NC0023566_OWNER NAME CHANGE_20080919

.. NPDES DOCUMENT SCANNING COVER SHEET
NPDES Permit:
NC0023566
Document Type:
Permit Issuance
Wasteload Allocation
Authorization to Construct (AtC)
__.
Permit Modification
Speculative Limits
Correspondence
Instream Assessment (67B)
Environmental Assessment (EA)
Permit
History
Document Date:
September 19, 2008
This doc u meat is priated oa rein¢ paper - igizore aay
content on the reverse side

f%
Michael F. Easley, Governor
William G. Ross Jr., Secretary
North Carolina Department of Environment and Natural Resources
Coleen H. Sullins, Director
Division of Water Quality
September 19, 2008
BLAKE ATKINS
MICAVILLE LOOP LLC
PO BOX 755
MICAVILLE NC 28755
Subject: NPDES Permit Modification- Ownership Change
Pennit Number NCO023566
Micaville Loop, LLC
Formerly— Taylor Togs, Inc
Yancey County
Dear Mr. Atkins:
Division personnel have reviewed and approved your request to transfer ownership of the subject
permit, received on September 15, 2008. This pemut modification documents the change of ownership of
the above reference facility.
Please find enclosed the revised permit. All other terms and conditions contained in the original permit
remain unchanged and in full effect. This permit modification is issued under the requirements of North
Carolina General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the
U.S. Environmental Protection Agency.
If you have any questions concerning this permit modification, please contact the Point Source Branch
at [phone].
Sincerely,
(Coleen H Sullins
f
cc: Central Files
Fran McPherson, DWQ Budget Office (letter only)
Asheville Regional Office, Surface Water Protection
NP` SUriic Frle:1V00023566�
N�s`hCarolina
,ivatu�al/�
North Carolina Division of Water Quality 1617 Mail Service Center Raleigh, NC 27699-1617 Phone [phone] Customer Service
Internet h2o.encstale.nc.us 512 N. Salisbury St. Raleigh, NC 27604 FAX [phone]
An Equal Opportunity/Affirmative Action Employer— 50% Recycled/10% Post Consumer Paper

Permit NCO023566
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT, HEALTH, AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
PERMIT
TO DISCHARGE WASTEWATER UNDER THE
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM
In compliance with the provision of North Carolina General Statute 143-215.1, other lawful
standards and regulations promulgated and adopted by the North Carolina Environmental
Management Commission, and the Federal Water Pollution Control Act, as amended,
Micaville Loop, LLC
is hereby authorized to discharge wastewater from a facility located at the
Micaville Loop, LLC
621 MICAVILLE LOOP
Micaville
Yancey County
to receiving waters designated as Little Crabtree Creek in the French Broad River Basin
in accordance with effluent limitations, monitoring requirements, and other conditions set forth in
Parts I, II, III and IV hereof.
The permit shall become effective September 19, 2008.
This permit and the authorization to discharge shall expire at midnight on February 28, 2011.
Signed this day September 19, 2008.
oleen H. Sullins, Director
DIVISION OF WATER QUALITY
By Authority of the Environmental Management Commission

Permit NC0023566
SUPPLEMENT TO PERMIT COVER SHEET
Micaville Loop, LLC is hereby authorized to:
1. Continue to operate an existing 0.010 MGD extended aeration wastewater
treatment system with the following components:
♦ Influent lift station
♦ Bar screen
♦ Aeration basin
♦ Clarifier with sludge return
♦ Sludge holding tank
♦ Chlorinator
♦ Chlorine contact tank
♦ Fine solids settling tank
♦ Tablet dechlorinator
The facility is located in Micaville at Micaville Loop, LLC at the intersection of US
Highway 19 East and NC Highway 80 in Yancey County.
2. Discharge from said treatment works at the location specified on the attached
map into Little Crabtree Creek, classified C-Trout waters in the French Broad
River Basin.

