20091020 Ver 1_More Info Received_20100210

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Wolverton & Associates
February 8, 2010
Ms. Cyndi Karoly
401 Permitting Unit
1650 Mail Service Center
Raleigh, NC 27699-1650
RE: Grandview Station
Wal-Mart Supercenter #1694-05
Marion, NC
W&A Project #07-230
Dear Ms.Karoly,
9 @ ;[I V/ Ed ??
FEB T 2010
DENR . WATEk QUALVI Y
?'JETLMDS AND ST0"WATEKf RAN
We received comments from Roger Edwards on December 7, 2009, regarding the 401 Water Quality
Certification for the referenced project. I have enclosed for your review 4 copies (unless noted otherwise)
of the following:
1. Grading Plan (Sheets C-2, C-2A, and C-213).
2. Drainage Area Maps
3. Detention Pond Planting Plan (L-3)
4. Outlet Control Structure Plan
5. Erosion & Sediment Control Plans (ES-1, ES-1A, ES-1B, ES-2, ES-2A, ES-213, and ES-3)
6. Property Purchase Agreements
7. Avoidance and Minimization Letter
8. BMP Supplement Checklist
9., Deed Restriction Form
10. Original Comment Letter from Roger Edwards
11. Geotechnical Report (1 copy)
12. Hydrology Report (1 copy)
In regards to your Additional Information Request, please see below:
1) Whereas the tracts of property are owned by various parties, our Client has all the properties under
contract. We have attached the purchase agreements for each tract to this submittal. Additionally, we
have attached the property deeds where our Client has purchase the former NCDOT properties. In
regards to our Client's corporate status, they have filed the necessary paperwork to formally request
their corporation with the North Carolina Secretary of State. Ultimately, our Client, Marion Retail
Investments, LLC, will solely be responsible for the long-term maintenance of the fill activities and the
storm water retention and treatment devices.
2) An Avoidance and Minimization letter is attached to this submittal.
6745 Sugarloaf Parkway ? Suite 100 ? Duluth, Georgia 30097 ? 770-447-8999 ? 770-447-9070 Fax
www.wolverton-assoc.com
Wolverton & Associates
Februar 8, 2010
Ms. Cyndi Karoly
401 Permitting Unit
1650 Mail Service Center
Raleigh, NC 27699-1650
RE: Grandview Station
Wal-Mart Supercenter # 1694-05
Marion, NC
W&A Project #07-230
Dear Ms.Karoly,
,/;Z, r.,?
Fa1?2010
DENR - MATER QUALITY
WETLA!+DS AND 91 OR'"" TER 9WUiCH
We received comments from Roger Edwards on December 7, 2009, regarding the 401 Water Quality
Certification for the referenced project. I have enclosed for your review 4 copies (unless noted otherwise)
of the followirig:
1. Grading Plan (Sheets C-2, C-2A, and C-213).
2. Drainage Area Maps
3. Detention Pond Planting Plan (L-3)
4. Outlet Control Structure Plan
5. Erosion & Sediment Control Plans (ES-1, ES-1A, ES-1B, ES-2, ES-2A, ES-213, and ES-3)
6. Property Purchase Agreements
7. Avoidance and Minimization Letter
8. BMP Supplement Checklist 1
Nr,
14 Its
9. Deed Restriction Form
10. Original Comment Letter from Roger Edwards U
11. Geotechnical Report (1 copy) B ? , 2c
is
!f eft 1
12. Hydrology Report 1 copy) l
In regards to your Additional Information Request, please see below: `?4NCN
1) Whereas the tracts of property are owned by various parties, our Client has all the properties under
contract. We have attached the purchase agreements for each tract to this submittal. Additionally, we
have attached the property deeds where our Client has purchase the former NCDOT properties. In
regards to our Client's corporate status, they have filed the necessary paperwork to formally request
their corporation with the North Carolina Secretary of State. Ultimately, our Client, Marion Retail
Investments, LLC, will solely be responsible for the long-term maintenance of the fill activities and the
storm water retention and treatment devices.
2) An Avoidance and Minimization letter is attached to this submittal.
0
- 1 0 C)-o
8)'47) Sugarloaf Parkwav ? Suite 100 ? Duluth, Georgia 30097 ? 770-447-8999 ? 770-447-9070 Fax
www.wolverton-assoc.com
Ms. Cyndi Karoly
February 8, 2010
Page 2
3) Upon completion of the project, the storm water retention and treatment pond will be located on
property which will be owned by Wal-Mart; however, Marion Retail Investments will be the entity
responsible for the ongoing operation and maintenance of the storm water facility. The facility has
been designed to provide treatment for the entire center.
3.1) The required items listed in Part III of the BMP supplement and above have been included
with this submittal.
3.2) The limits of disturbances have been delineated on the erosion control plans. No disturbances
outside of these boundaries are to be disturbed.
If any additional information or clarification is required, please give me a call.
Sincerely,
WOLVERTON & ASSOCIATES, INC.
9A-
Jeff Belyea, P.E.
Site Department
JB:jar
Enclosures
Copy: Kevin Barnett (with 1 copy)
Wolverton'&WAssociates
February 8, 2010
Ms. Cyndi Karoly
401 Permitting Unit
1650 Mail Service Center
Raleigh, NC 27699-1650
RE: Grandview Station with Wal-Mart
Supcrcentcr #1694-05, Marion, NC
Avoidance and Minimization Letter
W&A Project #07-230
Dear Ms.Karoly,
Marion Retail Investments, LLC, is proposing to build a commercial shopping center located in McDowell
County, NC. The site is bounded by Interstate 40 to the south, Sugar Hill Rd to the west, Mill Rd to the
north and undeveloped land to the cast. A tributary to North Muddy Creek (Class C Stream) flows along
the westerly portion of the site towards 1-40. The primary ingress/egress to and from the development
will be provided via a signalized driveway on Sugar Hill Rd. In order to establish the location of the
driveway, we met with the North Carolina Department of Transportation (NCDOT), and they requested
the driveway be placed in this location because it was more centrally located between the proposed traffic
signal at the westbound I-40 exit ramp and the existing signal located north of the site. Furthermore, the
proposed driveway location provides desirable spacing from a safety perspective between the said driveway
and Mill Road (unsignalized intersection) to the north. In order to avoid the impact to the stream, the
driveway would have to shift approximately 200'-250' further north. This shift would compromise the
overall safety and traffic efficiency through this corridor which is not desirable to NCDOT.
Please feel free to contact me if you would like to discuss this matter further.
Sincerely,
WOLVERTON & ASSOCIATES, INC.
Y164?
Jeff Bclyca, P.E.
Site Department
JB:jar
Lr; ??? ? SUIIC 100 ? 1)ultith, Georgm 30097 ? 770-447-8999 ? 77O I?7-??070 f ??
w????.wol?-•erton-a?soccum
Permit No. C) I ^ ( C) a o
(to be provided by DWQ)
111.REQUIRED ITEMS CHECKLIST
Please indicate the page or plan sheet numbers where the supporting documentation can be found. An incomplete submittal package will
result in a request for additional information. This will delay final review and approval of the project. Initial in the space provided to
indicate the following design requirements have been met. If the applicant has designated an agent, the agent may initial below. If a
requirement has not been met, attach justification.
Pagel Plan
Initials Sheet No.
'+k ( '- 3,-
1. Plans (1" - 50' or larger) of the entire site showing:
- Design at ultimate build-out,
- Off-site drainage (if applicable),
- Delineated drainage basins (include Rational C coefficient per basin),
- Basin dimensions,
- Pretreatment system,
- High flow bypass system,
- Maintenance access,
- Proposed drainage easement and public right of way (ROW),
- Overflow device, and
- Boundaries of drainage easement.
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2. Partial plan (1" = 30' or larger) and details for the wet detention basin showing:
- Outlet structure with trash rack or similar,
- Maintenance access,
- Permanent pool dimensions,
- Forebay and main pond with hardened emergency spillway,
- Basin cross-section,
- Vegetation specification for planting shelf, and
- Filter strip.
L, i° 3. Section view of the wet detention basin (1" = 20' or larger) showing:
Side slopes, 3:1 or lower,
Pretreatment and treatment areas, and
Inlet and outlet structures.
LL.X\ 4. If the basin is used for sediment and erosion control during construction, clean out of the basin is specified
on the plans prior to use as a wet detention basin.
5. A table of elevations, areas, incremental volumes & accumulated volumes for overall pond and for forebay,
to verify volume provided.
LL,';\ L ?" 6. A construction sequence that shows how the wet detention basin will be protected from sediment until the
ES -), entire drainage area is stabilized.
7. The supporting calculations.
L'?k '• T
L 1_ti? 8. A copy of the signed and notarized operation and maintenance (0&M) agreement.
C L,4N 9. A copy of the deed restrictions (if required).
C LhA 10. A soils report that is based upon an actual field investigation, soil borings, and infiltration tests. County
soil maps are not an acceptable source of soils information.
Form SW401-Wet Detention Basin-Rev.8-9/17/09 Part III. Required Items Checklist, Page 1 of 1
T,
E
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
December 7, 2009
Bo Murphy
Marion Retail Inv. LLC
1415 Stuarts Engals Boulevard
Mount Pleasant, South Carolina 29646
Subject: Request for More Information
401 Water Quality Certification
Wal-Mart Supercenter - Marion
DWQ Project # 2009-1020
McDowell County
Response deadline: January 4, 2009
Dear Mr. Murphy:
Dee Freeman
Secretary
The Division of Water Quality (DWQ) has performed a preliminary review of a 401 Water Quality Certification
application submitted for the above referenced property. Additional information will be required in order to
complete the review process.
Please provide the following information so that we may continue to review your project.
Additional Information Requested:
1. Application Item A. 3. & 4. Applicant Information
The submitted application has conflicting and / or unclear language regarding the final
disposition of this property and project. While the application shows 12 parcels of property and
8 discrete property owners (one of which is a State Government Agency), the applicant is a
corporate entity, not registered with the North Carolina Secretary of State's Corporation
database, owning none of the properties on question, and not providing any agent's agreement
nor any contract to purchase documentation in the application. Electronic coorespondance has
not resulted in a clear understanding as to who will be ultimately responsible for the long term
maintenance of the requested fill activities, nor the requested stormwater retention and treatment
devices.
You must submit additional documentation (such as agreements to purchase) or agent
authorization forms for the property owners such that this agency understands that the applicant
Location: 2090 U.S. Highway 70, Swannanoa, North Carolina 28778
Phone: 828-296-A5001 FAX: [phone] Customer Service: 1-877-623-6748 One
Internet: www.ncwaterquality.org No{/] th 1C?aroli n a
An Equal Opportunity 1 Affirmative Action Employer /? ? ' at" ` Nally
Marion fUiait, LLC
Dc:-=nbcr 7, 2009
?age 2 of 3
has the authority to request approval to perform work on the properties in question.
Additionally, the applicant needs to be the party that will be responsible for the maintenance of
the requested fills and the operation and maintenance of the storm water devices for the life of
the project (le: Wal-Mart and Marion Retail Investments, LLC should be co-applicants and
Marion Retail Investments, LLC will have to provide documentation that they are registered with
the NC Secretary of State and a NC LLC.)
2. Application Item D. 1. Avoidance and Minimization
In the application, it is discussed that 147 linear feet of stream must be filled to provide access to
this development site. As the proposed fill is at the origin of the stream, a discussion as to why
the driveway cannot be shifted north to avoid the stream, in part, or in whole, must be provided.
