROAD FACILITIES DESIGN
FORENSIC ENGINEERING AND FAILURE ANALYSIS BOUNDARY SURVEYS AND MAPPING SERVICE

I
OPERATING AGREEMENT
OF
MOREHEAD PLAZA;"LLC
A NORTH CAROLINA LIMMD LIABILITY COMPANY
THIS OPERATING AGREEMENT (the "Agreement") for Morehead Plaza, LLC, a North
Carolina limited liability company, is entered into, and shall be effective as of March 2003,
by and among the undersigned parties and all other Persons who hereafter shall become
Managers, Members or Assignees in accordance with the provisions hereof and who are listed
as such on the books and records of the Company, all in accordance with and pursuant to the
provisions of the North Carolina Limited Liability Company Act.
The Company was formed as a single -member limited liability company on January 27,
2003 by E. Blanton Hamilton; Jr.. Mr. Hamilton has,. effective as of the date hereof, assigned all
of his interests in the Company to the Members, as defined herein. In consideration of the
mutual promises made herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
Capitalized words and phrases used in this Agreement shall have the meanings set forth
in this Article I unless defined elsewhere herein:
"Act" means the North Carolina Limited Liability Company Act.
"Additional Members" is defined in Section 3.3_
"Affiliate" of a specified Person means any other Person who directly or indirectly
controls, is controlled by, or is under common control with such specified Person, including
-employees and- other agents of such Person. For this purpose, "control" of a Person- means
possession, directly or indirectly (through one or more intermediaries), of the power to direct or
cause the direction of management and policies of such Person through ownership of voting
securities (or other ownership interests), contract, voting trust or otherwise.
"Agreement" means this Operating Agreement as originally executed, including all
schedules and exhibits hereto, as the same may be amended, supplemented, modified or
restated .from time to time. This Agreement shall govern the affairs of the Company and the
conduct of its business, and shall be binding upon all Members.
"Approv_al" means, with respect to a Member or Manager (as the case may be), either
the written consent of such' Person through its duly authorized representative or the affirmative
vote of that Person at a meeting through its duly authorized representative, as the case may be,
to do that for which the Approval of such Person is given. "Approve" means, with respect to a
Member or Manager (as the case may be), giving Approval for any such action. To be
Approved by, or receive the Approval of, the Members or the Managers requires the requisite
level of Approval of the Members or the Managers provided in Article VI or Article VII (as the
2077855.07
U& cx
�R4.4`N - ENu-L�)

case may be) or as otherwise expressly provided in this Agreement, the Act or other applicable
law.
"Articles of Organization" means the Articles of Organization of the Company, attached
hereto as Exhibit A, as amended or restated from time to time in accordance with the terms' of
this Agreement and filed with the Secretary of State of North Carolina in the manner required
by the Act.
"Assignee" means a Person to whom all or part of a Member's Interest has been
Conveyed, but who has notbeen admitted as a Substituted Member.
"Available Cash" means all cash funds of the Company from operations or other sources
at any particular time, other than proceeds received from, or that are attributable to, Capital
Transactions, legally available for Distribution after the Managers have made reasonable
provision for (a) payment of all operating expenses of the ' Company as of such time,
(b) payment of all outstanding and unpaid current obligations of the Company as of such time,
(c) redemption of such portion, if any, of the outstanding Interest or Interests of one or more of
the Members or Assignees as the Managers may determine to be appropriate, and (d) Reserves.
"Bankruptcy" means, with respect to any Person, a "Voluntary Bankruptcy" or an
"Involuntary Bankruptcy." A "Voluntaryy Bankruptcy" means, with respect to any Person, the
(a) institution (or consenting to the institution) of proceedings or filing an answer or other
pleading to be adjudicated a bankrupt or insolvent or seeking for such Person any liquidation,
winding up, dissolution, reorganization, rearrangement, adjustment, protection, composition or
other similar relief of such Person or such Persons debts under any Bankruptcy Law; or (b)
seeking, consenting to, or acquiescing in any entry of an order for relief or the appointment of a
receiver, trustee, liquidator, custodian or other similar official for such Person or all or any
substantial part of such Person's property under any Bankruptcy Law. An "Involuntary
B_ankru_ptcv" means, with respect to any Person, without the consent of such Person, (i) the
entering of an order for relief or approving a petition or other pleading for relief or
reorganization or-- any other petition or- other pleading- seeking any - liquida-tion winding up,
dissolution, reorganization, rearrangement, adjustment, composition or other similar relief
against such Person under any Bankruptcy Law; (ii) the filing of any such petition or other
pleading against such Person which petition is not dismissed within 60 days of such filing; or
(iii) without the consent or acquiescence of such Person, the entering of a' order appointing a
receiver, trustee, liquidator, custodian or other similar official for such Person or of all or any
substantial part of such Person's property, which order is not dismissed within 60 days of the
date it is entered.
"Bankruptcy Law" means any law relating to bankruptcy, insolvency, reorganization,
liquidation or other relief of debtors, including Title 11 of the United States Code; as amended.
"Breach" with respect to a Member or a Manager means a material breach of this
Agreement by such Member or such Manager, which breach is not cured within ten (10) days
after receipt of written notice of such breach from the Managers (in the case of a breach by a
Member) or the non -breaching Manager (in the case of a breach by a Manager).
7
2077853.07
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"Business Day" means any day other than Saturday, Sunday or any other day on which.
national banking associations in the State of North Carolina generally are closed for commercial
banking business.