Permit NC0023566
A. (1.) EFFLUENT LIMITATIONS AND MONITORING REQUIREMENTS
During the period beginning on the effective date of this permit and lasting until expiration,
the Permittee is authorized to discharge from outfall 001. Such discharges shall be limited
and monitored by the Permittee as specified below:
EFFLUENT ai
CHARACTERISTICS
N,
LIMITS 41h
ni A
"6V
1Ymonthly
,Average
lA I D 11
Mbaiuiemint'�SiMoleTo4�tSaMoli�LdEation!eW6
Frqq
i,
Flow
0.010 IVIGD
Weekly
Instantaneous
Influent or Efflue—nt-
BOD, 5-day (20°C)
30.0 mg/L
45.0 mgf-
Weekly
Grab
Effluent
Total Suspended Solids
30.0 mg/L
45.0 mg/L
Weekly
Grab
Effluent
NH3 as N
2/Month
Grab
Effluent
Fecal Coliform (geometric mean)
200/100 ml
400/100 ml
Weekly
Grab
Effluent
Total Residual Chlorine
I
28 µg&
2/Week
Grab
Effluent
pH1
I
Weekly
Grab
Effluent
Footnotes:
1. The pH shall not be less than 6.0 standard units nor greater than 9.0 standard units.
There shall be no discharge of floating solids or visible foam in other than trace amounts

Facility Information
Facility
Latitude:
3554'31" Sub -Basin: 04-03-06
Location
" x
Lon itu e:
82'12'59"
uad p:
DIONW
Stream Class:
Rmeivine Strcam:
C-Trout
Little Crabtree Creek
MicavCO Loop, LLC.
North
rmaty a

Michael F. Easley, Governor
% r i William G. Ross Jr., Secretary
ort iuo I a Department of Environment and Natural Resources
o LJ SEP 1 5 200
Coleen H. Sullins, Director
_ Division of Water Quality
I. Please enter the permit number for which the change is requested.
NPDES Permit (or) Certificate of Coverage
3
II. Permit status issued
tstatus change. _
a. Permit issued to o (company name):
b. Person legally responsible for permit: s LC_
// First MI / Last
(7K� e,^ 4 /, �c,u
Title
e it Holder Mailing ddress
City State Zip
(Pay) Gas /%�i
Phone Fax
c. Facility name (discharge): M )C fJ V// �-e Loop LLC'
d. Facility address: OL I M 1y SUP
Address
12') /cgvl ll .vim
City State Zip
�?j
e. Facility contact person: 'Qkjt A4:9/NS (91-1) mil �JSf
First / MI / Last Phone
III. Please provide the following for the requested change (revised permit).
a. Request for change is a result of: (f Change in ownership of the facility
❑ Name change of the facility or owner
If other please explain:
b. Permit issued to (company name):
c. Person legally responsible for permit:
Title
PO 4Ox OW 9550'�
Permit Holder Mailing Address
yrJl�.gyille ,uG ���
City State Zip
Phone I E-mail Address
d. Facility name (discharge): 11"814 1/ P LLG
e. Facility address: U 11 in icziyi Ile- t ya IQ
Add
Ci State Zip
f. Facility contact person: �1�� 164:9,A/
r rF�rst M Last
S
Phone E-mail Address
Revised NOW

PERMIT NAMEIOWNERSHIP CHANGE FORM
Page 2 of 2
IV. Permit contact information (if different from the person legally responsible for the permit)
Permit contact: Ls/c
irst Al Last
Title
Po -)L 7S!r
Mailing Address
mli,4ville. VL
�dti State Zip
Phone E-mail Address
V. Will the permitted facility continue to conduct the same industrial activities conducted prior
to this ownership or name change?
Yes /
RR No (please explain) AV//(r jn e AQx4± la , / L d ' 6kn-e, /0a6UG Iz'e— Y�!
VI. Required Items: THIS APPLICAT oN WILL BE RETURNED UNPROCESSED IF ITEMS
ARE INCOMPLETE OR MISSING:
❑ This completed application is required for both name change and/or ownership change
requests.
❑ Legal documentation of the transfer of ownership (such as relevant pages of a contract deed,
or a bill of sale) is required for an ownership change request. Articles of incorporation are
not sufficient for an ownership change.
...................................................................................................................
The certifications below must be completed and signed by both the permit holder prior to the change, and
the new applicant in the case of an ownership change request. For a name change request, the signed
Applicant's Certification is sufficient.