3. Application Item E. 2. Stormwater Management
A clear explanation of upon whose property the stormwater treatment units will be located, and
O&M forms clearly defining who will operate and maintain the treatment system for the life of
this project. Additionally, as requested from our Central Office Stormwater review staff, you
must provide the following:
(1) The Required Items Checklist (Part III of BMP Supplement Form) and all listed items
that have not been submitted. These include
i. Entire site grading at 1" : 50' or larger scale on full size plan sheets (24" x 36")
showing the footprints of all buildings, driveways, roads, sidewalks, amenities,
stormwater BMP, etc along with existing and proposed topographic contours;
ii. Delineated drainage areas on the full size plans;
iii. Detailed plan and cross sectional views of the proposed stormwater BMP showing
pertinent features, major components, zones, pool levels, bottom and top
elevations, side slopes, detailed outlet structure, etc (at appropriate scales as listed
in the Required Items Checklist);
iv. Signed and notarized Operation & Maintenance Agreement for the stormwater
BMP;
V. Construction sequence and planting plan (schedule) for the proposed wet pond;
vi. Buoyance calculations for the outlet structure;
vii. Erosion and sediment control (E&SC) plan (approved or submitted for review);
viii. A soils report that is based upon an actual field investigation, soil borings, and
infiltration tests. Please clearly indicate the location (elevation) of the Seasonal
High Water Table (SHWT) in the report. County soil maps are not an acceptable
source of soils information.
(2) Please note that, as per your hydrologic study report, the undisturbed areas that were
not included in the hydrologic analysis shall not be disturbed in a way that will impact
the stormwater BMP without written approval (stormwater modification) from the
DWQ. This office is therefore asking you to identify those areas on the plans and add a
notation to that effect.
Please provide your response in writing to the following addresses on, or before, January 4, 2009. Four copies
of the required information should be provided to the 401 Permitting Unit at:
December 7, 2609
Page 3 of 3
Ms. Cyndi Karoly
401 Permitting Unit
1650 Mail Service Center
Raleigh, NC 276991650
and a single copy to the Asheville Regional Office at:
Kevin Barnett
Surface Water Protection Section
2090 US HWY 70
Swannanoa, NC 28778
If we do not hear from you by the deadline, we will assume that you no longer want to pursue this project and
we will consider the project withdrawn.
This letter only addresses the preliminary application review and does not authorize any impacts to wetlands,
waters or protected buffers. Please be aware that any impacts requested within your application are not
authorized (at this time) by the DWQ. Please call Xevin Barnett 828-2964657, if you have any questions.
Sincerely,

Roger C. Edwards, Regional Supervisor
Surface Water Protection
Asheville Regional Office
cc: Roriald• SpearsS&ME,:Inc.
One Marcus Drive, Greenville, South Carolina 29615
Liz Hair - US Army Corps of Engineers Asheville Field Office
David McHenry - North Carolina Wildlife Resources Commission
Cyndi Karoly - 401 Permitting Unit
McDowell County Planning
ARO File copy
GAWPDATA\DEMWQ\Mcdowe1K401 s109-1020.Marion WalMarLAddInfo.doc
High Density Developments with Outoarcels
Deed Restrictions .& Protective Covenances
In accordance with Title 15 NCAC 21-1.1000 and S.L. 2006-246, the Stormwater Management Regulations,
deed restrictions and protective covenants are required for High Density Developments with Outparcels
where outparcel lots will be subdivided from the main tract and sold. Deed restrictions and protective
covenants are necessary to ensure that the development maintains a "built-upon" area consistent with the
design criteria used to size the stormwater control facility.
I, Art Keoes , acknowledge, affirm and agree by my signature below, that I will cause the following
deed restrictions and covenants to be recorded prior to the sale of any outparcel or future development
area:
2.
3.
4.
5.
6.
7
8.
9.
The following covenants are intended to ensure ongoing compliance with state Stormwater
Management Permit Number as issued by the Division of Water Quality
under the Stormwater Management Regulations.
The State of North Carolina is made a beneficiary of these covenants to the extent necessary to
maintain compliance with the stormwater management permit.
These covenants are to run with the land and be binding on all persons and parties claiming
under them.
The covenants pertaining to stormwater may not be altered or rescinded without the express
written consent of the State of North Carolina, Division of Water Quality.
Alteration of the drainage as shown on the approved plan may not take place without the
concurrence of the Division of Water Quality.
The maximum built-upon area for the outparcel(s) shown on the approved plans is as follows.
Outparcel # BUA Outparcel # BUA
1 1001 3 100•/
These allotted amounts include any built-upon area constructed within the property boundaries,
and that portion of the right-of-way between the lot lines and the edge of the pavement Built upon
area includes, but is not limited to, structures, asphalt, concrete, gravel, brick, stone, slate,
coquina and parking areas, but does not include raised, open wood decking, or the water surface
of swimming pools.
z 100%
The runoff from all built-upon area within the outparcel or future development area must be
directed Into the permitted stormwafer control system.
Built-upon area in excess of the permitted amount will require a permit modification.
The connection from the outparcel's collection system into the stormwater control shall be made
such that short-circuiting of the system does not occur.
10. For those outparcels or future development areas whose ownership is not retained by the
permittee, the new owner shall submit a separate offske stormwater permit application to the
Division of Water Quality and receive a permit prior to construction.
11. The project and each outparcel will maintain a 30** foot wide vegetated butler between all
impervious areas and surface waters.
**50 foot for projects located in the 20 coastal counties.
Form DRPC-2 Rev.2 05Nov2009 Page 1 of 2
High Density Deveioprnents with Outnarcels
Signature:
State of
County of

a Notary Public in the
do hereby certify that -rsonally appeared
before me this the day of , 20-ZQ__, and acknowledge
the due execution of the foregoing instrument. Witness my hand and official seal,
SEAL
4SIgna
My Commission expires ?0. L 1.
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Form DRPG2 Rev.2 05Nov2009
Page 2 of 2
Permit Number:
(to be provided by DWo
Drainage Area Number:
Wet Detention Basin Operation and Maintenance Agreement
I will keep a maintenance record on this BMP. This maintenance record will be kept in a
log in a known set location. Any deficient BMP elements noted in the inspection will be
corrected, repaired or replaced immediately. These deficiencies can affect the integrity
of structures, safety of the public, and the removal efficiency of the BMP.
The wet detention basin system is defined as the wet detention basin,
pretreatment including forebays and the vegetated filter if one is provided.
This system (check one):
? does ® does not incorporate a vegetated filter at the outlet.
This system (check one):
? does ® does not incorporate pretreatment other than a forebay.
Important maintenance procedures:
- Immediately after the wet detention basin is established, the plants on the
vegetated shelf and perimeter of the basin should be watered twice weekly if
needed, until the plants become established (commonly six weeks).
- No portion of the wet detention pond should be fertilized after the first initial
fertilization that is required to establish the plants on the vegetated shelf.
- Stable groundcover should be maintained in the drainage area to reduce the
sediment load to the wet detention basin.
- If the basin must be drained for an emergency or to perform maintenance, the
flushing of sediment through the emergency drain should be minimized to the
maximum extent practical.
- Once a year, a dam safety expert should inspect the embankment.
After the wet detention pond is established, it should be inspected once a month and
within 24 hours after every storm event greater than 1.0 inches (or 1.5 inches if in a
Coastal County). Records of operation and maintenance should be kept in a known set
location and must be available upon request.
Inspection activities shall be performed as follows. Any problems that are found shall
be repaired immediately.
BMP element: Potential problem: How I will remediate the problem:
The entire BMP Trash/debris is resent. Remove the trash/debris.
The perimeter of the wet Areas of bare soil and/or Regrade the soil if necessary to
detention basin erosive gullies have formed. remove the gully, and then plant a
ground cover and water until it is
established. Provide lime and a
one-time fertilizer application.
Vegetation is too short or too Maintain vegetation at a height of
long. a roximatel six inches.
Form SW401-Wet Detention Basin O&M-Rev.4 Page 1 of 4
Permit Number:
(to be provided by DWQ)
Drainage Area Number:
BMP element: Potential problem: How I will remediate the problem:
The inlet device: pipe or The pipe is clogged. Unclog the pipe. Dispose of the
swale sediment off-site.
The pipe is cracked or Replace the pipe.
otherwise damaged.
Erosion is occurring in the Regrade the swale if necessary to
swale. smooth it over and provide erosion
control devices such as reinforced
turf matting or riprap to avoid
future problems with erosion.
The forebay Sediment has accumulated to Search for the source of the
a depth greater than the sediment and remedy the problem if
original design depth for possible. Remove the sediment and
sediment storage. dispose of it in a location where it
will not cause impacts to streams or
the BMW.
Erosion has occurred. Provide additional erosion
protection such as reinforced turf
matting or riprap if needed to
prevent future erosion problems.
Weeds are present. Remove the weeds, preferably by
hand. If pesticide is used, wipe it on
the plants rather than spraying.
The vegetated shelf Best professional practices Prune according to best professional
show that pruning is needed practices
to maintain optimal plant
health.
Plants are dead, diseased or Determine the source of the
dying. problem: soils, hydrology, disease,
etc. Remedy the problem and
replace plants. Provide a one-time
fertilizer application to establish the
ground cover if a soil test indicates
it is necessary.
Weeds are present. Remove the weeds, preferably by
hand. If pesticide is used, wipe it on
the plants rather than spraying.
The main treatment area Sediment has accumulated to Search for the source of the
a depth greater than the sediment and remedy the problem if
original design sediment possible. Remove the sediment and
storage depth. dispose of it in a location where it
will not cause impacts to streams or
the BMP.
Algal growth covers over Consult a professional to remove
50% of the area. and control the algal growth.
Cattails, phragmites or other Remove the plants by wiping them
invasive plants cover 50% of with pesticide (do not spray).
the basin surface.
Fonn SW401-Wet Detention Basin O&M-Rev.4 Page 2 of 4
Permit Number:
(to be provided by DWQ)
Drainage Area Number:
BMP element: Potential problem: How I will remediate the problem:
The embankment Shrubs have started to grow Remove shrubs immediately.
on the embankment.
Evidence of muskrat or Use traps to remove muskrats and
beaver activity is present. consult a professional to remove
beavers.
A tree has started to grow on Consult a dam safety specialist to
the embankment. remove the tree.
An annual inspection by an Make all needed repairs.
appropriate professional
shows that the embankment
needs repair. if applicable)
The outlet device Clogging has occurred. Clean out the outlet device. Dispose
of the sediment off-site.
The outlet device is damaged Repair or replace the outlet device.
The receiving water Erosion or other signs of Contact the local NC Division of
damage have occurred at the Water Quality Regional Office, or
outlet. the 401 Oversight Unit at 919-733-
1786.
The measuring device used to determine the sediment elevation shall be such
that it will give an accurate depth reading and not readily penetrate into
accumulated sediments.
When the permanent pool depth reads 8 feet in the main pond, the sediment
shall be removed.
When the permanent pool depth reads 5 feet in the forebay, the sediment shall
be removed.
BASIN DIAGRAM
(fill in the blanks)
0 Permanent Pool Elevation 1408
Sediment Removal . 1404 Pe anen Pool
----------------- Volume Sediment Removal Elevation 1399 Volume
Bottom Elevatio 1403 -ft Min. -------------------------------------------- ------
Sediment Bottom Elevation 1398 1-ft
Storage Sedimer
Storage
FOREBAY MAIN POND
Form SW401-Wet Detention Basin O&M-Rev.4 Page 3 of 4
Permit Number:
(to be provided by DWQ)
I acknowledge and agree by my signature below that I am responsible for the
performance of the maintenance procedures listed above. I agree to notify DWQ of any
problems with the system or prior to any changes to the system or responsible party.
Project name: Grandview Station with Wal-Mart Supercenter #1694-05
BMP drainage area number:I - Pond 1
Print name:Art Kepes
Title:Vice President
Addri
Phony
Signa
Date:
Note: The legally responsible party should not be a homeowners association unless more than 50% of
the lots have been sold and a resident of the subdivision has been named the president.
I, CaAliM,, YXL, , a Notary Public for the State of
S-ouA (lWh a , County of ?Jqj-leSf D d , do hereby certify that
AN-
?PAZe?S personally appeared before me this 12
day of , D , and acknowledge the due execution of the
forgoing wet detention basin maintenance requirements. Witness my hand and official
seal,
\\?`???uun?Ir?? ?i
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PUB\
'?i •• '•. 06-17.??`?`? ??