"Capital Account" is defined in Section 2.1 of Schedule 2 hereto.
"Capital Contribution" means, with respect to a Member, the amount of money and the
initial Gross Asset Value (as determined by the Managers or as otherv✓ise provided herein) of
the property (other than money). contributed to the capital of the Company with respect to such
Member's Interest. "Capital Contributions" means, with respect to a Member, that part of such
Member's Capital Contribution made at a given time or to which reference is made herein. The
principal amount'of a promissory note which is not readily traded on an established securities
market and which is contributed to the Company by the maker of the note (or a Person related
to the maker of the note within the meaning of Regulations section 1.704-1(b)(2)(ii)(c)) shall not
be included in the Capital Account of any Member until the Company makes a taxable
disposition of the note or until (and to the extent) principal payments are made on the note, all
in accordance With Regulations section 1.704-1(b)(2)(iv)(d)(2). The Capital Contribution of each
Member shall be set forth on Schedule 1 hereto.
"Capital Transaction" means the sale or other disposition of all or substantially all of the
Company Assets and all refinancings of the Company Assets.
"Capital Transaction Proceeds" means the net cash proceeds received by the Company
at any particular time from, or that are attributable to, a Capital Transaction after (a) reduction
for all closing costs, sales or brokerage commissions, any amounts applied to pay or prepay any
indebtedness or liability of the Company in connection with, or related to, such Capital
Transaction, and any costs or expenses incurred in connection with, or which are related to, the
Capital Transaction, and (b) the Managers have made reasonable provision, if any, after
application therefor of cash received from other sources, for (i) payment of all operating
expenses of the Company as of such time, (ii) payment of all outstanding and unpaid current
- obligations- of the Company as of such- time,- (iii) redemption of such --portion; if any, -of the
outstanding Interest or Interests of one or more of the Members or Assignees as the Managers
may determine to be appropriate, and (iv) Reserves. "Capital Transaction Proceeds" shall
include all principal and interest payments received by the Company with respect to any
installment note or other obligation received by the Company in connection with, or which is
attributable to, a Capital Transaction.
"Change in Control" is defined in Section 7.4.
,,Code" means the Internal Revenue Code of 1986.
"Company" means Morehead Plaza, LLC, a North Carolina limited liability company
formed under the Act or any successor limited liability company -
"Company Assets" means all of the assets owned from time to time by the Company (or
such lesser amount of the assets of the Company as indicated by the particular context used
2077855.07
3 LIB: CH

herein), whether such property is real, personal., tangible or intangible or is acquired by the
Company as a result of Capital Contributions, operations or other means.
"Construction Loan" is defined in 7.2(b)(v).
"Convey" means the act of making a Conveyance.
"Conveyance" means the transfer of ownership by sale, exchange, assignment, gift,
donation, grant or other conveyance of any kind, whether voluntary or involuntary, including
conveyances by operation of Iaw or legal process (and hereby expressly includes with respect to
a Member, Assignee or other Person any voluntary or involuntary (a) appointment of a receiver,
trustee, liquidator, custodian or other similar official for such Member, Assignee or other Person
or all or any part of the property of such Member, Assignee or other Person under any
Bankruptcy Law, (b) gift, donation, transfer by will or intestacy or other similar type of
conveyance or disposition, whether inter vivos or mortis causa, and (c) transfer or other
conveyance or disposition to a spouse or former spouse. (including by reason of a separation
agreement or divorce, equitable or community or marital property distribution,' judicial decree
or other court order relating to the division or partition of property between spouses or former
spouses or other persons)).
"Development Budgeet" is defined in Section 7.2(b)(v).
"Dissolution Event" is defined in Section 10.1.
"Distribution" or "Distributions" means with respect to a Member, the amount of
money and the Gross Asset Value (as determined by the Managers) of property (other than
money) distributed to a Member by the Company on -account of that Member's Tnterest as
provided in Article V or Section 10.2(b) or in redemption of all or any portion of such Member's
Interest. "Distribute" means to make one or rnore Distributions.
"Eckerd" is defined in Section 7.2(b)(v).
"Eckerd Lease" is defined in Section 7.2(b)(v).
"Fair Market Value". is defined in Section 13.1.
"Fiscal Year" means the annual accounting period of the Company, which shall be the
calendar year or such portion of a calendar year during which the Company is inexistence.
"Four Sisters" means Four Sisters-00, LLC, a North Carolina limited liability company.
"General Manager" means the Person or Persons serving as General Manager 'of the
Company pursuant to Section 6.8.
"Gross Asset Value" is defined in Section 1.5 of Schedule 2 hereto.
"Guarantor" is defined in Section 3.5.
4 2077ss.07
LI$: CH

"Interest" of a Member at any time means the entire ownership interest of such Member
in the Company at such time, including all benefits to which the owner of such Interest is
entitled under this Agreement and applicable lain, together with all obligations of such Member
under this Agreement and applicable law.
"Key Tenant" is defined in Section 7.2(b)(v).
"Key Tenant Lease" is defined in Section 7.2(b)(v)
"Leasing Agent' is defined in Section 6.11(c).
"Lowes" is defined in Section 7.2(b)(v).
"Lowes Lease" is defined in Section 7.2(b)(v).
"Major Decision" is defined in Section 7.2(b).
"Manager" means each of those Persons appointed and holding the position of Manager
hereunder as provided in Section 6.2.