PERMITTEE CERTIFICATION (Permit holder prior to ownership change):
© I, , attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned s incomplete.
p 5
APPLICANT CERTIFICATION
9-,5-off
Date
I, , attest that this application for a name/ownership change has been reviewed and is accurate and
complete to the best of my knowledge. I understand that if all required parts of this application are not
completed and that if all required supporting information is not included, this application package will be
returned as incomplete.
d ;9 i%F
Signature D
PLEASE SEND THE COMPLETE APPLICA7
Division of Water Quality
Surface Water Protection Secti
1617 Mail Service Center
Raleigh, North Carolina 27699-1
Revised 7/2008
n;
I I
SEP 1 5 20 88
XNR - WATEP GLAII Y
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AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
mociation
ofREALTORS$
THIS AGREEMENT, including any and all addenda attached hereto ("Agreement"), is by and between
Atkins t?rodljgg Duncan Dgrrls _._. .......—,
a(n) __ ..__.__ ____ _( Buyer ), and
(individual or State of formation and type of entity)
or Togs_, lncoted
a(n)
(individual or State of formation and type of entity)
FOR AND IN CONSIDERATION OF THE MUTUAL. PROMISES SET FORTH HEREIN AND OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES
HERETO AGREE AS FOLLOWS:
Section 1. Terms and Definitions: The terms listed below shall have the respective meaning given them as set forth adjacent to each
term.
(a) "Property": (Address) Mlcavllle Loop. Mlcavllle NC 28755 —
54780 sty fL bldg_
X All ❑ A portion of the property in Deed Reference: Book Page No. _ County:
consisting of approximately 84±/T.___ acres.
Plat Reference: Lots) -_ Block or Section as shown on Plat Book or Slide
at Page(s) --, County, consisting of acres.
❑ If this box is checked, "Property" shall mean that property described on Exhibit A attached hereto and incorporated
herewith by reference,
(For information purposes, the tax parcel number of the Property is: 084020808821,,_3853,Y895,8743
together with all buildings and improvements thereon and all fixtures and appurtenances thereto and all personal property, if any,
itemized on Exhibit A.
$_4_5f>0,000.00 (b) "Purchase Price" shall mean the sum of Fivehundredthousand and 00/100 _
n..ue.b
payable on the jollowing terms:
50.000.00 (i) "Earnest Money" shall mean Flffy thoosand and OOH00 Dollars
or terms as follows: ...... —
Upon this Agreement becoming a contract in accordance with Section 14, the Earnest Money shall be
p r o m p t l y d e p o s i t e d i n e s c r o w w i t h
_ .. TaylorTggs, Inc. byGrler . Lackey _(name of
person/entity with whom deposited), to he applied as part payment of the Purchase Price of the Property at
Closing, or disbursed as agreed upon under the provisions of Section 10 herein.
❑ ANY EARNEST MONEY DEPOSITED BY BUYER IN A TRUST ACCOUNT MAY BE
PLACED IN AN INTEREST BEARING TRUST ACCOUNT, AND: (check only ONE box)
Page I of 7
® This form jointly approved by: STANDARD FORM 580-T
North Carolina Bar Association Revised 712006
North Carolina Association of REALTORSO, Inc. 0 7/2007
neAtma•
Buyer Initials jf_�_ Ala Sailer Initials Q. • �.
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ANY INTEREST EARNED THEREON SHALL BE APPLIED AS PART PAYMENT OF THE
PURCHASE PRICE OF THE PROPERTY AT CLOSING, OR DISBURSED AS AGREED UPON
UNDER THE PROVISIONS OF SECTION 10 HEREIN, (Buyer's Taxpayer Identification Number
b: )
Dal ANY INTEREST EARNED THEREON SHALL BELONG TO THE ACCOUNT HOLDER IN
CONSIDERATION OF THE EXPENSES INCURRED BY MATNTAINING SUCH ACCOUNT
AND RECORDS ASSOCIATED THEREWITH.
$ N/A
(ii) Proceeds of anew loan in the amount of...... _—. _
Dollars for a term of
years, at an interest rate not to exceed % per annum with mortgage Ivan discount
points not to exceed _ _. _% of the loan amount, or such other terms as may be set forth on Exhibit B.
Buyer shell pay all costs associated with any such loan.
N/A
(iii) Delivery of a promissory note secured by a deed of trust, said promissory note in the amount of
Dollars
being payable over _ _ months in equal monthly installments of principal,
together with accrued interest on the outstanding principal balance at the rate of
— percent (......_...._--.__%) per annum, with the first principal
payment beginning on the first day of the month next succeeding the date of Closing, or such other terms as
may be set forth on Exhibit B. At any time, the promissory note may be prepaid in whole or in part
without penalty and without further interest on the amounts prepaid from the date of such prepayment.