SEAL
My commission expires 6 -1
Form SW401-Wet Detention Basin O&M-Rev.4 Page 4 Of 4
Permit No.
-- -------
III. -REQt1 RED ITEMS CHECKLIST
(to be provided by DWQ)
Please indicate the page or plan sheet numbers where the supporting documentation can be found. An incomplete submittal package will
result in a request for additional information. This will delay final review and approval of the project Initial in the space provided to
indicate the following design requirements have been met. If the applicant has designated an agent, the agent may initial below. If a
requirement has not been met, attach justification.
Page/ Plan
Initials Sheet No.
(LA 1. Plans (1" - 50' or larger) of the entire site showing:
?? S ii?v he?fi - Design at ultimate build-out,
- Off-site drainage (if applicable),
D
li
d
-
e
neate
drainage basins (include Rational C coefficient per basin),
- Basin dimensions,
- Pretreatment system,
- High flow bypass system,
- Maintenance access,
- Proposed drainage easement and public right of way (ROM,
- Overflow device, and
- Boundaries of drainage easement.
L t-r? 2. Partial plan (1" = 30' or larger) and details for the wet detention basin showing:
(!- - Outlet structure with trash rack or similar,
- Maintenance access,
- Permanent pool dimensions,
- Forebay and main pond with hardened emergency spillway,
- Basin cross-section,
- Vegetation specification for planting shelf, and
- Filter strip.
L L M v??e 3. Section view of the wet detention basin (1" = 20' or larger) showing:
Lo-Aw Sid
l
3
1

Y`V% -
e s
opes,
:
or lower,
P

1C'f\ -
retreatment and treatment areas, and
- Inlet and outlet structures.
L L, N\ E 4. If the basin is used for sediment and erosion control during construction, clean out of the basin is specified
yC,Cu on the plans prior to use as a wet detention basin.
LM , 5. A table of elevations, areas, incremental volumes & accumulated volumes for overall pond and for forebay,
to verify volume provided.
LLP\ S 6. A construction sequence that shows how the wet detention basin will be protected from sediment until the
Es -? entire drainage area is stabilized.
CL,M IJ?A w 7. The supporting calculations.

_ -' 8. A copy of the signed and notarized operation and maintenance (OEM) agreement.
CLM 9. A copy of the deed restrictions (if required).
L L?? 10. A soils report that is based upon an actual field investigation, soil borings, and infiltration tests. County
soil maps are not an acceptable source of soils information.
Form SW401-Wet Detention Basin-Rev.8-9/17/09 Part III. Required Items Checklist, Page 1 of 1
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Septernber 1 6, 2006
VIA FEDERAL EXPRESS
Exit 81 Properties; LLC
e% Source Properties, Inc-
Attn: Bruce Penland
1499 Hwy 74-A Bypass
Forest City. NC 28403
Re: Purchase Agreement (the "Agreement") executed June 12, 2008 by and
between Exit 81 Properties, LLC ("Seller''), and WLA, Enterprises, Inc.
("Buyer") for 21.56 -t-/- acres (`'Property") located in or near the City of
Marion., McDowell County- North Carolina.
Dear Mr. Penland:
.Enclosed please find a copy of an overnight letter to the Escrow Agent named i . the
Ab eemernt, together with a copy of the earnest money check. Please accept our apologies for
the oversight in del.ivermg these funds to escrow. All of the Related Agreements (see
attached map of adjacent properties) have now been signed, with the last Related Agreement
having been siped by Lunsford on August 20, 2008. Therefore, we request that all Related
Agreenitu.ts, including the Agreement, have an Effective Date of ALTust 20, 2008. Please
acknowledge the Effective Date by having your client sign below and faxing a copy of this
signed letter to my attention at (,U3) 654-7589 or mailing it to me at the address provided
glow. Feel free to call. ztze at [phone] if you have any questions or geed any
additional information-
Kevin E. Petbiclt
By my execution below, 1 hereby confirm that the Effective Date of the Agreement is August
20, 2008.
Ex
it 81 Properties, LLC. /
By-- 'Ax
CC' Arthur J. Kepes (w/ copy of escrow letter, map, a check via email.)
Laura Me.lomas (w/ copy of escrow letter, map, and check via email)
Jim Price (w/ copy of escrow letter, map, and check via email)
Amy Miller (Iv/ copy of escrow letter, map, and check via email)
Tel: (843) 65% 4- 78$8
1415 Stuart Engals Blvd. - Mount PJeasant, SC
w?vti?. wrsreal tv.corn
September 16, 2008
VIA FEDERAL EXPRESS
Paula Wright
Chicago Title Insurance Company
150 Fayetteville Street
Suite 570
Raleigh, North Carolina 27601
Re: Purchase Agreement (the "Agreement") executed July 21, 2008 by and
between Blue Ridge Baptist Association, Inc. ("Seller"), and WLA
Enterprises, Inc. ("Buyer") for .510 +/- acres ("Property") located in or
near the City of Marion, McDowell County, North Carolina
Dear Paula.
Pursuant to Paragraph 2 of the above referenced Purchase Agreement, wherein
Chicago Title Insurance Company is the named Escrow Agent, enclosed is a copy of the
fully executed Purchase Agreement and a check in the amount of Five Thousand and
No/100 Dollars ($5,000.00) for the earnest money. As required by the Patriot Act, also
enclosed are copies of Art Kepes' driver's license and the Articles of Incorporation for
WLA Enterprises, Inc. The Tax ID # for Buyer is 57-1117728.
Upon receipt of this letter, please countersign below to confirm that you have
received the earnest money and are willing to serve as the escrow agent pursuant to the
terms of the Purchase Agreement, and then fax the countersigned letter to my attention at
[phone]. Please deposit the earnest money in an interest bearing account pursuant
to the terms of the Purchase Agreement with interest accruing to the Buyer. If you
require a separate escrow agreement, please send me a copy of that agreement to the
address provided below.
Please do not hesitate to call me at [phone] if you have achy questions or
need any additional information.
Sincerely,
K-- ?z *I--..
Kevin E. Pethick
Tel: [phone]
1415 Stuart Engals Blvd. • Mount Pleasant, SC
www.wrsre-alty.com
By my execution below, I hereby confirm the receipt of a $S,OW.00 earnest money check
from Buyer and in my capacity as the Escrow Administrator of Chicago Title Insurance
Company, further confirm that our company will serve as Escrow Agent in accordance
with the terms of the Purchase Agreement,
Chicago Title Insurance Company
cc: Arthur J. Kepes (w/ copy of check, contract, and enclosures via email)
Laura Melonas (w/ copy of check, contract, and enclosures via email)
Tun Price (w/ copy of check, contract, and enclosures via email)
Amy MAler (w( copy of check, contract, and enclosures via email)
Blue Ridge Baptist Association, Inc., Attn: Sonny Reeves, 71 Grandview Circle,
Marion, NC 28752 (w/ copy of check and enclosures via Federal Express)
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67-776
843-654-7888 532
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AMOUNT
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Pay:*******? *********k*****" *""*****'°****" Five thousand dollars and no cents
PAY :: Gkitl a o title Insurala _
TO THE
ORDER OF
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Real Estate Investments
September 16, 2008
VIA FEDERAL EXPRESS
Blue Ridge Baptist Association, Inc.
Attn: Sonny Reeves
/ zr'a r(" t?14,t N
Marion, NC 28752
Re: Purchase Agreement (the "Agreement") executed July 21, 2008 by and
between Blue Ridge Baptist Association, Inc. ("Seller"), and WLA
Enterprises, Inc. ("Buyer") for .510 +/- acres ("Property") located in or near
the City of Marion, McDowell County, North Carolina
Dear Mr. Reeves:
Enclosed please find a copy of an overnight letter to the Escrow Agent named in the
Agreement, together with a copy of the earnest money check. Please accept our apologies for
the oversight in delivering these funds to escrow. All of the Related Agreements (see
attached map of adjacent properties) have now been signed, with the last Related Agreement
having been signed by Lunsford on August 20, 2008. Therefore, we request that all Related
Agreements, including the Agreement, have an Effective Date of August 20, 2008. Please
acknowledge the Effective Date by signing below and faxing a copy of this signed letter to
my attention at [phone] or mailing it to me at the address provided below. Feel free
to call me at [phone] if you have any questions or need any additional information.
Sincerely,

Kevin E. Pethick
By my execution below, I hereby confirm that the Effective Date of the Agreement is August
20, 2008.
Blue Ridge Baptist Association, Inc.
By: e 1?
r L z
Its: %CC . 1U
cc: .L,
Arthur J. Kepes (w/ copy of escrow letter, map, and check via email)
Laura Melonas (w/ copy of escrow letter, map, and check via email)
Jim Price (w/ copy of escrow letter, map, and check via email)
Amy Miller (w/ copy of escrow letter, map, and check via email)
Tel: [phone]
1415 Stuart Engals Blvd. • Mount Pleasant, SC
www.wr§realty.com
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?jc-? U.J. cutju ?tIHM Diverisfied Asset Develop 828278CS94

September 16. 2003
VIA FEDERAL EXPRESS
Diversified Asset Development Inc.
eJo Source Properties., Inc-
Attn: Bruce Penland
1499 Hwy 74-A Bypass
Forest City, ILL', 29403
Re: Purchase Agreement (the "Agreement") executed June 12, 2008 hy and.
between Diversified Asset Developmen4 Inc. ("Seller"), and WLA
Enterprises, Inc. ("Buyer") for 31 +J- acres ("Properry") located in or near the
City of Marion, McDowell County, North Carolina
Dear Mr. Penland:
Enclosed please find a copy of an. overnight letter to the Escrow Agent named in the
Agreement, together with a copy of the carncst money check- Please accept our apologies for
the oversight in delivering these funds to esscrow_ Al.l of the Related Agreements (see
attached map of adjacent properties) have now been signed, with the last Related At;reemernt
having been signed by L.unsford on August 20, 2008- Therefore, we request that ail Related
As7eernents, including the Agreement, have an Effective Date of.August 20, 2008. Please
ackno,Oedge the Effective Date by having your client sign below and faxing a copy of this
;igued letter to my attention at (843) 55$-7889 or maiting it to me at the address provided
below. Feet free to call me at [phone] if you have any questions or need any
additional larormation_
Sincerely,
?? . ` ---
Kevin E. Pethick
By my execution below, I hereby confirm that the Effective Date of the Agreement is August.
20, 2008_
[3iversifie"sset Development, l_nc
Bv:
cc: Arthur.i_ K. epes, (--v copy of escrow letter, neap, and cheek via ernazl)
Laura Melouas (w/ copy of escrow letter, map, and check via email)
.Tice Price (w/ copy of escrow letter; map. and check via entail)
Amy Miller (w/ copy of escrow letter, map, and check via entail)
TO: (843) 654--7885
1 115 Stualt En2als Btvd. - \lou.nr Plea ant. SC
u-cv_ tivrsrealry.cum

McDowell County
June 25, 2009
VIA FEDERAL EXPRESS
Allison Morgan
County Administrators Building
60 E Court Street
Marion, NC 28752
828-652-7121
Allison:
Enclosed are checks in the amounts of $29,021 and $20 payable to McDowell County,
NC and a copy of the deed to Marion Retail Investment, LLC.
You are authorized to deposit both checks when the original of the attached deed has
been recorded in the McDowell County, NC official real estate records.
Yo p truly,
J.
Enclosures Y
cc: Drew (via email)
Steve Howe
Tel: [phone]
1415 Stuart Engals Blvd. • Mount Pleasant, SC 29464
www.wrsrealty.com
NORTH CAROLINA SPECIAL WARRANTY DEED
Mail after recording to: Donald Fred Coats
This instrument prepared by: Donald Fred Coats, 25 West Hendeason Street, Marion, NC
28752.
THIS DEED made thisZ, day of June, 2009, by and between COUNTY OF
MCDOWELL, GRANTOR, and MARION RETAIL INVESTMENT, LLC, a South
Carolina limited liability company GRANTEE.
