SW8080414_Historical File_20080604

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State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Ofte
Michael F. Ba0ey, Governor
FAX COVER SHEET
D: •
To. 1i a z Azt
Co:
Pax:
Re:r
William G. Ross, Jr., Secretary
No. Pages (excl. cover):
Express Permitting
From: Sandra Exum
Phone [phone]
Fax: [phone]
127 C4rdiml Drive FxtenSdon, Wilmington, NC 28405 • [phone] • An Equal Opportunity Affirmative Action Employer

North Carolina Secretary of State
Page 1 of 1
r+y,.ig4 CI.YYy North 1 Carolina
L i 1-7 ENT 01- `I I IL
} Elaine F Marshall � , �'� -�
Secretary
E1REi RY i- . TAT'
i`
PO Box 23822 RaWgh, NC 2762E-0627 [phone]
CORPORATIONS
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Stait An Order
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CONTACT US
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TOOLE
5= reia:ry of Stage Home
Ce-cretary Of `:a(e Site i lap
Print -able Page
Date: 5/23/2008
Click here to:
View Document Filings i Sign Up for E-Notifications 1
Print apre-populated Annual Report Form I Annual Report Count i File
an Annual Report i
Corporation Names
Name Name Type
WC SD West, LLC � Legal
Limited Liability Company Information
SOSID:
Status:
Date Formed:
Citizenship:
State of Inc.:
Duration:
Registered Agent
Agent Name:
Registered Office Address:
Registered Mailing
Address:
Principal Office Address
Frincipai Mailing Address:
1036672
Current -Active
4/4/2008
Domestic
NC
Perpetual
Penton, Howard A., III
6105 Oleander Drive, Suite 201
Wilmington NC 28403
6105 Oleander Drive, Suite 201
Wilmington NC 28403
6105 Oleander Drive, Suite 201
Wilmington NC 28403
6105 Uleander Drive, Suite 201
Wilmington NC 28403
hq://www. secretary.state.nc.us/corporations/Corp.aspx?PitemId=8781929
5/23/2008

C200809400567
SOSID: 1036672
Date Filed: 4/4/2008 8:43:00 AM
Elaine F. Marshall
ARTICLES OF ORGANIZATION North Carolina Secretary of State
OF C200809400567
SD West, LLC
Pursuant to 57C-2-20 of the General Statutes of North Carolina, the undersigned Organizer hereby submits
these Articles of Organization for the purpose of forming a limited liability company.
1. The name of the limited liability company is: SD West, LLC
2. If the limited liability company is to dissolve by a specific date, the latest date on which the limited
liability company is to dissolve is: None.
3. The name and address of each person executing these articles of organization is as follows:
W. Talmage Jones, Organizer
101 South Third Street
Wilmington, North Carolina 29401
4. The street address and county of the initial registered office of the limited liability company is 6105
Oleander Drive, Suite 201, Wilmington, North Carolina, 28403, located in New Hanover County, North Carolina.
5. The mailing if different from the street of the initial registered office is: Same.
6. The name of the initial registered agent is: Howard A. Penton, III
7, principal office information.: (Select either a or b.)
a. ® The limited liability company has a principal office.
The street address and county of the principal office of the limited liability company is:
Number and Street 6105 Oleander Drive, Suite 201
City, State, Zip Code Wilmington, NC, 28403 County New Hanover
The mailing address, if different from the street address, of the principal office of the corporation is: Same.
b. ❑ The limited liability company does not have a principal office.
8. Check one of the following:
X Member -managed LLC: all of the members by virtue of their status as members shall be managers
of this limited liability company.
Manager -managed LLC: except as provided by NCGS §57C3-20(a), the members of this limited
liability company shall not be managers by virtue of their status as members.
9. These articles will be effective upon filing.
This the 2' day of April, 2008.
W. Talmage Jo t!ter

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SHORELINE at WESTGATE
Residential Town Homes
Leland, Brunswick County
NARRATIVE
A. General Information
I. Project Title: Shoreline at Westgate
2. Location: Westgate Drive, Leland, NC
3. 18.7 Acres — Total Project Area
4. 18.7 Acres — Disturbed Area
5. There are no Wetlands within this project
6. Current owner — Oceangate, LLC, P.O. Box 3167, Wilmington, NC 28406
7. Deed Book/Page —1920 / 1236; Parcel Number 0470002423, Brunswick County
8. The land is currently wooded with no built -upon areas
9. Stormwater will be managed using drain inlets, concrete piping and a wet detention pond.
The main pipeline and wet detention pond will be installed during Phase 1. The remaining
Pipelines will be installed when the areas are developed.
10. Water will be supplied through existing lines owned by North Brunswick Utility.
Wastewater treatment will also be handled by North Brunswick Utility.
11. No Historic Sites are a part of this project.
12. There are no non-compliance issues with NCDENR
B. Stormwater Information
1. Located in the Cape Fear River Basin — QS W classification
2. Project will be High Density with Residential Homes
3. Proposed 53% impervious
4. There will be 1 Wet Detention pond with a Forebay.
5. Approximately 100% of all built upon area will be collected and directed to the wet
detention pond.
6- There will be a 30' buffer at the outlet of the detention pond.
7. No coastal management concerns applicable.
8. There will not be any off -site runoff going into the wet detention pond. The property is
surrounded on the upper two sides by curb/gutter streets and on the other side a ditch is
proposed along the property line.
9. There will not be any road construction across another property to access this property.
The existing access road is in the process of becoming a NCDOT public road. There will
be a small area of fill on the adjacent property (2,200 sq.fL) to maintain 3:1 slope
requirements.
10. No On -site soil evaluation has been done.
C. Erosion Control information
1. The project will be developed in 3 stages. See plans for details.
2. The temporary sediment tLV will be in the same location as the stormwater pond.
3. During Phases I & II the retaining wails will not be built and the natural flow of sediment
will be handled by the basin/pond.
RECEIVED
APR 1 6 2008