"Members" means the parties listed as Members of the Company on Schedule 1 hereto,
in their capacities as Members of the Company which shall include those Persons who
subsequently are admitted as Additional Members or Substituted Members. "Member" means
any one of the Members.
"Net Income" is defined in Section 1.9 of Schedule 2 hereto.
"Net Losses" is defined in Section 1.9 of Schedule 2 hereto.
"Operators" xneans MP Operators, LLC, a North Carolina Hmited liability company.
"Operators Manager" is defined in Section 6.2(a).
"Organization" means any corporation, partnership, joint venture or enterprise, limited
liability company, unincorporated association, trust, estate, governmental entity or other entity .r . .
or organization, and shall include the successor (by merger or others*ise) of any such entity or
organization.
"Percentage Interest" with respect to a Member or Assignee as of any particular .time, -
means that fraction, expressed as a percentage, having as its numerator the number of Units
owned by such Member or Assignee and having as its denominator the total number of
outstanding Units owned by all of the Members and Assignees as of such time. The sum of the
Percentage Interests of all Members and Assignees shall at all times equal 100%.
"Person" means any natural person or Organization.
S Z077955.07
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"Prime Rate" means, as of a particular date, the prime rate of interest as published on
that date in the Wall Street Journal, and generally defined therein as "the base rate on corporate
loans posted by at least 75% of the nation's 30 largest banks." If the Wall Street Journal is not
published on a date for which the Prime Rate must be determined, the Prime Rate shall be the
prime rate published in the Wall Street Journal on the nearest -preceding date on which the Wall
Street Journal was published. If the Wall StreetJournal discontinues publishing a prime rate,
the Prime Rate shall be the prime rate announced publicly from time to time by Bank of
America, N.A. or successor bank.
"Project" means that certain commercial/retail real estate development known as the
Morehead Plaza Shopping Center Iocated between Arendell Street and Bridges Street in
Morehead City, North Carolina, together with the Project Property.
"Project Property" means that certain real property upon which the Project is located.
"Pro Rata" means in proportion to the Members' and Assignees' respective Percentage
Interests.
"Purchase Contract" is defined in Section 6.12.
"Qualifving Member" is defused in Section 9.5(e).
"Regulations" means the final and- temporary regulations of the U.S. Department of the
Treasury promulgated under the Code.
"Reserves" means funds or amounts set aside or otherwise allocated (a) to pay taxes,
insurance, debt service, and future, anticipated, unforeseen and contingent obligations and all
of the other costs and expenses incident to the Company's business or ownership, of the
Company Assets as the Managers may from time to time determine to be appropriate based on
their good faith estimates of the reasonable needs of the Company therefor and (b) to redeem
such -portion; if any, of the outstanding -Interest or Interests-of-one�or more of the Members or
Assignees as the Managers may from time to time determine to be appropriate.
"Sale" is defined in Section 9.5(e).
"Southstar" means M. P. Southstar, LLC, a North Carolina limited liability company.
"Southstar Manager„ is defined in Section 6.2(a).
"Substituted Member" means any Person who is admitted as a Substituted Member
pursuant to Section 9.1(a).
"Successor -in -Interest" means, with respect to any. Member or Assignee, the legal
representative, administrator, trustee, curator, successor, assignee, successor -in -interest or other
Person who has either legal title or has been conferred (by a court of competent jurisdiction)
primary representative or administrative responsibility with respect to such Member's or
Assignee's Interest.
6 2077855.07
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"Super -Majority -in -Interest" of the Members as of any particular time means the
Members then owning 75% or more of the Units owned by all Members as of such time.
"Transfer" means (a) as a noun, any Conveyance or other transfer, alienation, lease,
mortgage, pledge, encumbrance or hypothecation, and (b) as a verb, the act of making any
voluntary or involuntary Transfer.
"Tribek" means Tribek Management, Inc., a North Carolina corporation.
"Units" means the shares into which Interests of the Members and Assignees are
divided. Unless otherwise provided herein, references made herein to Units of a Member or
Assignee shall include all of that portion of such Member's or Assignee's . Interest that is
represented by, attributable to, or that otherwise relates to, such Units.
"Voting Majority" of the Members as of any particular time means the Members then
owning more than 50 % of the Units owned by all Members as of such time.
ARTICLE II
GENERAL PROVISIONS
2.1 Company Purpose. The purpose of the Company is to (a) acquire, construct,
own, develop or redevelop, .maintain, operate, manage, finance, refinance, hold and Transfer
the Project and the Project Property (the "Company's Business"), (b) engage in any other
activities reasonably related or incidental to the foregoing and (c) incur indebtedness and other
obligations in connection with or incidental to the furtherance of the foregoing (including
obtaining financing by means of debt instruments reasonably necessary or appropriate to
facilitate the Company's acquisition, construction, development, maintenance, operation and
management of the Project) and to do all things reasonably incidental thereto; provided, that all
of the -foregoing shall be- conducted or undertaken - in- accordance with- all- of the terms and
conditions of, and subject to the limitations set forth in, this Agreement. Without the Approval
of the Members pursuant to Section 7.2(b)(i), the Company shall not engage in any other
activity *or business.
2.2 Place of Business. The principal place of business. of the Company shall be
located at c/o Tribek Management, Inc., 200 Providence Road, Suite 106, Charlotte, NC 28207.
The Managers at any time may establish and close other offices and places of business and
change the principal place of business of the Company to any other place.