This designation of Grantor and Grantee as used herein shall include said parties, their
heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or
neuter as required by context.
WTTNESSETH, That The Grantor, for a valuable consideration paid by the Grantee, the
receipt of which is hereby acknowledged, has and by these presents does grant, bargain,
sell and convey unto the Grantee in fee simple, all that certain lot or parcel of land
situated in Marion Township, McDowell County, North Carolina and more particularly
described as follows:
BEING all of 1.315 acres shown on plat entitled "SURVEY FOR NCDOT
EXCESS PROPERTY ON SUGAR HILL ROAD" prepared by Freeland &
Associates, Inc., Greenville, S.C., dated. November 19, 2008, and recorded May
12, 2009 in Plat Book 17, Page 90, McDowell County Registry, (See attached
exhibit A, the map above referred to).
AND BEING that same property conveyed by the State of North Carolina to the
County of McDowell by that deed dated June S, 2009, and recorded on June 18,
2009, in the McDowell County Register of Deeds.
SUBJECT TO any underground or above-ground utilities in existence at the time of this
conveyance to GRANTEE, and is also subject to any recorded or unrecorded easements
affecting property conveyed. The GRANTEE shall bear the costs of relocating or
removing any utilities.
SUBJECT TO easements, restrictions, covenants and rights of way for utilities and
roadways serving or crossing this property.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
And the Grantor makes no warranty, express or implied, as to title to the property
hereinabove described
IN WITNESS WHEREOF, the Grantor has hereunto set his hand and seal, or if
corporate has caused this instrument to be signed in its corporate name by its duly
authorized officers and its seal to be hereunto affixed by authority of its Board of
Directors, the day and year first above written.
ATTEST
By:. .
` retary
Corporate Seal"'.-
STATE OF NORTH CAROLINA
COUNTY OF MCDOWELL
COU?Y'i'l? OF MCDOWELL
Chairman
I, a Notary Public for the County and State
aforesaid, certify that Jj]j? personally appeared before me this
day and acknowledged that she is the Sec for the County of McDowell, and that, by
authority duly given and as the act of the Corporation, the foregoing instrument was
I i t aA0#aed by its name by its Chairman, sealed with its corporate seal, and attested by
t s its Secretary.
??4'2G'C AR Y ?r
CPO WrINESS my hand and seal this .25day June, 2004. 00 c4a
Public
My Commission Expires:
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MARION, NORTH CAROLINA
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PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made this 1 day of
2008, by and between Reba Holmes, Kathy Rhodes, Teddie N. Lail and Kim Caraway North
Carolina citizens (collectively, "Seller") and WLA ENTERPRISES, INC. a South Carolina
corporation ("Buyer").
Sale and Purchase. Pursuant to this Agreement, Seller shall sell and Buyer shall
purchase an approximately .45 +/- acre parcel of land located at or near the intersection
of Interstate 40 and Sugar hill Road in McDowell County, Marion, North Carolina, and
having PIN # 0790-12-95-2119, together with all improvements thereon, easements,
water rights, mineral rights and other rights appurtenant thereto and all of Seller's right,
title, and interest in any public rights-of-way adjoining the property, together with any and
all development fees, impact fees, water, sewer or other utility tap, connection, meter or
service fees or amounts which have been paid to any governmental authority in
connection with any previous development of the property or any utility service provided
to any improvement located on said land (collectively, the "Property") shown and
described in Exhibit A-1 hereto and incorporated herein by this reference, and to be
more particularly described on Exhibit A-2 upon Buyer's receipt of the Survey (as
defined below) in accordance herewith.
Purchase Price. The purchase price for the Property (the "Purchase Price") is Two
Hundred Thousand Dollars and No/100 ($200,000.00). Buyer will pay $5,000.00 (the
"Deposit") within ten days after its execution hereof to an interest bearing escrow
account with Chicago Title Insurance Company ("Title Company"), with interest accruing
to Buyer. Such interest shall be included in any refund of the Deposit hereunder. Any
amounts required to be deposited by Buyer with the Escrow Agent pursuant to the terms
of this Agreement may, at Buyer's election, be allocated pursuant to an irrevocable letter
of credit existing in favor of Escrow Agent. The balance of the Purchase Price after
application of any deposits made pursuant to this Agreement will be paid through the
Escrow upon closing of this sale ("Closing") by certified check or Federal wire transfer.
Escrow. This Agreement will be delivered as escrow instructions to establish an escrow
(the "Escrow") with Title Company as escrowholder ("Escrow Agent"). Escrow fees are
subject to approval of Buyer and Seller. Not less than three business days prior to
Closing, Seller shall execute the deed for the Property and deliver it to Title Company to
hold until Closing. If there is any inconsistency between any escrow instructions and this
Agreement, this Agreement shall control. The effective date of this Agreement, referred
to herein as the "date of this Agreement," shall be as defined in Section 32 below. Upon
final execution of this Agreement by both parties, the execution date of this Agreement
shall be entered in the space provided above for the purpose of calculating the forty-five
day period described in Section 32.
4. Survey. Buyer shall obtain a survey of the Property (the "Survey") suitable to Buyer and
Title Company, containing the certification of the surveyor of the number of net acres
contained in the Property, exclusive of any land lying within roadways, streets, highways,
alleys, canals, wetlands, flood plains or rights of way or areas that are, by dedication or
PA Form 1235786 1 1235786
easement or use over time, open to public use (the "Net Acres"). The Survey will show
each Schedule B exception contained in the Commitment and its effect on the Property.
5. Title Review. The Title Company shall, at Buyer's expense, provide Buyer with a
commitment for an ALTA owner's title policy on the Property (the "Commitment"), and
copies of all instruments shown by the Commitment as'exceptions. At Closing Seller
shall pay and release all amounts secured by mortgages, deeds of trust or other liens on
the Property ("Monetary Liens") and terminate all existing tenancies or rights to
possession of the Property ("Tenancy Rights") and deliver the Property to Buyer vacant
and free of all tenants or any party with a claim of right to possession of the Property.
Buyer shall have thirty (30) days after receipt of the Commitment, Survey and copies of
all documents constituting exceptions to title and survey (the "Review Period"), to review
the Commitment and Survey. If Buyer objects to any matters in the Commitment or
Survey, Buyer shall notify Seller in writing prior to the expiration of the Feasibility Period.
Within thirty (30) days of receipt of notice, Seller shall clear the title of the matters to
which Buyer objects. If Buyer does not either accept or object to the Commitment and
Survey within the Review Period, Buyer shall be in default and Seller may give Buyer
notice pursuant to Section 9. Except for Monetary Liens, Tenancy Rights and matters to
which Buyer objects, exceptions contained in the Commitment are the "Permitted
Exceptions". In the event Seller is unable to clear the title of the Title Objections so
specified, after using best efforts, Buyer shall have the right to (i) terminate this
Agreement, in which event the Deposit shall be delivered to Buyer and neither party
shall have any further rights against the other, (ii) to waive the Title Objections and
proceed to Closing, or (iii) to attempt to correct the Title Objections, the cost of which
shall be deducted from Seller's proceeds and credited against the Purchase Price
payable by Buyer at Closing. If the Commitment is amended or supplemented after
Buyer has submitted its objections to Seller, the same time periods, procedures and
notices for objections and clearance of title shall apply to matters disclosed thereby.
6. Title Insurance and Deed. At Closing, Seller shall convey marketable fee simple title to
the Property to Buyer, by general warranty deed in a form acceptable to Buyer, subject
only to the Permitted Exceptions. At Closing, Seller shall deliver to Buyer possession of
the Property and the following documents: (i) an affidavit as to parties in possession and
mechanics' and materialmen's liens in form reasonably satisfactory to the Title
Company, (ii) evidence reasonably satisfactory to the Title Company that the person(s)
executing the Deed on behalf of Seller is (are) duly authorized to do so, and (ii) any
other documents reasonably requested by Buyer and/or the Title Company necessary to
close the transaction under this Agreement. The deed shall specifically list the Permitted
Exceptions on an exhibit and shall not contain language such as or similar in context to
"subject to all matters of record." Buyer shall obtain at Closing, at Buyer's expense, a
standard form ALTA Owner's Title Insurance Policy (the "Policy") issued by the Title
Company, insuring marketable fee simple title to Buyer in the full amount of the
Purchase Price and containing no exceptions or conditions other than the Permitted
Exceptions. Buyer has the right to elect to obtain an ALTA extended coverage title
insurance policy and such endorsements to the Policy as Buyer may require.
7. Risk of Loss and Condemnation. Until Closing, Seller has the risk of loss or damage to
the Property. If any loss or damage occurs prior to Closing, Buyer may, at its option,
either (i) cancel this Agreement and receive a refund of the Deposit, or (ii) accept the
Property with the Purchase Price reduced by the cost of replacement or repair. If all or
any part of the Property is condemned or any condemnation action or proceeding is
PA Form 1235786 2 1235786
commenced prior to Closing, Buyer may, at its option, either (a) cancel this Agreement
and receive a refund of the Deposit, or (b) complete the purchase, with all condemnation
proceeds and claims being assigned to Buyer.
8. Taxes and Assessments. Any real property taxes, water rates, sewer charges and rents
shall be prorated and adjusted on the basis of the actual days in the calendar year,
Seller to have the last day, to the date of Closing. Taxes for all prior years and any
taxes which become due or which are levied as a result of a change in the use of the
Property in implementing Buyer's plan for the development of the Property shall be paid
by Seller. If Closing occurs before the tax rate is fixed for the then-current year, taxes
will be apportioned upon the basis of the tax rate for the preceding year applied to the
latest assessed valuation, to be adjusted between the parties based on actual taxes for
the year in which Closing occurs at the time actual taxes are determined. Seller and
Buyer shall each deliver its prorated share of taxes plus an additional ten (10) percent to
Escrow Agent for payment to the taxing authority before delinquency based on the
amount of prorated taxes for the entire tax parcel multiplied by the percentage derived
by dividing the number of square feet contained in the Property by the number of square
feet contained in the tax parcel as a whole with an equitable adjustment for any
improvements that affect taxes. Because the tax parcel is carried on the tax rolls in the
name of Seller, Seller warrants and agrees that so long as the Property remains part of
such tax parcel, Seller shall pay all taxes on the tax parcel in a timely manner and shall
not allow such taxes to become delinquent. Assessments, either general or special, for
improvements completed prior to Closing, whether matured or unmatured, shall be paid
in full by Seller (including all principal and interest). Rollback taxes shall be paid by
Seller. All other assessments shall be paid by Buyer. Seller will provide to Buyer such
real property tax information for the Property as Buyer requests. Any Federal, state and
local documentary or revenue stamps, transfer, sales and other taxes relating to the sale
of the Property shall be paid by Seller at Closing and both parties agree to execute any
tax forms required.
9. Notice of Default. In the event either party is in default of any provision hereof, including
pursuant to Section 19, the non-defaulting party, as a condition precedent to its
remedies, must give the defaulting party written notice of the default in strict accordance
with the notice requirements of Section 18. The defaulting party shall have ten business
days from receipt of such notice to cure the default. If the default is timely cured, this
Agreement shall continue in full force and effect. If the default is not timely cured, the
non-defaulting party may pursue its applicable remedies set forth in Sections 10 or 11.
10. Remedies of Seller. If Buyer defaults under this Agreement, Seller's sole and exclusive
remedy shall be to retain the Deposit as liquidated damages, and cancel this Agreement
with Buyer responsible for the payment of any escrow cancellation fees. The parties
acknowledge that: (i) it would be impracticable to fix the actual damages suffered by
Seller as a result of such default; and (ii) the amount of the liquidated damages
represents a fair and reasonable compensation to Seller for such default.