(NOTE: In the event of Buyer's subsequent default upon it promissory note and deed of trust given
hereunder, Seller's remedies may be limited to foreclosure of the Property. If the deed of trust given
hereunder is subordinated to senior financing, the material terms of such financing must be set forth
on Exhibit B. If such senior financing is subsequently foreclosed, the Seller may have no remedy to
recover under the note.)
$ N/A
(iv) Assumption of that unpaid obligation of Seller secured by a deed of trust on the Property, such
obligation having an outstanding principal balance of
and evidenced by a note bearing interest at the rate of percent (..__%)
per annum, or Buyer shall pay
_ --- __...__.----------
all costs associated with any such assumption, including._.... any assumption fee charged by the lender.
$_,.. I15t1,000,
(v) Cash. balance of Purchase Price, at Closing in the amount of
Four_ hundred Nty thousand and 00/100
(c) "Closing" shall mean the date and time of recording of the deed. Closing shall occur on or before
120. Dayis _._..._.. _. or September 211008-----------._. .
(d) "Contract Date" means the date this Agreement has been fully executed by both Buyer and Seller.
(e) "Examination Period" shall mean the period beginning on the Contract Date and extending through
N/A
TIME IS OF THE ESSENCEAS TO THE EX,9MlNATIONPER/OD.
(f) " Brokerfsr shall mean:
—--.......... N/A_ ..---.._.....___.._..— C'ListingAgenw').
--__C'Listing Agent". License #
Acting as: '0 _Sc1lWs Agent; —Dual Agent
and----..... C'Selling Agency"),
Page 2 of 7
STANDARD FORM 5WT
Buyer Initials J.%Q ja& Seller Initials Revised 72006
0712007
rns r"m a &"d °r: ftrMUk ltor 0 ece+e114512

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N/A _ ("SellingAgent% License #
Acting as: Buyer's Agent; Seller's (Sub) Agent; LJ Dual Agent
(g) "Seller's Notice Address" shall be as follows:
Oyler A. LsckeY 82 Hlll Farm Road Nlddenita NC 28838 ._._
except as same may be changed pursuant to Section 12.
(h) "Buyer's Notice Address" shall be as follows:
except as same maybe changed pursuant to Section 12.
C] (i) If this block is marked, additional terms of this Agreement are set forth on Exhibit B attached hereto and
incorporated herein by reference. (Note: Under North Carolina law, real estate agents are not permitted to draft
conditions or contingencies to this Agreement.)
Section 2. Sale of Property and Payment of Purchase Price: Seller agrees to sell and Buyer agrees to buy the Property for the
Purchase Price.
Section 3. Proration of Expenses and Payment of Costs: Seller and Buyer agree that all property taxes (on a calendar year basis),
leases, rents, mortgage payments and utilities or any other assumed liabilities as detailed on attached Exhibit B, if any, shall be
prorated as of the date of Closing. Seller shall pay for preparation of a deed and all other documents necessary to perform Seller's
obligations under this Agreement, excise tax (revenue stamps), any deferred or rollback taxes, and other conveyance fees or taxes
required by law, and the following:
Buyer shall pay recording costs, costs of any title search, title insurance, survey, the cost of any inspections or investigations
undertaken by Buyer under this Agreement and the following:
Udl coatis and ooereNnsl exnenaes as of July 1st 2008
Each parry shall pay its own attorney's
Section 4. Deliveries: Seller agrees to use best efforts to deliver to Buyer as soon as reasonably possible after the Contract Date
copies of all information relating to the Property in possession of or available to Seller, including but not limited to: title insurance
policies, surveys and copies of all presently effective warranties or service contracts related to the Property. Seller authorizes (1) any
attorney presently or previously representing Seller to release and disclose any title insurance policy in such attorney's file to Buyer
and both Buyer's and Seller's agents and attorneys; and (2) the Property's title insurer or its agent to release and disclose all materials
in the Property's title insurer's (or title insurer's agent's) file to Buyer and both Buyers and Seller's agents and attorneys. If Buyer does
not consummate the Closing for any reason other than Seller default, then Buyer shall return to Seller all materials delivered by Seller
to Buyer pursuant to this Section 4 (or Section 7, if applicable), if any, and shall, upon Seller's request, provide to Seller copies of
(subject to the ownership and copyright interests of the preparer thereof) any and all studies, reports, surveys and other information
relating directly to the Property prepared by or at the request of Buyer, its employees and agents, and shall deliver to Seller, upon the
release of the Earnest Money, copies of all of the foregoing without any warranty or representation by Buyer as to the contents,
accuracy or correctness thereof.