2.3 Duration. The existence of the Company commenced on the January 27, 2003,
and shall continue through the. close of the Company's business on the date specified in the
Articles of Organization, if any, as the latest date on which the Company is to dissolve (which
date may be changed by the Managers with the Approval of the Members pursuant to Section
14.2) unless the Company is earlier dissolved and its affairs wound up in accordance with the
provisions of this Agreement or as otherwise required by law.
7 2077855.07
LIB: CH

2.4 Filings and Fees. The Managers shall execute and file for recordation in the
office of the appropriate authorities such reports (including the annual report to be filed with
the Secretary of State in accordance with section 0-7C-2-23 of the Act), disclosures, certificates
and other forms, schedules, instruments and documents as are required by applicable law or
regulation or which otherwise may be necessary or appropriate with respect to the formation of,
or conduct of business by, the Company and to establish and maintain the Members' limited
liability. The Managers, or other appropriate agent of the Company, also shall cause the
Company to. pay all fees, taxes and other charges, including professional fees, incurred in
connection with the preparation and filing of such reports, certificates, disclosures, forms,
schedules, instruments and other documents.
2.5 Title to Company Assets. The Company Assets shall be owned by the Company
as an entity, and no Member shall have any ownership interest in the Company Assets in that
Member's individual name or right, and each Member's Interest shall be personal property for
all purposes. The Company shall hold the Company Assets in the name of the Company and
not in the name of any Member.
2.6 Other Business Ventures and Activities; Conflicts of Interest. Each Member, each
Manager and the Affiliates of each Member and of each Manager may engage, invest or possess
an interest in other business ventures (including future ventures) or transactions of any kind,
nature or description, independently or with others, whether such ventures are competitive
with the Company or otherwise. The fact that a Member, Manager or any Affiliate of a Member
or Manager may take advantage of such opportunities, either alone or with other Persons,
including Organizations in which such Member, Manager or Affiliate has an interest_, and not
offer such opportunities to the Company or to the Members, shall not subject such Member,
Manager or Affiliate to liability to the Company or to the Members on account of any lost
opportunit37. Neither the Company nor any Member or Manager shall have any right by virtue
of this Agreement, or the relationship created hereby, in or to such ventures, investments or
other opportunities, or to the income or profits derived '.therefrom, and the pursuit of such
ventures, investments or other opportunities even though competitive with the business of the
"Company; shall" ffot-be- Beef ed -iwroftgful or itfproper-or in' violation -of this -Agreement -or any
rights of the Company or the Members under the Act or other applicable law. Each Member
and Manager shall have the right, in his or her individual capacity, to provide goods and
perform services to or'for the Company, and to receive reasonable compensation therefor.
2.7 Limitation of Liability. Except as • otherwise expressly provided herein or
required by applicable lain*, no Member (or former Member), as such, shall be bound by, or be
personally liable for, the debts, obligations or liabilities of the Company or other Members, or be
required to lend any funds to (or provide any guarantees on behalf of) the Company, without
the prior written consent of such Member. No Member shall have any obligation to make
contributions to the capital of the Company except Capital Contributions required pursuant to
Sections 3? and 3.3 or as otherwise expressly provided hereunder or that may be required (a) to
return the amount of any "wrongful distribution," within the meaning of section 57C4-07 of the
Act, received by such Member; (b) under Section 3.4 with respect to the' withholding by the
Company of income taxes; or (c) under the circumstances described in Section 7.1 for the
indemnification of the Company by such Member.
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2.8 Expenses. Unless otherwise Approved by the Managers,. the Company shall pay
all costs and expenses arising from the organization and operations of the Company. If, with
the Approval of the Managers, a Member agrees to and does pay a cost or expense of the
Company, all deductions and losses attributable to such cost or expense to the extent of the
amount of such payment shall be specially allocated to such -Member. The Company shall
reimburse the Managers and the Members of the Company for reasonable out-of-pocket
expenses Iso incurred by them on behalf of the Company in accordance with this Agreement.
2.9 Exculpation and Indemnification.
(a) GeneraRy. Except as otherwise provided herein, the Managers and the Members
(each an "Indemnitee") shall, to the fullest extent permitted under the Act or other applicable
law, be exculpated from and indemnified by the Company against any liability, loss, damage,
penalty, action, claim, judgment, settlement, cost and expense of any kind or nature whatsoever
(including all reasonable attorneys' fees, costs and expenses of defense, appeal and settlement of
any proceedings instituted against such Manager, such Member or the Company and all costs
of investigation in connection therewith) that in any way relates to or arises out of, or is alleged
to relate to or arise out of, any action or inaction on the part of the Company or a Manager or
Member acting on behalf of the Company in a manner consistent with the .terms of this
Agreement.
(b) . Advance Payment. The right to indemnification conferred by: this Section 2.9
shall include the right to be paid or reimbursed by the Company the reasonable expenses of the
type entitled to be indemnified under this Section 2.9 (including the right to employ, at the
expense of the Company, separate counsel of the lndemnitee's choice in any such action, suit or
proceeding described in Section 2.9(a)) incurred by an Indemnitee who was, is (or is threatened
to be made) a named defendant or respondent in 'a proceeding in advance of the final
disposition of the proceeding and without any -determination as to the Indemnitee's ultimate
entitlement to indemnification; provided, that the payment of such expenses incurred by any
such Person in advance of the final disposition of a proceeding shall be made only upon
delivery 'to the Coi piny -of a writfen' affirmation by such Perstiri 'of 'Suclr Persor►'s good faith
belief that such Person has met the standard of conduct necessary for indemnification under
this Section 2.9 and a written undertaking, by or on behalf of such Person, to repay all amounts
so advanced if it shall ultimately be determined that such indemnified. Person is not entitled to
be indemnified under this Section 2.9 or otherwise.