11. Remedies of Buyer. If Seller defaults under this Agreement, Buyer may, at its option, (a)
cancel this Agreement in which case the Title Company is irrevocably instructed to
return the Deposit, to Buyer, Seller shall be responsible for any escrow cancellation fees
and Buyer may recover from the Seller all reasonable expenses paid or incurred by
Buyer in connection with this Agreement, or (b) proceed with this Agreement and
purchase the Property pursuant to this Agreement, subject to an abatement in the
PA Form 1235786 1235786
Purchase Price or (c) pursue any other legal or equitable remedy, including without
limitation a suit for specific performance.
12. Right of Entry and Inspection. At any time prior to Closing, at Buyer's sole expense,
Buyer or its authorized agents may enter upon the Property for any lawful purpose,
including making Inspections (as defined below) and erecting signs Buyer deems
necessary. Buyer may select qualified professionals to make "Inspections" (including
tests, borings, surveys, studies, inspections, investigations and interviews of persons
familiar with the Property) concerning the Property, including but not limited to tests of
structures, wells, septic tanks, underground storage tanks, soils, geologic hazards, utility
lines and systems and environmental hazards. Buyer shall order the Inspections during
the Feasibility Period. Buyer shall keep the Property free of any liens, and repair any
material physical damages to the Property arising from the Inspections. If any
Inspections disclose matters unsatisfactory to Buyer, which Seller is unable or unwilling
to correct at Seller's expense, Buyer may cancel this Agreement and receive a refund of
the Deposit.
13. Brokerage Fees. Buyer shall be responsible for the payment of the brokerage fee or
commission, payable only upon Closing, to WRS, Inc., whose agent is Jim Price. The
brokerage commissions are to be paid in accordance with the terms of separate written
agreements. Beyond the brokerage commissions noted above for which each party is
responsible, Buyer and Seller each indemnify the other against brokerage commissions
or claims arising out of the indemnifying party's actions.
14. Seller's Warranties. Seller makes the following representations and warranties which
are true and accurate as of the Effective Date and as of Closing:
(a) Seller is vested in the Property in fee simple and shall have the full right, power
and authority to convey the Property to Buyer.
(b) Seller has no knowledge of any violations of city, county, state, federal, building,
land use, fire, health, safety, environmental, hazardous materials or other
governmental or public agency codes, ordinances, regulations, or orders with
respect to the Property, or any lands adjacent to the Property.
(c) No litigation is pending, threatened or likely with respect to the Property, Seller's
interest therein, or which would inhibit Buyer obtaining clear title to the Property.
(d) Seller has no knowledge of any facts concerning the Property that would
adversely affect the ability of Buyer to develop the Property as a retail facility.
(e) The Property is not contaminated with, nor threatened with contamination from
outside sources by, any chemical, material or substance to which exposure is
prohibited, limited or regulated by any federal, state, county, local or regional
authority or which is known to pose a hazard to health and safety and the
Property has never been used for a landfill, dump site, underground
improvements, storage of hazardous or regulated substances, or by a
manufacturer of any product or for any other industrial use, nor is the Property
subject to any wetlands or other environmental limitation.
(f) Except as disclosed to Buyer in writing, there are no unrecorded leases,
arrangements, agreements, understandings, options, contracts, or rights of first
refusal affecting or relating to the Property in any way.
PA Form 1235786 4 1235786
(g) Except to the extent this Agreement provides otherwise, the Property will remain
in the condition existing as of the execution of this Agreement until Closing.
(h) The individual signing this Agreement on behalf of Seller has the authority to bind
the Seller to the agreements set forth herein.
(i) At Closing all utility services including water, gas, electrical, telephone and
sanitary sewer to the Property will be available at no expense to Buyer except
customary tap in fees.
At Closing, Seller shall execute and deliver to Buyer a written statement as of the date of
Closing reaffirming that all of the warranties and representations of Seller made in this
Agreement are true and correct or stating which, if any, are not true and correct and
describing the nature and details of such changes.
15. Environmental Indemnity. Seller hereby indemnifies and agrees to defend and hold
Buyer harmless from all claims, costs, liabilities, judgments or expenses resulting from
any representations and warranties in Section 14(d) being untrue. Seller agrees, at its
sole cost and expense, to perform all acts necessary to cause the Property to comply
with all federal, state and local environmental laws, rules and regulations. Buyer may
postpone Closing until Seller does so, or, postpone Closing and undertake actions
necessary to fulfill Seller's obligations hereunder and receive a credit against the
Purchase Price for the expenses incurred by Buyer in fulfilling Seller's duties hereunder.
16. Contingencies.
(a) This Agreement is expressly conditioned on zoning of the Property for business
retail usage, including, without limitation, twenty-four (24) hour operations,
pharmacy, gas station, tire and lube express, outdoor sales and garden center. If
the Property is not presently zoned for such usage, Buyer may, at its expense,
file an application to zone the Property for business retail usage. Seller shall
cooperate in pursuing the zoning application to completion and shall execute all
necessary and appropriate instruments. Application shall be made in the name
of either Seller or Buyer as required under governing law. If such zoning is not
obtained on or before Closing, then Buyer may, at its option, cancel this
Agreement and receive a refund of the Deposit.
(b) Buyer shall have a 180 day period from the Effective Date (the "Feasibility
Period") to determine the feasibility of Buyer's planned development of the
Property. At any time prior to the end of the Feasibility Period, the Buyer may,
for any reason in its sole and absolute discretion, cancel this Agreement and
receive a refund of the Deposit.
(c) Buyer may elect, at any time within the Feasibility Period to extend the Feasibility
Period for an additional 180 days ("First Extension Period") by providing written
notice of such election to Seller and delivering a "Second Deposit" in the amount
of $10,000.00 to Escrow Agent. The Second Deposit shall be applicable to the
Purchase Price, but immediately non-refundable upon deposit, except in the
event of a seller default under Section 11 or condemnation under Section 7.
(d) Buyer may elect, at any time within the First Extension Period to extend the
Feasibility Period for an additional 180 days ("Second Extension Period°) by
providing written notice of such election to Seller and delivering a "Third Deposit"
PA Form 1235786 5 1235786
in the amount of $10,000.00 to Escrow Agent. The Third Deposit shall be
applicable to the Purchase Price, but immediately non-refundable upon deposit,
except in the event of a seller default under Section 11 or condemnation under
Section 7.
(e) This Agreement is expressly conditioned upon receipt of (i) all approvals, permits
and licenses deemed necessary by Buyer for its use of the Property and for the
construction of Buyer's planned facilities, subject only to conditions and
stipulations acceptable to Buyer and (ii) any and all subdivision approvals
necessary to convey the Property to Buyer (the "Governmental Approvals").
Seller shall, in all ways, fully cooperate with Buyer in the pursuit of the
Governmental Approvals including, without limitation, executing any application
necessary to obtain each and every Governmental Approval. Buyer shall pursue
the applications and processing to completion and Seller shall execute all
necessary and appropriate instruments reasonably requested by Buyer which are
related to the same. "Final Approval" of the Governmental Approvals shall be the
date when: (i) all of the Governmental Approvals have been reviewed and finally
approved by the appropriate governmental agencies, (ii) any ordinances with
respect thereto have taken effect, (iii) the time has passed for appeal of all
Governmental Approvals, (iv) no notice of referendum or initiative with respect to
any Governmental Approval has been published or publicized and (v) any
appeals or litigation with respect to (iii) or (iv) above have been prosecuted and
resolved in a manner which is satisfactory to Buyer and is not subject to remand
to lower courts or governmental agencies. If Final Approval has not occurred on
or before the Closing, Buyer may, at its option, either (a) continue this Agreement
in full force and effect until the same has occurred, (b) terminate this Agreement,
in which case this Agreement shall be of no further force and effect, and Title
Company is irrevocably instructed to return to Buyer the Deposit, or (c) waive
some or all parts of this contingency, (with or without imposition of further
conditions not involving additional dollar expense by Seller) at Buyer's sole and
absolute discretion, and proceed with the Closing.
(f) Within the Feasibility Period, Buyer shall determine if the Property is or can be
adequately serviced for all utility services. If Buyer determines, in its sole
discretion, that such utility service is not available in a manner or at a cost to
make development of the Property economically feasible for Buyer, Buyer may
cancel this Agreement and receive a refund of the Deposit, together with all
interest thereon.
(g) This Agreement is conditioned upon Buyer obtaining all required internal
approvals from Buyer's Real Estate Committee within the Feasibility Period.
17. Information. Within ten (10) days after the Effective Date, Seller shall provide Buyer with
copies of all surveys, site plans, studies, engineering reports, environmental studies,
agreements pertaining to any water rights or supply, matters similar to the results of
Inspections and other materials prepared for Seller, in Seller's possession or available to
Seller relating to the Property and shall disclose in writing any other reports of which
Seller is aware. If this Agreement is canceled, the information provided will be returned
to Seller; otherwise, Buyer may retain the information. Seller shall disclose any material
changes with respect to any information contained in this Agreement which occur prior to
Closing.
PA Form 1235786 6 1235786
18. Notices. All notices and communications required or permitted to be given hereunder
shall be in writing and hand delivered or mailed by certified or registered mail, postage
prepaid, or by Federal Express, Airborne Express, or similar overnight delivery service,
addressed as follows:
If to Seller: If to Buyer:
Reba Holmes, Kathy Rhodes, WLA Enterprises, Inc.
Teddie Lail, and Kim Caraway 2361 South Centennial Avenue
46 Ben Street Aiken, SC 29803
Marion, NC 28752 Attn: Arthur J. Kepes, Vice President
Tel: [phone] Tel: [phone]
Notice shall be deemed to have been given upon receipt or refusal
19. Closing. Closing shall occur at a place and time mutually agreed upon by the parties,
within thirty (30) days following the date when all conditions and contingencies set forth
in this Agreement are satisfied (the "Closing"). Seller shall deliver to Buyer and Title
Company all information and documents required of it for Closing at least three (3) days
prior to Closing. If Seller fails to do so, Buyer may, at its option, delay Closing until three
(3) days after all information and documents are delivered. Each party authorizes the
Title Company to prepare the settlement statements for the Closing on HUD forms, show
both the Buyer and Seller columns on a single settlement statement and disclose to the
other party both the Buyer's and the Seller's half of any settlement statement, pre-audit
or similar closing statement. Seller shall deliver possession of the Property to Buyer at
Closing vacant and free of all tenants or any party with a claim of right to possession of
the Property, and if Seller fails to do so, Buyer may, at its option, delay Closing until ten
days after the Property is vacant and free of all tenants or any party with a claim of right
to possession of the Property.
20. Closing Costs. Notwithstanding anything to the contrary contained herein, Closing costs
shall be paid as follows:
By Seller (Seller hereby authorizing Title Company to deduct the following
expenses from the Seller's proceeds due at Closing):
(a) Expenses of placing title in proper condition.
(b) Preparation of General Warranty Deed, affidavits and any other
documents required to convey title.
(c) Revenue stamps, transfer tax, documentary stamps or excise tax.
(d ,_ 04-ha
(e) Brokerage or finder's fee or commission per Section 13.
By Buyer:
(a) Recording Fees.
(b) Title insurance examination and standard owner's policy premium.
(c) One-half the escrow fee, if any.
21. Time of Essence. Time is of the essence of this Agreement.
PA Form 1235786 7 1235786
22. Entire Agreement. This Agreement contains the entire agreement between Seller and
Buyer, and there are no other terms, conditions, promises, undertakings, statements or
representations, either written or oral or express or implied, concerning the sale
contemplated by this Agreement.
23. Headings. The Section headings are for convenience of reference only and do not
modify or restrict any provisions hereof and shall not be used to construe any provisions.
24. Modifications and Waiver. This Agreement may be amended only by an instrument in
writing signed by both Seller and Buyer. This Agreement may be terminated only in
accordance with the terms of this Agreement or by an instrument in writing signed by
both Seller and Buyer. No waiver of any of the provisions of this Agreement shall
constitute a waiver of any other provision, nor shall any waiver be a continuing waiver.
Except as expressly provided in this Agreement, no waiver shall be binding unless
executed in writing by the party making the waiver.