Section S. Evidence of Title: Seller agrees to convey fee simple marketable and insurable title to the Property free and clear of all
liens, encumbrances and defects of title other than: (a) zoning ordinances affecting the Property, (b) Leases (if applicable) and (c)
matters of record existing at the Contract Date that are not objected to by Buyer prior to the end of the Examination Period
("Permitted Exceptions"); provided that Seller shall be required to satisfy, at or prior to Closing, any encumbrances that may be
satisfied by the payment of a fixed sum of money, such as deeds of trust, mortgages or statutory lions. Seller shall not enter into or
record any instrument that affects the Property (or any personal property listed on Exhibit A) after the Contract Date without the prior
written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.
Section 6. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly
Page 3 of 7
� �.r STANDARD FORM 590-T
Buyer Initials 'ram_ h& Seller Initials -&d J-1 Revised 7/2006
0 7/2007
This rum pd d sr• FDMKdBW 0 000-e0as812

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conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the following conditions:
(a) New Loan: The Buyer must be able to obtain the loan, if any, referenced in Section I (b)(ii). Buyer must be able to obtain a
firm commitment for this loan on or before WA _... , effective through the date of Closing.
Buyer agrees to use its best efforts to secure such commitment and to advise Seller immediately upon receipt of lender's decision. On
or before the above date, Buyer has the right to terminate this Agreement for failure to obtain the loan referenced in Section l(b)(ii) by
delivering to Seller written notice of termination by the above date, time being of the essence. If Buyer delivers such notice, this
Agreement shall be null and void and Earnest Money shall be refunded to Buyer. If Buyer fails to deliver such notice, then Buyer will
be deemed to have waived the loan condition. Notwithstanding the foregoing, after the above date, Seller may request in writing from
Buyer a copy of the commitment letter. If Buyer fails to provide Seller a copy of the commitment letter within five (S) days of receipt
of Seller's request, then Seller may terminate this Agreement by written notice to Buyer at any time thereafter, provided Seller has not
then received a copy of the commitment letter, and Buyer shall receive a return of Earnest Money.
(b) Qualification for Financing: If Buyer is to assume any indebtedness in connection with payment of the Purchase Price,
Buyer agrees to use its best efforts to qualify for the assumption. Should Buyer fail to qualify, Buyer shall notify Seller in writing
immediately upon lender's decision, whereupon this Agreement shall terminate, and Buyer shall receive a return of Earnest Money.
(c) Title Examination: After the Contract Date, Buyer shall, at Buyer's expense, cause a title examination to be made of the
Property before the end of the Examination Period. In the event that such title examination shall show that Seller's title is not fee
simple marketable and insurable, subject only to Permitted Exceptions, then Buyer shall promptly notify Seller in writing of all such
title defects and exceptions, in no case later than the end of the Examination Period, and Seller shall have thirty (30) days to cure said
noticed defects. If Seller does not cure the defects or objections within thirty (30) days of notice thereof, then Buyer may terminate
this Agreement and receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer is to
purchase title insurance, the insuring company must be licensed to do business in the state In which the Property is located. Title to the
Property must be insurable at regular rates, subject only to standard exceptions and Permitted Exceptions.
(d) Some Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer, reasonable
wear and tear excepted, then the Buyer may (i) terminate this Agreement and receive a return of the Earnest Money or (K) proceed to
Closing whereupon Buyer shall be entitled to receive, in addition to the Property, any of the Seller's insurance proceeds payable on
account of the damage or destruction applicable to the Property.