(c) Indemnification Rigffs Limited to CompanyAssets_. The satisfaction of the
obligations of the Company under Section 2.9(a) shall be from, and limited to, the assets of the
Company, and no Member shall have any personatliabiiity on account thereof.
(d) Nonexclusivity of Rights. The right to indemnification and the, advancement
and payment of expenses conferred in this Section 2.9 shall not be exclusive of any other right
which a Member or Manager may have or hereafter acquire under law or equity, provision of
this Agreement, or otherwise.
9 2077953 07
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ARTICLE III
MEMBERS' CAPITAL CONTRIBUTIONS AND UNITS
3.1 Names, Addresses, Units, Capital Contributions and Percentage Interests of
Members. The name and address, amount and type of Capital Contributions, relative
percentage interests of, and number of Units owned by, each Member as of the date of Schedule
1 hereto, as amended from time to time, are as set forth thereon. In the event of any change
with respect to the information stated on Schedule I hereto, the Managers shall promptly
(a) amend Schedule 1 to reflect such change and (b) provide a copy of the revised Schedule 3 to
each of the Members; provided that, the failure of the Managers to amend Schedule 1 or
provide a revised copy of Schedule 7 to the Members shall not prevent the effectiveness of, or
otherwise affect the underlying adjustments that would be reflected in, such an amendment.
3.2 Initial Capital Contributions. Concurrently with the execution of this
Agreement, each Member shall make or have made the Capital Contributions provided in
Schedule 1 hereto and shall be credited in exchange therefor and for all previous Capital
Contributions made to the Company, if any, with (a) 'the number of Units originally specified on
Schedule 1 hereto and (b) the aggregate agreed net value of such Capital Contributions in the
computation of such Member's Capital Account.
3.3 Additional Capital Contributions. Upon the Approval of all of the Managers, the
Managers may cause the Company to sell or othem ise issue (or contract for the sale or other
issuance of) additional Units or other interests in the Company and determine the class of and
price per additional Unit or other interest, to whom they are to be issued (without the then -
current Members having preemptive or similar rights), and other terms relative to the issuance
or sale thereof (including'whether payment for some or all such additional Units may be made
in the form of property other than cash or cash equivalents). Those: Persons who were not
previously Members who receive additional Units pursuant to this Section 3.3 shall, upon
satisfying such conditions that may be required by the Managers for the issuance of such
additional Units or other interests, be admitted as Members ("Additional Members") with all
rights; ditties, privileges and obligations thereof.
3.4 Withholding of Income Taxes. If the Company is required to withhold and remit
any federal, state, foreign or local income taxes levied on all or part of a Member's allocable
share of net income and gains, such withholding by the Company shall be treated as . a
Distribution to the Member for whom such withholding is made and shall proportionately
reduce the amount of Distribution..-, to be paid directly to such Member. If the Managers
determine that the Company lacks sufficient funds to make Distributions in an. aggregate
amount that would allow for any such withholding, the Member for whom such withholding is
to be made shall make Capital Contributions of cash or immediately available funds in the
amount needed by the Company after said Distributions have been made to satisfy such
withholding liability within 10 days after being so notified by the Company. Should a Member
fail to timely make any such Capital Contributions, such Member shall be in Default and shall
indemnify and hold the Company and the Managers and the other Members harmless for any
costs, penalties, payments or damages incurred by the Company or the other Members as a
result of such failure, and such Member shall pay the Company interest in respect to any
disbursements by the Company as a result of such.Member failing to timely make the Capital
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Contributions required by this Section 3.4 at the Iower of Prime Rate plus 3 percentage points,
compounded monthly, or the highest rate of interest allowed by applicable law. The Managers
shall have the authority to apply any Distributions to which such defaulting Member would
otherwise be entitled towards the satisfaction of the liabilities to the Company incurred by such
Member under this Section 3.4.
33 Payment.Under Guaranties. Each Member will severally guaranty or cause to be
guarantied one or more Construction Loans on behalf of the Company as required by the Iender
of such Constructiori Loan (in proportion to the respective Percentage Interests of the
Members). In consideration for the Company's assumption of the Purchase Contract, Calvin G.
Wellons agrees to guaranty. a Construction Loan in proportion to Operators' Percentage Interest
if requested by a lender under a Construction Loan. In the event any Person who provided a
guaranty (each, a "Guarantor") is called upon, under such guaranty, to pay and does pay any
amount of such obligation beyond such Guarantor's proportionate share of the indebtedness,
that Guarantor shall. have a contribution and indemnity claim against the other Guarantors and
the Members with respect to the same, and such other parties shall promptly pay to such
Guarantor such proportionate amounts ' and indemnify such Guarantor against costs and
expenses incurred by such Guarantor as a result. For purposes of this paragraph, the
"proportionate share" of the indebtedness (i) of any Member shall be its Percentage Interest and
(ii) of any principal of any Member shall be the product of (A) such Member's Percentage
Interest and (B) such principal's ownership interest in such Member, expressed as a percentage.