25. Successors. This Agreement shall inure to the benefit of and bind the parties hereto and
their respective executors, heirs, administrators, successors and assigns. Seller may
not assign this Agreement without the prior written consent of Buyer. Buyer may freely
assign this Agreement without consent by Seller.
26. Internal Revenue Code. Seller agrees to comply with Section 1445 of the Internal
Revenue Code and will complete and submit to Buyer the form attached as Exhibit B.
27. Attorney's Fees; Court Costs. In any action or proceeding arising out of this Agreement,
each party shall bear its own attorney's fees, and the prevailing party shall be entitled to
recover only court costs from the non-prevailing party incurred by such party in enforcing
its rights hereunder. In the event of a legal dispute, the laws of the State where the
Property is located shall prevail.
28. Survival. All warranties, indemnities, representations and covenants herein and the
provisions of Section 8 shall survive Closing.
29. Effective Date/Dates of Performance. If any date for performance of any obligation
hereunder falls on a Saturday, Sunday or nationally established holiday, the time for
performance of such obligation shall be extended until the next business day following
such date.
30. Enforceability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision shall be fully severable. This Agreement shall be
construed and enforced as if such illegal, invalid or unenforceable provision had never
comprised a part hereof.
31. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed to be an original, but all of which, together, shall constitute one and the
same instrument.
32. Simultaneous Closing. In addition to this Agreement, Buyer is negotiating purchase
agreements for several adjacent tracts. The "Effective Date" of this Agreement shall be
the earlier of i) the date that all of the Related Purchase Agreements (defined below) for
the adjacent tracts have been fully executed, or forty-five (45) days after the date upon
which both parties have executed this Agreement. Upon full execution of the purchase
agreements for the adjacent tracts, Buyer shall deliver Seller written notice of the
PA Form 1235786 8 1235786
adjacent properties that are under contract and subject to simultaneous closing (the
"Related Purchase Agreements") and shall also provide notice of the "Effective Date."
Buyer's obligation to close under this Agreement is contingent upon its ability to close
simultaneously on the Related Purchase Agreements. In the event that Buyer is
prepared to close under this Agreement, but there is a Seller default under one of the
Related Purchase Agreements, Buyer shall be permitted to terminate this Agreement
and receive a full refund of its initial Deposit and any additional Deposits hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESS OR ATTEST: "SELLER"
By: ;U,-? 4w",7?
Reba Holmes
Date: 31- / - z-) C9
PA Form 1235786 9 1235786
By: hf?AA-41L&Z Rk4??
Kathy Rhode
WITNESS OR ATTEST:

PA Form 1235786
Date: 1?/ ^D g,
By: 1 lj 1'
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Teddie N. Lail
Date: - j - b 1
By: C'
Kim Caraway
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Date:
"BUYER"
WLA Enterprises, Inc.,
a South Carolina corporation
By:
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1235786
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EXHIBIT A-2 TO PURCHASE AGREEMENT
479830.04 4/30/2003
(Legal Description to be attached upon receipt of Survey)
EXHIBIT A-2 TO PURCHASE AGREEMENT
13
INDIVIDUAL TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real
property interest must withhold tax if the transferor (seller) is a foreign person. To inform the
transferee (buyer) that withholding of tax is not required upon my disposition of a U.S. real
property interest,
I, hereby certify the following:
I am not a nonresident alien for purposes of U.S. income taxation;
, U1. 2. M
y U.S. taxpayer identifying number (Social Security Number) is
17 1-1 1 ?og
3. My home address is ,80X / RZI , QL df r'? R _/V C, ? M Z
I understand that this certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement I have made here could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct, and complete.
7) ?J
Date: '3 -- l -- d S
INITIAL
479830.04 4/3012003 EXHIBIT B TO PURCHASE AGREEMENT
14
INDIVIDUAL TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real
property interest must withhold tax if the transferor (seller) is a foreign person. To inform the
transferee (buyer) that withholding of tax is not required upon my disposition of a U.S. real
property interest,
I. ?/1i? ?C GlG'c hereby certify the following:
1. I am not a nonresident alien for purposes of U.S. income taxation;
2. My U.S. taxpayer identifying number (Social Security Number) is
3.t My home address is U
(
may ICrn tJC ' 7 2
I understand that this certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement I have made here could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct, and complete.
Date: ? Z/
INITIAL
479830.04 4/30/2003
EXHIBIT B TO PURCHASE AGREEMENT
15
INDIVIDUAL TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real
property interest must withhold tax if the transferor (seller) is a foreign person. To inform the
transferee (buyer) that withholding of tax is not required upon my disposition of a U.S. real
property interest,
1' hereby certify the following:
I am not a nonresident alien for purposes of U.S. income taxation;
2. My U.S. taxpayer identifying number (Social Security Number) is
9 - 51,1- 9?0
3- My home address is t
I understand that this certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement I have made here could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct, and complete.
Date: 4 1 /D$
INJIIAL
479830.04 4130/2003 EXHIBIT B TO PURCHASE AGREEMENT
16
INDIVIDUAL TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee (buyer) of a U.S. real
property interest must withhold tax if the transferor (seller) is a foreign person. To inform the
transferee (buyer) that withholding of tax is not required upon my disposition of a U.S. real
property interest,
hereby certify the following:
1. I am not a nonresident alien for purposes of U.S. income taxation;
2. My U. S. taxpayer identifying number (Social Security Number) is
-? - °SL- d - 021 r
3. My home address is ?e i
I understand that this certification may be disclosed to the Internal Revenue Service by the
transferee and that any false statement I have made here could be punished by fine,
imprisonment, or both.
Under penalties of perjury I declare that I have examined this certification and to the best of my
knowledge and belief it is true, correct, and complete. ?yJ??
/ dw? L"`?`?1
Date: ?- / - CJs
INITIAL R, -#
EXHIBIT B TO PURCHASE AGREEMENT
479830.04 4/30/2003
17
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FEB 1, 0 20;0 MARIO , NORTH CAROLINA
DENR • WATER QUALITY `Store #
Vi'ETLANDS AND S T (`n'2?,iVlATER MNCH
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT ("Agreement") is made this 20 day of ; yst ,
2008, by and between Marvin D. Lunsford and wife Shelby Jo Lun ford, orth Carolina
citizens (collectively, "Seller") and WLA ENTERPRISES, INC. a South Carolina corporation
("Buyer").
Sale and Purchase. Pursuant to this Agreement, Seller shall sell and Buyer shall
purchase an approximately 1.19 +/- acre parcel of land -improv d with a house and
located at 120 Mill Rd. (SR 1189) in McDowell County, Marion North Carolina, and
having PIN # 0790-12-95-5690, together with all improvements t eteon (excluding the
house if removed per section 33), easements, water rights, mi eral rights and other
rights appurtenant thereto and all of Seller's right, title, and i terest in any public
rights-of-way adjoining the property, together with any and all dev loPment fees, impact
fees, water, sewer or other utility tap, connection, meter or se Ice fees or amounts
which have been paid to any governmental authority in connection: with any previous
development of the property or any utility service provided to an Improvement located
on said land (collectively, the "Property") shown and described in Exhibit A-1 hereto and
incorporated herein by this reference, and to be more particularly scribed on Exhibit A-
2 upon Buyer's receipt of the Survey (as defined below) in accords ce herewith.
2. Purchase Price. The purchase price for the Property (the "Purchase Price") is Two
Hundred and Forty Thousand Dollars and No/100 ($240,000.00) Buyer will deliver a
$10,000.00 earnest money deposit (the "Initial Deposit") directly t Seller within two (2)
days after Seller's execution hereof. The Initial Deposit shall be tendered to the Seller
and shall be non-refundable- Upon delivery, notwithstanding th effective date of this
agreement as defined -in Section 32 herein below, the Initial De osit shall be the sole
personal property of the Seller immediately upon receipt by S Iler, absent a Seller
default hereunder. Upon closing, the Initial Deposit shall be applied to the purchase
price and credited to the Buyer. In the event that this Agreement is terminated for any
reason other than a Seller Default, Seller shall retain and Buyer shall forfeit the Initial
Deposit. As to any additional earnest money deposits hereund e r, '/z of each deposit
shall be delivered to Seller and the other '/z shall be paid to an i erest bearing escrow
account with Chicago Title Insurance Company ('Title Compan ' or "Escrow. Agen"t"),
with interest accruing to Buyer. Such interest shall be include it any refund of the
Deposit hereunder. Any amounts required to be deposited by Buyer with the Escrow
Agent pursuant to the terms of this Agreement may, at Buyer's election, be allocated
pursuant to an irrevocable letter of credit existing in favor of Escrow Agent. The balance
of the Purchase Price after application of any deposits made purs art to this Agreement
will be paid through the Escrow upon closing of this sale ("Closing) by certified check or
Federal wire transfer.
3. Escrow. This Agreement will be delivered as escrow instructions o establish an escrow
(the "Escrow") with Title Company as escrowholder ("Escrow Agent"). Escrow fees are
subject to approval of Buyer and Seller. Not less than two (2) usiness days prior to
Closing, the parties shall deliver all of the signed, original clos ng documents to the
closing attorney with instructions to hold them in escrow until Closing, and not to record
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Company, insuring marketable fee simple title to Buyer in th full amount of the
Purchase Price and containing no exceptions or conditions oth r than the Permitted
Exceptions. Buyer has the right to elect to obtain an ALTA extended coverage title
insurance policy and such endorsements to the Policy as Buyer m y require.
7. Risk of Loss and Condemnation. Until Closing, Seller has the ris of loss or damage to
the Property. If any loss or damage occurs prior to Closing, Bu er may, at its option,
either (i) cancel this Agreement and receive a refund of the Dep sit, or (ii) accept the
Property with the Purchase Price reduced by the cost of replacement or repair. If all or
any part of the Property is condemned or any condemnation action or proceeding is
commenced prior to Closing, Buyer may, at its option, either (a) an`cel this Agreement
and receive a refund of the Deposit, or (b) complete the purchase, ith all condemnation
proceeds and claims being assigned to Buyer.
8. Taxes and Assessments. At Closing, all real property taxes acc wing in 2009 shall be
paid by Buyer. Rollback taxes (if any) and taxes for all prior years shall be paid by
Seller. All other assessments shall be paid by Buyer. Seller will roVide to Buyer such
real property tax information for the Property as Buyer requests. nyf Federal, state and
local documentary or revenue stamps, transfer, sales and other to es? relating to the sale
of the Property shall be paid by Buyer at Closing and both parties agree to execute any
tax forms required.
9. Notice of Default. In the event either party is in default of any prov Sion hereof, including
pursuant to Section 19, the non-defaulting party, as a condi on precedent to its
remedies, must give the defaulting party written notice of the defa it in strict accordance
with the notice requirements of Section 18. The defaulting party shall, have ten business
days from receipt of such notice to cure the default. If the default is timely cured, this
Agreement shall continue in full force and effect. If the default i not timely cured, the
non-defaulting party may pursue its applicable remedies set forth in Sections 10 or 11.
10. Remedies of Seller. If Buyer defaults under this Agreement, Sell ssole and exclusive
remedy shall be to retain the Deposit as liquidated damages, and cancel this Agreement
with Buyer responsible for the payment of any escrow cancellati n fees. The parties
acknowledge that: (i) it would be impracticable to fix the actual damages suffered by
Seller as a result of such default; and (ii) the amount of th liquidated damages
represents a fair and reasonable compensation to Seller for such default.
Notwithstanding anything to the contrary above, this Section shall Pot limit or restrict
Seller from pursuing legal or equitable remedies against Buyer in tlhe event Buyer fails to
comply (after notice and opportunity to cure) with its obligation to °irepair any material
physical damages to the Property arising from the Inspections" in Section 12.