(e) n ections• Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal business hours,
shall have the right to enter upon the Property for the purpose of inspecting, examining, performing soil boring and other testing,
conducting timber cruises, and surveying the Property. Buyer shall conduct all such on -site inspections, examinations, soil boring and
other testing, timber cruises and surveying of the Property in a good and workmanlike manner, shall repair any damage to the Property
caused by Buyers entry and on -site inspections and shall conduct same in a manner that does not unreasonably interfere with Seller's
or any tenant's use and enjoyment of the Property. In that respect, Buyer shall make reasonable efforts to undertake on -site
inspections outside of the hours any tenant's business is open to the public and shall give prior notice to any tenants of any entry onto
any tonanes portion of the Property for the purpose of conducting inspections. Upon Seller's request, Buyer shall provide to Seller
evidence of general liability insurance. Buyer shall also have a right to review and inspect all contracts or other agreements affecting
or related directly to the Property and shall be entitled to review such books and records of Seller that rolato directly to the operation
and maintenance of the Property, provided, however, that Buyer shall not disclose any information regarding this Property (or any
tenant therein) unless required by law and the same shall be regarded as confidential, to any person, except to its attorneys,
accountants, lenders and other professional advisors, in which case Buyer shall obtain their agreement to maintain such
confidentiality. Buyer assumes all responsibility for the acts of itself, its agents or representatives in exercising its rights under this
Section 6(t) and agrees to indemnify and hold Seller harmless from any damages resulting therefrom. This indemnification obligation
of Buyer shall survive the Closing or earlier termination of this Agreement. Buyer shall, at Buyer's expense, promptly repair any
damage to the Property caused by Buyer's entry and on -site inspections. Except as provided in Section 6(c) above, Buyer shall have
from the Contract Date through the end of the Examination Period to perform the above inspections, examinations and testing. IF
BUYER CHOOSES NOT TO PURCHASE THE PROPERTY, FOR ANY REASON OR NO REASON, AND PROVIDES
WRITTEN NOTICE TO SELLER THEREOF PRIOR TO THE EXPIRATION OF THE EXAMINATION PERIOD, THEN
THIS AGREEMENT SHALL TERMINATE, AND BUYER SHALL RECEIVE A RETURN OF THE EARNEST MONEY.
Section 7. Leases (Check one of the following, as applicable):
K If this box is checked, Seller affirmatively represents and warrants that there are no Leases (as hereinafter defined) affecting
the Property.
❑ if this box is checked, Seller discloses that there are one or more leases affecting the Property (oral or written, recorded or
Page 4 of 7
n � STANDARD FORM Su0-T
Buyer InitialsSeller Initials. Revised7/2006
® 7/2007
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not "Leases") and the following provisions are hereby made a part of this Agreement.
(a) All Leases shall be itemized on Exhibit B;
(b) Seller shall deliver copies of any Leases to Buyer pursuant to Section 4 as if the Leases were listed therein;
(c) Seller represents and warrants that as of the Contract Date there are no current defaults (or any existing situation which,
with the passage of time, or the giving of notice, or both, or at the election of either landlord or tenant could constitute a default) either
by Seller, as landlord, or by any tenant under any Lease ("Lease Default"). In the event there is any Lease Default as of the Contract
Date, Seller agrees to provide Buyer with a detailed description of the situation in accordance with Section 4. Seller agrees not to
commit a Lease Default as Landlord after the Contract Date, and agrees further to notify Buyer immediately in the event a Lease
Default arises or is claimed, asserted or threatened to be asserted by either Seller or a tenant under the Lease.
(d) In addition to the conditions provided in Section 6 of this Agreement, this Agreement and the rights and obligations of the
parties under this Agreement are hereby made expressly conditioned upon the assignment of Seller's interest in any Lease to Buyer in
form and content acceptable to Buyer (with tenant's written consent and acknowledgement, if required under the Lease), and Seller
agrees to use its best efforts to effect such assignment. Any assignment required under this Section 7 shall be required to be delivered
at Closing by Seller in addition to those deliveries required under Section I I of. this Agreement.
(e) Seller agrees to deliver an assignment of any Lease at Closing, with any security deposits held by Seller under any Leases
to be transferred or credited to Buyer at Closing. Seller also agrees to execute and deliver (and work diligently to obtain any tenant
signatures necessary for same) any estoppel certificates and subordination, nondisturbance and attornment agreements in such form as
Buyer may reasonably request.
Section 8. Environmental: Seller represents and warrants that it has no actual knowledge of the presence or disposal, except as in
accordance with applicable law, within the buildings or on the Property of hazardous or toxic waste or substances, which are defined
as those substances, materials, and wastes, including, but not limited to, those substances, materials and wastes listed in the United
States Department of Transportation Hazardous Materials Table (49 CFR Part 172.101) or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302.4) and amendments thereto, or such substances, materials and wastes, which are or become
regulated under any applicable local, state or federal law, including, without limitation, any material, waste or substance which is (i)
petroleum, (ii) asbestos, (iii) polychlorinated biphenyls, (iv) designated as a Hazardous Substance pursuant to Section 311 of the
Clean Water Act of 1977 (33 U.S.C. § 1321) or listed pursuant to Section 307 of the Clean Water Act of 1977 (33 U.S.C. §1317), (v)
defined as a hazardous waste pursuant to Section 1004 of the Resource Conservation and Recovery Act of 1976 (42 U.S.C. §6903) or
(vi) defined as a hazardous substance pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 (42 U.S.C. §9601). Seller has no actual knowledge of any contamination of the Property from such substances as
may have been disposed of or stored on neighboring tracts.