ARTICLE IV
ALLOCATION OF PROFITS AND LOSSES
4.1 Net Income. After giving effect to the special allocations required by Sections
2 2, 2.3 and 2.6 of Schedule 2 hereto, Net Income for each Fiscal Year (or shorter accounting
period selected by the Managers) shall be allocated to the respective Capital Accounts of the
Members in the following order and priority:
(a) Chargeback of -Excess l�ret-Losses. First, to each Member who was
previously allocated amounts of Net Losses under, or with respect to, Section
4.2(b), an amount equal to the excess, if any, of (i) all previous allocations of Net
Losses to such Member under, or with respect to, Section 4.2(b) over (ii) all
previous allocations of Net Income to such Member pursuant to, or in
accordance with, this Section 4.1(a); and
(b) Residual Net Income. The balance of Net Income, 100% Pro Rata
to the Members.
4.2 Net Losses. After giving effect to the special allocations required by Sections 2.2,
2.3 and 2.6 of Schedule 2 hereto, Net Losses for each Fiscal Year (or shorter accounting period
selected by the Managers) shall be allocated to the respective Capital Accounts of -the Members
in the following order and priority:
(a) Chargeback�of Net Income. First, to each Member who has
received allocations pursuant to, or in accordance with, Section 4.1(b), an amount
11 2077855.07
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equal to the excess, if any, of (i) all previous allocations of Net Income to such
Member pursuant to, or in accordance with, Section 4.1(b) over (h) all previous
allocations of Net Losses to such Member pursuant to, or in accordance with, this
Section 4.2(a); and
(b) Residual Net Losses. The balance of Net Losses, 100% Pro Rata to
the Members.
ARTICLE V
NONLIQUIDATING DISTRIBUTIONS
3.1 Available Cash. The Managers shall cause the Company to Distribute to the
Members all Available Cash of the Company no later than the fifth Business Day prior to each
date on which quarterly estimated federal income tax payments are required to be made by
individuals, in the following order and priority:
(a) ' Tax Distributions. First, to the Members in an amount sufficient
to enable each Member to pay taxes on taxable income allocated to the subject
Member and generated by .the Company other than as a result of a Capital
Transaction, as determined by the Managers; and
(b) Compensating. Second, to the Members in an amount such that
the aggregate Distributions to each Member pursuant to Section 5.1(a) and this
Section 5.1(b) equal a Pro Rata Distribution to the Members; and
(c) Residual. The balance,100% Pro Rata to the Members.
5.2 Capital Transaction Proceeds.' The Managers shall cause the Company to
Distribute to the Members all Capital Transaction Proceeds no Iater than the fifth Business Day
prior to each date on which quarterly estimated federal income tax payments are required to be
made-bv individuals, in the -following order and priority:
(a) Tax Distributions. First, to the Members in an amount sufficient
to enable each Member to pay taxes on taxable incbrne allocated to the subject
Member and generated as a result of a Capital Transaction, as determined by the
Managers;
(b) Compensating. Second, to the Members in an amount such that
the aggregate Distributions to each Member pursuant to Section 5.2(a) and this
Section 5.2(b) equal a Pro Rata Distribution to the Members; and
(c) Residual. The balance,100% Pro Rata to the Members.
5.3 Non -Cash Distributions. The Managers may from time to time make
Distributions of Company Assets other than money in the order and priority set forth in
Sections 5.1 and 5.2 on the basis of the Gross Asset Values of the property to be Distributed.
Except as provided in the previous sentence of this Section 5.3, no Member shall have any right
12
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or power to demand or receive Company Assets other than money from the Company.
5.4 Preemption by Article X. Upon the dissolution and winding up of the Company,
the provisions of Article X rather than this Article V shall apply.
5.5 Other Contributions by Southstar. and Operators; Reimbursement of Exp'enses.
The Members acknowledge that prior to the date hereof, Southstar and Operators have incurred
certain expenses related to the organization of the Company, the development of the Project
arid the business of the Company. The Members agree that such expenses were incurred on
behalf of and for the benefit of the Company; provided that -such expenses do not include the
costs associated with preparation and negotiation of this Agreement, which costs will be borne
by each Member individually. The Company shall reimburse Southstax. and Operators for all
expenses incurred on behalf of the Company upon presentation of satisfactory documentation
of such expenses and the joint approval of the Managers.
ARTICLE VI
MANAGEMENT
6.1 Management,and Control. Except to the extent otherwise expressly provided in
this Agreement or required by the Act or other applicable law, the management, operation and
control of the Company, its business and the Company Assets shall be vested exclusively in the
Managers. .All powers of the Company for which Approval by the Members to the exercise
thereof is not expressly required by this Ab eeme"nt, the Act or other applicable law, shall be
exercised by, or under the authority of, and the business and affairs of the Company shall be
managed by, or under the direction and control of, the Managers in a manner consistent with
the terms, provisions and conditions of this Agreement and the Act The acts of the Managers
in carrying on the business and activities of the Company (and the management, operation and
control thereof) as authorized herein shall bind the Company. Unless authorized to do so by
the Managers, no Member acting in such capacity shall have any power or authority to act for,
or to assume any obligation or responsibility on behalf of, the Company or any of the Members,
onto-oer`vise $inch"tfie Company, of:any of ids I1mbers, in any tv.
6.2 Appointment, Terri, ResitQnation, and Removal of Managgers.
(a) Appointment; Number and Term_ The Company shall have two (2) Managers,
unless a vacancy is not filled by the Members as provided in Section 6.2(b) below. A Manager
need not be a Member. The Managers shall not be subject to periodic election by the Members.