11. Remedies of Buyer. If Seller defaults under this Agreement, Buyer may, at its option, (a)
cancel this Agreement in which case all Deposits shall be returne to, Buyer, Seller shall
be responsible for any escrow cancellation fees and Buyer may r cover from the Seller
all reasonable expenses paid or incurred by Buyer in connection ith!this Agreement, or
(b) proceed with this Agreement and purchase the Property pursu ntto this Agreement,
subject to an abatement in the Purchase Price or (c) pursue any o her legal or equitable
remedy, including without limitation a suit for specific performance.
12_ Right of Entry and Inspection. At any time prior to Closing, at [ uyer's sole expense,
Buyer or its authorized agents upon twenty-four (24) hours notic tb Seller may enter
upon the Property for any lawful purpose, including making Inspections (as defined
PA Form 1235786 3 ? 1235786
98LS£ZL 98LS£Zl wJoj Hd
-ulajay 1411oI las sluawooke ay} of Jallag ayj
pulq of AluoyIne aqj ey japaS jo jleyaq uo juawaaj6y slyl 6uiu6is lenplnlpul ay1 (y)
-6uisolo I!Iur awaaJ6y slyl jo uotlnoaxa ayj #o se 6uilstxa uolllpuoo ay# ul
utewai limn Aliadojd -y} ';9SIMJaylo saptno.id juawaaj6y slyl jualxa ay1 of 4daoxg (6)
Henn Aue ul AlJadoJd GqT 01 6ullelaJ JO 6ut}oage lesnjai
Isju jo sly6u .to 's}oe }uoo 'suol}do 's6ulpuelsiapun 'sluawaal6e 'sluawa6uejje
`saseal papiooaju`n u aje aiayj '6ul}unn ul jaAng of pasolostp se jdaoxD (?)
-uol1e;lwli leIuawuatnua Jaylo 1o spuel}aM Aue o} joafgns
AlladoJd ayl sl you ` sn leu}snput jaylo Aue jol io lonpoid Aue jo jainjoeptiew
e Aq jo 'seouelsq s * pa}eln6ai jo snopiezey jo a6eaols 'sluawanoidwl
punoi6.tapun '91ls wnp '114puel a .tol pasn uaaq Janau sey Aliadoi
ayg pue Ajajes pde lleay of piezey a asod of umouN sl yotynn jo Aluoylne
leu0169i io leool oo 'a}elts 'leaapal Aue Aq palelnbai jo popwll `pa}lq!yojd
st ainsodxa yolynn! o aoue;lsgns 1o leua}ew 'leolwayo Aue 'Aq saoinos aplslno
woJI uoljeulwejuoo 3lM pauaIeaJyl .tou 'y}lnn paleutweluoo lou sl Aliadoad ayl (a)
A;tlloe? lte?aa e s Aliadold ayj dolanap of .ta?(ng jo A4l1lge ayt. loa}le AIGSJanpe
plnonn leyl Al,adohd ayj 6utwaouoo sloe} Aue }o abpalnnoui ou sey .tallaS (P)
-Alaadoid ayj of a)1l} jealo 6ulule}go jaAng liq!qui plnom yolynn .to 'ulajayl }sa.ta}ut
s,jallaS 'Aliadoid ayj of joadsai yllnn AlaNtl ao paualealyl '6ulpuad sl 1101}e611lf ON (o)
adoJd ayj of juaoefpe spuel Aue .to `Al-jadoad ayj o} }oadsaj
ql!m siapio ao 'sup n6w 'seoueutpio 'sapoo Aoue6e ollgnd 1o lejuawuIano6
aayjo Jo sleuajeut nopiezey 'JejuawuoJlnua 'Alajes 'ql eay 'ajlj 'asn puel
'6ulpllnq 'lejapal '61e :s 'A.unoo `Alto jo suotleloln Aue Jo a6palnnou? ou sey J911GS (q)
-jaAng ot, Apadold ayj ABAUOO of Aluoylne pue
jannod 'ly6u llnj ay} ney peys pue aidwls aaj ul Apadoid ayj w paIsaA sl JallaS (e)
:6ulsalo 10 se pue aleQ antIoaJ}g ay} jo se alemooe pue anal ale
yoigm salluelienn puq suollejuasaidaj 6ulnnollol aye saNew 1allaS -sal}ueaaeAA s,aaIIGS
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tq Isute6e jay}o ayl, A4luwapul yoea jalleS pue .taAng 'algtsuodsaj
noge pajou suotsstwwoo a6eja? oiq aqj puoAag -sluawaa-i6e
ua} ay} yl!m aouepjoooe ut pled aq o} aie suolsstwwoo a6ejaNolq
ie asoynn '-oul 'S2iM of '6ulsolo uodn Aluo algeAed 'uolsstwwoo
jo }uawAed ay} jo} apsuodsaj aq peys jeAng -saad a eja? oag
p punlai a GAlaoaa pue auawaaj6y slyl laoueo Aew jaAng 'esuadxe
iutplnnun ao algeun st aallaS yolynn 'jaAng ot. A1o}oeplesun sial}ew
Aue 11 •suolloadsul ay} wojj 6ulsue A}iadold 941 01 sa6ewep
:.tledw pue 'suatl Aue to aail AlJadojd aqj deaN peys jaAng
Bump suolloadsul ayj japio peys aaAng -spaezey leJuawuoJlnua
tl Appin 'spaezey ol6olo96 'sllos 'sNuel, a6eiols punoi6Japun 's? uej
ils jo sisal o} pallwll }ou Inq 6utpnlout 'Agtadoid ayj 6ulwaouoo
impuiel suosiad jo smalnaa}ut pue suo11e61Isanul 'suot}oadsul
6uuoq 'sisal 6ulpnloul) ,suo!joadsui„ aNew of sleuolssajo.td
iaAng -Aiesseoeu swaap jeAng su6ls 6upaia pue (nnolaq
VL
'CL
(i) At Closing all utility services including water, gas, ele rival, telephone and
sanitary sewer to the Property will be available at no expense to Buyer except
customary tap in fees.
At Closing, Seller shall execute and deliver to Buyer a written state ent as of the date of
Closing reaffirming that all of the warranties and representations of Seller made in this
Agreement are true and correct or stating which, if any, are not true and correct and
describing the nature and details of such changes.
15. Environmental Indemnity. Seller hereby indemnifies and agree t¢ defend and hold
Buyer harmless from all claims, costs, liabilities, judgments or ex erases resulting from
any representations and warranties in Section 14(d) being untrue Seller agrees, at its
sole cost and expense, to perform all acts necessary to cause the Property to comply
with all federal, state and local environmental laws, rules and re ulations. Buyer may
postpone Closing until Seller does so, or, postpone Closing a d ! undertake actions
necessary to fulfill Seller's obligations hereunder and receive a credit against the
Purchase Price for the expenses incurred by Buyer in fulfilling Sell is duties hereunder.
16. Contingencies.
(a) This Agreement is expressly conditioned on zoning of the Property for business
retail usage, including, without limitation, twenty-four ( 4) hour operations,
pharmacy, gas station, tire and cube express, outdoor sal es land garden center
(the "Wal-Mart Uses°). If the Property is not presently z ned for such usage,
Buyer may, at its expense, file an application to zone the Property for business
retail usage. Seller shall cooperate in pursuing the o6ing application to
completion and shall execute all necessary and app ropriate instruments.
Application shall be made in the name of either Seller or B yet as required under
governing law. If such zoning is not obtained on or befor Closing, then Buyer
may, at its option, cancel this Agreement and receive a re udd of that portion of
the Deposit delivered to Escrow Agent.
(b) Buyer shall have a 180 day period from the Effective ate (the "Feasibility
Period") to determine the feasibility of Buyer's planned development of the
Property. At any time prior to the end of the Feasibility P rind, the Buyer may,
for any reason in its sole and absolute discretion, cance this Agreement, but
Seller may retain the Initial Deposit absent a Seller default.
(c) Buyer may elect, at any time within the Feasibility Period to e? tend the Feasibility
Period for an additional 180 days ("First Extension Period ) b providing written
notice of such election to Seller and delivering a "Second eposit° in the amount
of $10,000.00, with $5,000.00 being delivered to Seller anlf $5,000.00 being
delivered to Escrow Agent. The Second Deposit shall be applicable to the
Purchase Price, but immediately non-refundable upon d eposit, except in the
event of a seller default under Section 11. Also, the p ortion of the Second
Deposit to be delivered to Escrow Agent shall be refund able in the event of
condemnation under Section 7.
(d) Buyer may elect, at any time within the Feasibility Period tolextend the Feasibility
Period for an additional 180 days ("Second Extension Period") by providing
written notice of such election to Seller and delivering a Third Deposit" in the
amount of $10,000.00, with $5,000.00 being delivered to }Seller and $5,000.00
PA Form 1235786 5 1235786
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pauanl.aa aq il!m pap!,,,
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o; aigel!ene ao uotssa
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'sa!pnls 1ejuawuoaiAL
y}!m jaAng ap!Aoad qle
eys aallaS -uo!l.etwo}ui aqj uielaa Aew aaAnq 'asuwaylo `aallaS 01
A uoilewjo}ui ayj 'paleoueo si luawaaj6y s1gI }l -ajeme s! aa11aS
Aue 6uipim ui asolos!p (legs pue Alaadoad ayj of builelaa aallaS
god s,aallaS ui 'aallaS ao} paaedaad slepajew aayjo pue suo!Ioadsul
s siall.ew 'Alddns ao s;<y6u aalem Aue of 6u!umpad sluawaaa6e
'spodaa 6uuaaw6ua 'saipn}s 'sueld aps 'sAanans lie }o saidoo
5 aallaS 'ale(] GA1Pa}J3 ayj aalle sAep (o l.) ua} up-IMA -uoRewao}ul
poiaad A4!1!q!se 3 941 UILIP n aaPwwo(] alels3 lead s,aaAng woa} slenoidde
lewalui paatnbaa jie 6u!uielgo aaAng uodn peuo!l!puoo si juawaaa6y s!yl (6)
Sant oaa }! spsodap pamp Aue pue ;:!soda(] letpul aqj u!elaa lleys
aallaS lnq 'spsoda j 1 uo!lappe Aue }o pun}aa a an!aoaa pue juawaaa6y s!yl, laoueo
Aew aaAng `aaAne lao elq!sea} Alleo!wouooa Alaadoad ayj }o juawdolanap GNew
o} lsoo a le ao aau?m a ui algel!ene IOU si ao!was A}!l!ln yons 1egj `uoijalos!p
alos s}! U1 'sautw.iajap aaAng }I -sooaas hgn Ile ao} peo!naas Aiajenbape
aq ueo ao s! Alaadoadl aye }! awwaaap Ile'
aaAng '130119d A}!I!q!sea3 ayl wy!M (})
-6wsol(] ay} q !m paaoowd pue 'uopaaos!p alnlosge
pue alos s,jaAng ?e G allas Aq asuadxa aellop leuo!l!ppe 6ulnionu! IOU suolI!puoo
aay;<an} }o uo!;;!sodu ! oyl.!m ao y>r_m) `Aoua6ui}uoO s!qj }o shed Ile ao aluos GAMM
(o) ao 'saA!aoaa l! s}rs dap pa1!p Aue uielaa lleys aallaS Inq `aaAng of uo!ssassod
sl! u! I!soda(] aye }o uoilaod }ey} uanlaa of paprulsu! Algeoonaui si Auedwo(]
GIILL pue `}oage pue oao} aaLWr4 ou }o aq lleys juawa9a6y siLg eseo yoigm ui
'Juaweai6y s141 a}eu!