Section 9. Risk of Loss/Domage/Repair: Until Closing, the risk of loss or damage to the Property, except as otherwise provided
herein, shall be home by Seller. Except as to maintaining the Property in its same condition, Seller shall have no responsibility for the
repair of the Property, including any improvements, unless the parties hereto agree in writing,
Section 10. Earnest Money Disbursement: In the event that any of the conditions hereto are not satisfied, or in the event of a breach
of this Agreement by Seller, then the Earnest Money shall be returned to Buyer, but such return shall not affect any other remedies
available to Buyer for such breach. In the event this offer is accepted and Buyer breaches this Agreement, then the Earnest Money
shall be forfeited, but such forfeiture shall not affect any other remedies available to Seller for such breach. NOTE: in the event of a
dispute between Seller and Buyer over the return or forfeiture of Earnest Money held in escrow by a licensed real estate broker, the
broker is required by state law to retain said Earnest Money in its trust or escrow account until it has obtained a written release from
the parties consenting to its disposition or until disbursement is ordered by a court of competent jurisdiction, or alternatively, the party
holding the Earnest Money may deposit the disputed monies with the appropriate clerk of court in accordance with the provisions of
N.C.G.S. §93A-12.
Section 11. Closing: At Closing, Seller shall deliver to Buyer a general warranty deed unless otherwise specified on Exhibit B and
other documents customarily executed or delivered by a seller in similar transactions, including without limitation, a bill of sale for
any porsonalty listed on Exhibit A, an ownces affidavit, lien waiver forms and a non -foreign states affidavit (pursuant to the Foreign
Investment in Real Property Tax Act), and Buyer shall pay to Seller the Purchase Price. At Closing, the Earnest Money shall be applied
as part of the Purchase Price. The Closing shall be held at the office of Buyer's attorney or such other place as the parties hereto may
mutually agree. Possession shall be delivered at Closing, unless otherwise agreed herein.
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— STANDARD FORM 0
Buyer Initials".. Seller Initials. Revised 7/2R00606
0 7/2007
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Section 12, Notices: Unless otherwise provided herein, all notices and other communications which may be or are required to be
given or made by any party to the other in connection herewith shall be in writing and shall be deemed to have been properly given
and received on the date delivered in person or deposited in the United States mail, registered or certified, return receipt requested, to
the addresses set out in Section l(g) as to Sailer and in Section 1(h) as to Buyer, or at such other addresses as specified by written
notice delivered in accordance herewith.
Section 13. Entire Agreement: This Agreement constitutes the sole and entire agreement among the parties hereto and no
modification of this Agreement shall be binding unless in writing and signed by all parties hereto.
Section 14. Enforceability: This Agreement shall become a contract when signed by both Buyer and Seller and such signing is
communicated to both parties; it being expressly agreed that the notice described in Section 12 is not required for effective
communication for the purposes of this Section 14. This Agreement shall be binding upon and inure to the benefit of the parties, their
heirs, successors and assigns and their personal representatives.
Section 15. Adverse Information and Compliance with Laws:
(a) Seller Knowledge: Seller has no actual knowledge of (i) condemnation(s) affecting or contemplated with respect to the
Property; (ii) actions, suits or proceedings pending or threatened against the Property; (III) changes contemplated in any applicable
laws, ordinances or restrictions affecting the Property; or (iv) governmental special assessments, either pending or confirmed, for
sidewalk, paving, water, sewer, or other improvements on or adjoining the Property, and no pending or confirmed owners' association
special assessments, except as follows:
(Insert "None" or the identification of any matters relating to (i) through (iv) above, if any). Seller shall pay all owners' association
assessments and all governmental assessments confirmed as of the time of Closing, if any, and Buyer shall take title subject to all
pending assessments, if any, unless otherwise agreed as follows:
N/A
Seller represents that the regular owners' association dues, If any, are S
per
(b) Compliance: To Seller's actual knowledge, (i) Seller has complied with all applicable laws, ordinances, regulations,
statutes, rules and restrictions pertaining to or affecting the Property; (ii) performance of the Agreement will not result in the breach
of, constitute any default under or result in the imposition of any lien or encumbrance upon the Property under any agreement or other
instrument to which Seller is a party or by which Seller or the Property is bound; and (III) there are no legal actions, suits or other
legal or administrative proceedings pending or threatened against the Property, and Seller is not aware of any facts which might result
in any such action, suitor other proceeding.