A Person serving as a Manager shall continue to serve as such until such Persons resignation as
a Manager or otherwise in accordance with the terms of this Section 6.2.
(b) ApSointment and Continuation. One Manager shall be appointed by Operators
(the "Operators Manager"), and one Manager shall be appointed by Southstar (the "Southstar
Manager"). Each of Southstar and Operators may remove its designated Manager at any time
and for any reason. Should a vacancy occur for any reason with respect to the Southstar
s
Manager, Southstar shall have ten (10) business days in which to appoint a replacement .
Southstar Manager by written -notice to the other Members specifying the identity of the--,
replacement Southstar Manager and the date that such appointment is effective. Likewise,
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should a vacancy occur with respect to the Operators Manager, Operators shall have ten (10)
business'days in which to designate a replacement Operators Manager by written notice to the
other Members specifying the identity. of the replacement Operators Manager and the date that
such appointment is effective. Should any such replacement not be designated within ten (10)
business days, the remaining Manager may act as sole Manager of the Company until such time
as a replacement Manager is appointed in accordance with this Section 6.2(b). The initial
Operators Manager shall be Four Sisters, and the initial Southstar Manager shall be Tribek. The
initial authorized'representative of the 00erators Manager shall be Gaye W. Mashbum, and in
the event of the unavailability of ' Ms. Mashburn, William E. Hicks shall be the alternate
authorized representative of Operators. The initial authorized representative of the Southstar
Manager shall be E. Blanton Hamilton, Jr., and in the event of the unavailability of Mr.
Hamilton, Jeffrey D. Mathis shall be the alternate authorized representative of Southstar. Each
Manager who is -not an individual may change its authorized representative or alternate at any
time by written notice to the other Manager. Each authorized representative of a Manager may
delegate some or all of its actions or decisions to other employees of that Manager or its
Affiliates; provided that the Manager on whose behalf such delegation is made notifies the
other Managers of such delegation in writing prior to or contemporaneously with such
delegation.
{c} Resonation "of a Manager. At any time, a Manager may resign as a Manager by
giving written notice thereof to each of the remaining Managers and the Members. Such
resignation shall be effective on the date such notice of resignation is delivered to the remaining
Managers and the Members or such later date specified therein. The resit ation of a Manager
who is also a Member shall not affect such Person's Interest or rights as a Member.
6.3 - Duties and Obligations of the Managers.
(a) NecessaryAction. The Managers shall take or cause to be taken all actions which
may be necessary or appropriate for the conduct of the Company's business in accordance with
this Agreement and applicable laws-
(b) Operation of Company as a_Separate Enterprise. The Managers shall cause the
Company to conduct its. business and operations separate from that of any of the Managers, the
Members or the Affiliates of any Manager or Member, including (i) set egatiiig.Company assets
and not allowing them to be commingled with the funds or other assets of a Manager or
Member or any Affiliate of a Manager or a Member; (iii) maintaining books and records of the
Company separate from those of any Manager or Member and Affiliate of a Manager or
Member; (iii) causing the Company to pay its liabilities from the Company's assets; (iv) causing
the Company to conduct its dealings with third parties in its own name.and in all respects hold
itself out as a separate and independent legal entity; and (v) engaging iii transactions with any
Manager or Member or Affiliate of any Manager or Member only on arm s-length terms.
(c) Time Devoted to Company Business; Standard of Care; Fiduciary -Duty. Each of
the Managers; in accordance with this Article V1, shall conduct the business of the Company in
good faith and -,with the care that an ordinary prudent person would exercise in a like position;
under similar circumstances, and in the manner that they reasonably believe to be in the best
interests'of the Company. The Managers shall not be required to devote their full time to the
14 2077855.07
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business of the Company, although the Managers shall devote such time to the affairs of the
Company as is necessary to manage and supervise the operations. and business of, and
otherwise discharge their responsibilities to, the Company. The Managers may employ other
Persons to operate and manage all or any portion of the Property or to provide any service
relating to the Company's business, subject to the control of such person by the Managers. This
Section 6.3(c) is intended to conform with section 57C-3-22 of the Act and shall be interpreted
consistently therewith, but with the exclusion from its application (and the application of
section 57C-3-222(e) of the Act) of any activity or investment of a Manager permitted under or
described in Section2.6. .
(d) Bank Accounts; Investment of Company Funds. The Managers shall cause one
or more bank accounts to be maintained in the name of the Company in which shall be
deposited all funds and receipts of the Company. The Managers shall designate the individual
or individuals upon whose signature or signatures withdrawals from such bank accounts may
be made. The Managers may invest the Company funds in any manner which the Managers
deem appropriate.
6.4 Manner of Acting. Except as otherwise provided in this Agreement or required
by the Act or other applicable law, the Approval of all of the Managers shall be required to, and
shall, constitute an -act of the Managers; provided, however, that any General Manager may take
action required to carry out the day-to-day operations of the Company so long as such action is
in the best interest of the Company, is consistent with the business plan of the Company and
does not otherwise require the Approval of the Members hereunder.
6.5 Meetings.
(a) Meetings. The Managers shall meet at such time and place as they may mutually
agree to review the acquisition, investment, maintenance, preservation and operation of the
Property and to make decisions related to the Company.
(b� .
VotinTrbxies:- IJach"Mazlaber shall" be entitled to one' vote at meetings of the
Managers. At all meetings of the Managers and in connection with written consents executed in
lieu thereof in accordance with Section 6.5(d), a Manager may vote in person or by proxy
executed in writing by such person and exercised by that person's duly authorized
representative.