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puewaa of pafgns jo si pue aaAng of A.tope}sges s! 43114M aauuew a ul paAlosaa
pue pa}noasoad uaaq aney anoge (Al) ao (u!) of }oadsal y}!m uotl.e6t?!i ao sleadde
Aue (A) pue pezlo!iq d ao pays!lgnd uaaq sey Ienoaddy IeIuawwanoE) Aue
ol Joadsaa 141inn ant} W ! ao wnpuaaa}aa }o eotjau OU (n!) 'sienoaddy Ie}uawuaanoE)
lie }o leadde ao} Ps Red sey awg ay} (!!!) `Pa4e uaMel, aney ojaaayj joadsaa
t4pm seoueuipao Aue (!t) 'saiou06e JEJUGwwOA06 al,epdoadde ayj Ag panojdde
Alleug pue pamemaa u aq aney slenoaddy Ie;uawuaanoE) ay4 }o !le (!) :UGgM alep
ayj aq 11eys slenoac}d le}uawwanoE) ayl }o „Ienoaddy leui j„ -awes atyl of pal.elaa
aje g3114M jaAng Aqi p Isenbaa Aigeuoseaa sluawna}sui a}epdoadde pue Aaessaoau
Ile a}noexa ileys )al as pue uogaldwoo of 6uissaooad pue suo!leoildde ay}
ansand (legs aaAng ! i noaddy ie}uawwanoE) Agana pue yoea uie}go o4 Aaessaoau
uo!aeoildde Aue 6u }n axe `uo!}epwtl }noy}w+ '6u!pnloui slenoaddy IeJuawuaanoE)
ayj }o I!nsand ayj L !. aaAng qjW a}eaadooo A11n} 'sAam Ile ui 'Keys aallaS
-(„slenoaddy lejuath anoE)„ ayl.) aaAng of Alaadoad 9qJ AGAUOO o} AaeSSGOGu
s!enoadde uo!s!nlp41n Ile pue Aue (!!) pue aaAng o} algeldaooe suoileind!}s
pue suoilipuoo o} uo joa fgns 'sa!j!I!oej pauueld s,aaAng }o u0pona}suoo
ayj aol pue Apadoad yl. jo asn s}! ao} aaAnig Aq Aaessaoau paweap sasuao!l pue
s}!wad 'slenoadde jie r!) }o Idiaoaa uodn pamppuoo Alssaadxa s! }uawaaj6y siyl (a)
•L uo!1oaS aapun uoileuwapuoo
}o Juana ay} ul aloe un}aj aq Heys jua6y moaos3 01 paaan!lap aq of I!sode(]
puooaS ay} }o uoio ayj 'osiy - 1, L uo!joaS japun. }ine}ap wallas a }o ;uana
eqj u! Ideoxa 'I!so'da uodn algepun}aruou Aleleipawwi }nq 'Go' ad aseyojnd
aye ol a1Qeo!Idde aq II , ys j!soda(] puooaS ayl qua6y nnoaos3 01 paaan!iap 6utaq
'L L
changes with respect to any information contained in this Ag
Closing.
18. Notices. All notices and communications required or permitted
shall be in writing and hand delivered or mailed by certified or r
prepaid, or by Federal Express, Airborne Express, or similar ovi
addressed as follows:
If to Seller: If to Buyer:
Marvin D. and Shelby Jo Lunsford WLA Enterprises, In
120 Mill Rd. (SR1189) 1415 Stuart Ingals E
Marion, NC 28752 Mount Pleasant, SC
Tel: [phone] Attn: T. Scott Smith,
Tel: [phone]
Notice shall be deemed to have been given upon receipt or
19. Closinq. Closing shall occur at a place and time mutually agree(
within thirty (30) days following the date when all conditions and c
in this Agreement are satisfied (the "Closing"). Seller shall deli%
Company executed copies (not originals) of all information and do
for Closing at least seven (7) days prior to Closing. If Seller fails t(
its option, delay Closing until seven (7) days after copies o
documents are delivered. Each party authorizes the Title Con
settlement statements for the Closing on HUD forms, show both
columns on a single settlement statement and disclose to the
Buyer's and the Seller's half of any settlement statement, pre-a
statement. Seller shall deliver possession of the Property to Bu
and free of all tenants or any party with a claim of right to posse
and if Seller fails to do so, Buyer may, at its option, delay Closing i
Property is vacant and free of all tenants or any party with a claim
of the Property.
20. Closing Costs. Notwithstanding anything to the contrary container
shall be paid as follows:
By Seller (Seller hereby authorizing Title Company to
expenses from the Seller's proceeds due at Closing):
(a) Seller shall pay the expenses of placing t
and their own Attorney's fees beyond the amount
No/100 Dollars ($5,000.00) to be paid by Buyer
closing costs, including ad valorem taxes accruing
shall be paid by Buyer.
B Buyer:
(a) Recording Fees.
which occur prior to
given hereunder
?d mail, postage
delivery service,
Ste 100
ent
sal.
ipon by the parties,
itingencies set forth
to Buyer and Title
invents required of it
to so, Buyer may, at
all information and
any to prepare the
ie Buyer and Seller
ther party both the
fit or similar closing
:r at Closing vacant
ion of the Property,
tii ten days after the
Fright to possession
n, Closing costs
n proper condition
ive Thousand and
;losing. All other
r January 1, 2009,
PA Form 1235786 7 1235786
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'Ilenajd Heys paleool sl fqjado.id
ay} ajaynn aleis Gq: l o snnel ay} 'alndslp le6a1 a Jo Juana ay} ul -japunajay slgbu sp
6uiojolua ui Aped yon Aq pajjnoul AJjed 6ulllenajd-uou aqj wojJ slsoo ljnoo Aluo janooaj
of palplua aq lleys'AJj d 6ulrenajd ayl pue 'saaj s,Aaujolle uMo sll jeaq pegs AJjed yoea
`Juawaaj6y slyl Jon Buis" 6ulpaeoojd jo uotJoe Aue ul slsoo Jmoo .saad s, awolJy LZ
'8 pglyx3 se payo JJe wjol aqj jaAng of Jiwgns pue aleldwoo llinn pue apoo anuana*?]
Ieujalui aqj Jo 5?{,I uoipaS qpm Aldwoo of saaj6e -jallaS -apoo anuanad leujalul 9Z
'jallaS Aq luesuoo Jnogj!m JuawaajbV sigl u6isse
Al@G4 AM jaAng 'ja ng to Juesuoo ualJunn joud aqj lnogl!m Juawaaj6y siyJ u6lsse lou
Aew Callas -su63sse pue sjossaoons 'sjolejlsluiwpe 'sjlay `sjalnoaxe aAijoadsaj mayl
pue olajay sallied ay pulq pue to lgauaq ayJ of ajnul Ileys Juawaaj6d siyl •sjossooonS 6Z
'janienn ayJ 6u1NEw Aljed aql Aq 6uipinn ul palnoaxe
ssalun 6u1
.pu1q aq it ys jaA]E!M ou 'Juawaaa6y slyJ ul paplnojd Alssajdxa se ldaox3
'jaAMM 6ulnulluoo a q jaAleM Aue lleys jou 'uolslnoid jaylo Aue Jo janienn a alnl!lsuoo
Ileys Juawaai6y S M to suolslno.id aqj to Aue Jo janienn ON -jaAng pue aallaS gloq
Aq pau6ls bu4unn ul l awnjlsul ue Aq jo Juawaaj6y siyl Jo suual eqj ql!m aouepjoooe
w Aluo paleulwjal is Aew Juawaaj6d slyl -jaAng pue japan yloq Ag pau6is 6uwluM
u1 Juawrulsui ue Aq uo papuawe aq Aew Juawaaj6y slyl -janleAA pue suoiJeoylpol q 17Z
-suoisiAojd Aue aruJs 00 of pasn aq lou 11eys pue Joajay suoIsinojd Aue loulsaj jo Appow
lou op pue Aluo 43u jalaj Jo aouaruanuoo joJ WE s6uEpe9y uolloaS ayl "s u!PeaH £Z
ales a141 6ulwaouc
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pue 1@119S uaaMlaq
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aq limn sluawnoo
jayJo Aue pue sly
-wniwajd Aoilod s,
quawaoj6y sigl Aq paJeldwaluoo
'palldwl jo ssajdxa jo Iejo jo uaJJunn jagl!a 'suolleJuasajdej
iapun `saslwojd 'suolllpuoo 'swjal jeglo ou aje ajayl pue 'jaAng
awaaj6e ajllua ayJ suleJu03 luaiiiaaj6y slyl -Juawaaj V ajllu3 'ZZ
quawaaj6y s1gj 10 aouassa aqj Jo sl awil -aouass3 Jo awl - b Z
'a6ejano Aue Aed Ileys jallaS Junowe
,$ to deo a of Joafgns '(6wsolo le jaAng
a seal to uolleluawnoop ql!M) u040esuej1
palmosse seal s,AawoJJe lenpe s,jallas (6)
'£ 4 uoipeS jad
pue eel s,japuy jo 96ejaNojg Ile pue Aue (J)
JJe j0 uo aruooe JeuJ saxeJ wajoieA Pe pue
'xel jalsuejl `xel asioxa 'sdwels anuana?j (a)
pue :aal nnonse aqj (p)
Aq Malnaj jol AaujoJJe s,jaAng Aq pajedajd
m- 'all!J Aanuoo of pajmbaj sluawnoop
'Pea(] AJuejjeM lejauaE) Jo uoFlejedajd (o)
pjepuels PUB uoileufwexe eouejnsui allrl (q)
performance of such obligation shall be extended until the next Business day following
such date.
30. Enforceability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable, such provision shall be fully severable. This Agreement shall be
construed and enforced as if such illegal, invalid or unenforceab provision had never
comprised a part hereof.
31. Counterparts. This Agreement may be executed in multiple coup rparts, each of which
shall be deemed to be an original, but all of which, together, shall onstitute one and the
same instrument.
32. Simultaneous Closing. In addition to this Agreement, Buyer ha negotiated purchase
agreements for several adjacent tracts (the "Related Purchase Ag e I menW). As this is
the last contract to be executed, the "Effective Date" of this Agr emnent and all of the
Related Purchase Agreements shall be the date upon which :bo parties hereto have
executed this Agreement. Buyer's obligation to close under this A rebment is contingent
upon its ability to close simultaneously on the Related Purchase Agreements. A list of
the adjacent properties that are under contract and subject to si ultaneous closing is
attached hereto as Exhibit C to this Agreement. In the event tha Buyer is prepared to
close under this Agreement, but there is a Seller default unde r one of the Related
Purchase Agreements, Buyer shall be permitted to terminate this A greement and receive
a full refund of any additional Deposits hereunder, but Seller hall retain the Initial
Deposit.
33. Removal of Structures. Notwithstanding anything to the contr ry above, there is a
house on the Property that Seller intends to remove and relocate after Closing. Seller
shall have thirty (30) days after the date of Closing to remove the house from the
Property. At 8:00 a.m. on the 31St day after Closing, Buyer hall be permitted to
demolish or remove any homes, trailers, mobile homes, structures or other
improvements still remaining on the Property, and to dispose f them as it sees fit
without further notice to Seller.
PA Four. 1235786 9 i 1235786
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WITNESS OR ATTEST:
"BUYER"
WLA Enterprises, Inc.,
a South Carolina corpora
By:
Arthur J. Kepes,
Date:
PA Form 1235786 11 1 1235786
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EXHIBIT A-2 TO PURCHASE AGREEMENT
479830.04 413012003
(Legal Description to be attached upon receipt of
EXHIBIT A-2 TO PURCHASE AGREEMENT
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INDIVIDUAL TRANSFEROR
Section 1445 of the Internal Revenue Code provides that a transferee
property interest must withhold tax if the transferor (seller) is a foreign I
transferee (buyer) that withholding of tax is not required upon my disc
property interest,
I t hereby certify the follo
1. 1 am not a nonresident alien for purposes of U.S. income to
2. My U.S. taxpayer identifying number (Social S
3. My home address is
I understand that this certification may be disclosed to the Internal Re
transferee and that any false statement I have made here could
imprisonment, or both,
Under penalties of perjury I declare that I have examined this certification
knowledge and belief it is true, correct, and complete.
Date:
of a U.S. real
To inform the
of a U.S. real

Number) is
ierue Service by the
?e punished by fine,
arid to the best of my
INITIAL
EXHIBIT B TO PURCHASE AGREEMENT
479830.04 413012003
15
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