Section 1.6. Survival of Representations and Warranties: All representations, warranties, covenants and agreements made by the
parties hereto shall survive the Closing And delivery of the deed. Seller shall, at or within six (6) months after the Closing, and
without further consideration, execute, acknowledge and deliver to Buyer such other documents and instruments, and take such other
action as Buyer may reasonably request or as may be necessary to more effectively transfer to Buyer the Property described herein in
accordance with this Agreement.
Section 17. Applicable Law: This Agreement shall be construed under the laws of the state in which the Property is located. This
form has only been approved for use in North Carolina.
Section 18. Assignment: This Agreement is freely assignable unless otherwise expressly provided on Exhibit B.
Section 19. Tax -Deferred Exchange: In the event Buyer or Seller desires to effect a tax-deforred exchange in connection with the
conveyance of the Property, Buyer and Seller agree to cooperate in effecting such exchange; provided, however, that the exchanging
party shall be responsible for all additional costs associated with such exchange, and provided further, that a non -exchanging party
shall not assume any additional liability with respect to such tax -deferred exchange. Seller and Buyer shall execute such additional
documents, at no cost to the non -exchanging party, as shall be required to give effect to this provision.
Section 20. Memorandum of Contract: Upon request by either party, the parties hereto shall execute a memorandum of contract in
recordable form setting forth such provisions hereof. (other than the Purchase Price and other sums due) as either party may wish to
incorporate. Such memorandum of contract shall contain a statement that it automatically terminates and the Property is released from
any effect thereby as of a specific date to be stated in the memorandum (which specific date shall be no later than the date of Closing).
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STANDARD FORM 580-T
Buyer Initials , /Q a Seller Initials i% Revised 712006
® 7/2007
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Thu Bost of recording such memorandum of contract shall be borne by the parry requesting execution of same,
Section 21. Authority: Each signatory to this Agreement represents and warrants that he or she has full authority to sign this
Agreement and such instruments as may be necessary to effectuate any transaction contemplated by this Agreement on behalf of the
parry for whom he or she signs and that his or her signature binds such party.
Section 22. Brokers: Except as expressly provided herein, Buyer and Seller agree to indemnity and hold each other harmless from
any and all claims of brokers, consultants or real estate agents by, through or under the indemnifying party for fees or commissions
arising out of the sale of the Property to Buyer. Buyer and Seller represent and warrant to each other that: (i) except as to the Brokers
designated under Section 1(0 of this Agreement, they have not employed nor engaged any brokers, consultants or real estate agents to
be involved in this transaction and (ii) that the compensation of the Brokers is established by and shall be governed by separate
agreements entered into as amongst the Brokers, the Buyer and/or the Seller.
THE NORTH CAROLINA ASSOCIATION OF REALTORSO, INC. AND THE NORTH CAROLINA BAR ASSOCIATION
MAKE NO REPRESENTATION AS TO THE LEGAL VALIDITY OR ADEQUACY OF ANY PROVISION OF THIS FORM IN
ANY SPECIFIC TRANSACTION. IF YOU DO NOT UNDERSTAND THIS FORM OR FEEL THAT IT DOES NOT PROVIDE
FOR YOUR LEGAL NEEDS, YOU SHOULD CONSULT A NORTH CAROLINA REAL ESTATE ATTORNEY BEFORE YOU
SIGN IT.
BUYER: SELLER:
Individual
Date:
Date:
Business Entity
Duncan Dorris
Atkins G—rawdim
f
Name: Duman Darts
Title:
Date:
Date:
Business Entity
_Taylor Togs Inc.
(Name Of Entity)
By
��&
Name: _... _. _ Grier A. Lackey
Title: President
Date: 6— OP^O C
The undersigned hereby acknowledges receipt of the Earnest Money set forth herein and agrees to hold said Earnest Money In
accordance with the terms hereof. _
Date: O . a O
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Buyer Initials AJ 1" Seller initials
STANDARD FORM 680-T
Revised 7/2006
® 7/2007
Thie tam produced br. Farnni~0 800.4006812