(c) Participation by Conference TeIe hone. Any one or more of the Managers may
participate in a meeting of the Managers by means of a conference telephone or similar
communication device that allows all persons participating in the meeting to simultaneously
hear each other during the meeting, and such participation in the meeting shall be the
equivalent of being present in person at such meeting.
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(d) Action by Managers Without a Meetin . Any action required or permitted to be
taken at a meeting of the Managers may be taken without a meeting if one or more proposed
written consents, setting forth the action so taken or to be taken, (i) is sent to all of the
Managers, (ii) is signed by those Managers (or the duly authorized representative or
representatives thereof as provided by Section 6.5(b)) having the voting interest required to
Approve or adopt such action, and (iii) such signed written consent is included in the
Company's permanent records. Action taken under this Section 6.5(d) shall be effective when
the Managers needed to Approve such action or matter have signed the proposed written
consent or counterpart thereof, unless the written consent specifies that it is effective as of an
earlier or later date. The written consent on any matter pursuant to this Section 6.5(d) has the
same force and effect as if such matter was voted upon at a duly called meeting of the Managers
and may be described as such in any document or instrument.
6.6 Manager Certifications. Any Person dealing with the Company may rely
(without duty of furthei inquiry) upon a certificate issued by the'Company that is signed by any
of the Managers as to any of the following:
(a) the identity of any Member, Assignee, Manager or other agent of
the Company;
(b) the existence or nonexistence of any fact or facts which
constitute(s) a condition precedent to acts by the Managers or the Members or
which is in any other manner germane to the affairs of the Company;
(c) the Person or Persons authorized to execute and deliver any
instrument or document of the Company; or
(d) any act or failure to act by the Company or any other matter
whatsoever involving the Company.
6:7 . Reimbhrsemerit-of-Ex ep rifles: The Cbmpaziy shall rei±ftbutse each Marsager for all
reasonable out-of-pocket expenses properly incurred by such Manager in connection with the
discharge of that Manager's obligations in accordance with this Agreement or otherwise
properly incurred on behalf of the Company.
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6.8 General Manager.
(a) The Managers may appoint one or more Managers as the General Manager.
Subject to the direction and control of the Managers, the General Manager shall supervise and
control the management of the Company and the conduct of its day -today operations and
affairs, take such actions as may be necessary or appropriate to execute the policies, directives
and requirements of the Managers and this Agreement, and have such other authority and
duties as may be prescribed from time to time by the Managers. The General Manager may be
given such title as the Managers may prescribe. In the event that more than one Person is
appointed as General Manager, the approval of all of the General Managers shall be required to,
and shall, constitute an act of the General Manager, except as otherwise expressly provided in
Section 6.4 above. Reference in this Agreement to "General Manager" shall be deemed to
include one or more General Managers. The initial General Manager shall be Southstar. The
Members acknowledge that the Company, as further described in Section 6.11(a), has contracted
with the Property Manager to oversee management of the Project and that nothing in this
Section 6.8 is intended to give the General Manager any rights or responsibilities with respect to
the matters set forth in the Property Management Agreement.
(b) The Managers that are not Affiliates of the General Manager shall have the right,
to be exercised by written notice to the General Manager and to -the other Managers, to remove
the General Manager and to appoint a replacement General Manager of the Company at such
time as:
(i) The General Manager engages in any of the following acts or omissions:
(A) institution of proceedings of any nature under any Laws of
the United States or of any state, whether now existing or subsequently
enacted or amended, for the relief of debtors wherein such Person is
seeking relief as a debtor; a general assignment for the benefit of
creditors; the institution of a case or other proceeding under any section
ar-chapter of the Federal Bankruptcy Cody as` now existing or Hereafter
amended or becoming effective, which proceeding is not dismissed,
stayed or discharged within a period of sixty (60) calendar days after the
filing thereof or if stayed, which stay is thereafter lifted without a
contemporaneous discharge or dismissal of such proceeding; or a
proposed plan of arrangement or other action by such Person's creditors
taken as 'a result of a general meeting of the creditors of such Person; the
appointment of a receiver, custodian, trustee or like officer with respect to
such Person's assets, which receivership remains undischarged for a
period of ninety (90) calendar days from the date of its imposition; or
admission by such Person in writing of its inability to pay its debts as
they mature;
(B) fraud; or
(C) material n- srepresentation or material breach of
obligations under this Agreement or of fiduciary duty.
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03/10/2003 14:53 9197826297 INCOME PROPERTIES PAGE 01
%8W1112503 15.33 2527266974 PAGE 02/02
FR014 1(iiNKEDY COV:NV;TON LO$DELL & 91CMkR (moo) 9• 10' 09 12=a)/8T. ! 7:31DIHO, a86142-t032 1$ S
IN WLTNESS WHEREOF, the Members have entered into this Operating Agrecalc , as
of the date first above written, And hC4mmta get their hands a ncl seals
SOUTHSi'AR:
M. P. SOUTHSTAR, LW.,
a North Cardhm limited liability company
By: TMBEK MANAGEMENT, INC.,
a North Carolina corpam6or,,
its manager
..—
BY:
Title: Vice President
Operatazs: � '
MP OPERATOPS, t-LC,
a North Cuclina i,4vIW liability company -
'By: AL..,
Nazne: Gaye W. Mashbtxm
Title: Manager
Nye: William E: Hicks
Title: -Manager- }