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Respone to Letter Dated 5/28/08
Subject: Respone to Letter Dated 5/28/08
From: "Bob Mitchell" <[e-mail]>
Date: Fri, 30 May 2008 09:52:21 -0400
To: "Christine Nelson" <[e-mail]>
Christine,
Ignore the comment on Item 2 about sending another SW-1. I've been in Colorado for the
last 6 days attending my son's graduation from the US Air Force Academy and had to
"re -group". Therefore...
The difference between the permanent pool and the temporary pool is 1.6' elevation, (10.0
vs. 11.6)
The temp. pool water is released through the 3" PVC pipe. If the rain is more than the 3"
pipe can handle (more than 1.5" of rain) then the water will exceed the 11.6, elevation mark.
This water will be released over the weir that is detailed on the plans, which has an
elevation of 11.6'. So, the sheet SW-1 that you have is the correct design.
Call me if you have any questions.
1-Ifflers
----- Original Message -----
From: Bob Mitchell
To: Christine Nelson
Sent: Friday, May 30, 2008 9:40 AM
Subject: Fw: SD West, LLC]
Christine,
In response to your memo dated 5/28/08
Item 1 - See the PDF file attached for the Operating Agreement.
Item 2 - The Temporary Pool Elevation is noted on Sheet SW-1 as 11.6 as well as a blue
iine across the profile of the pool to the top of the emergency spillway.
You may be confused because I did not graphically show the outlet structure portion at the
permanent pool elevation. i will send you a revised SW-1 sheet.
1 of 1 5/30/2008 4:30 PM

Fw: SD West, LLC]
Subject: Fw: SD West, LLC]
From: 'Bob Mitchell' <[e-mail]:>
Date: Fri, 30 May 2008 09:40:58 -0400
To: "Christine Nelson" <[e-mail]>
Christine,
In response to your memo dated 5128/08
Item 1 - See the PDF file attached for the Operating Agreement.
Item 2 - The Temporary Pool Elevation is noted on Sheet SW-1 as 11.6 as well as a blue
line across the profile of the pool to the top of the emergency spillway.
You may be confused because I did not graphically show the outlet structure portion at the
permanent pool elevation. I will send you a revised SWA sheet.
----- Original Message -----
From: sharonCcD-pentondevelopment.com
To: Bob Mitchell
Sent: Thursday, May 29, 2008 9:21 AM
Subject: [FWD: SD West, LLC]
Bob,
Attached is the Operating Agreement for SD West, LLC.
Thanks!
-------- Original Message --------
Subject: SD West, LLC
From: "Danielle Williams" <dwilliams(a-),hoguehili.com>
Date: Thu, May 29, 2008 8:32 am
To: <sharon a�pentondevelopment.com>
Sharon,
Attached please find the signed Operating Agreement for SD West, LLC. This provides that
both Mr. Penton and Mr. Maynard are Managers, either of which may act individually.
Please let me know if you need anything further.
Danielle Downing
Legal Assistant
Hogue, Hill, Jones, Nash & Lynch L.L.P.
101 S. Third Street
Wilmington, NC 28401
[phone]
Content -Type: application/pdf
Operating Agreement.pd
Content -Encoding. base64
1 of 2 5/30/2008 4:30 PM

Re: phone tag
Subject: Re: phone tag
From: " M. Floyd Adams" <[e-mail]>
Date: Thu, 29 May 2008 16:58:01 -0400
To: "Christine Nelson" <[e-mail]>
No questions ... We should be getting the information. from Howard regarding
the LLC and can provide to you all info. in a few days.
Thanks,
Floyd
----- Original Message From: "Christine Nelson" <[e-mail]>
To: "Floyd Adams" <[e-mail]>
Sent: Thursday, May 29, 2008 2:16 PM
Subject: phone tag
Floyd,
We seem to be playing phone tag. The reason for my original phone call
was to discuss the request for additional information for Shoreline at
Westgate. I don't have anything else to talk about.. If you have
questions about the request, please let me know.
Thanks,
Christine
1 of 1 5/30/2008 8:10 AM

WATF9
�S
May 28, 2008
Howard Penton, III, Member Manager
SD West, LLC
6105 Oleander Dr., Suite 201
Wilmington, NC 28403
Subject: Request for Additional Information
Stormwater Project No. SW8 080414
Shoreline at Westgate
Brunswick County
Dear Mr. Penton:
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
The Wilmington Regional Office received an NPDES Phase II Post Construction Permit Application for
Shoreline at Westgate on April 16, 2008 with the requested additional information received on April 30, 2008
and May 20, 2008.
Please be aware that only two requests for additional information are allowed within the Express Stormwater
Permitting Program. If outstanding issues are not satisfactorily addressed, the project may be returned.
However, a waiver on this requirement has been granted for this project, allowing a third request for
additional information.
A review of the latest information has determined that the following information is needed to complete the
stormwater review:
According to the information provided on the latest version of page 1 of the application, the Applicant
has changed from Sound Development, LLC to SD West, LLC. Please provide documentation
supporting yourself as an authorized member of SD West, LLC. To ensure that you area member of
the LLC, you must be either registered with the NC Secretary of State or official supporting
documentation from the LLC must be provided. The documentation provided in the corporations
website database maintained by the North Carolina Secretary of State only indicates that you are the
registered agent.
2. Include the temporary pool elevation on the outlet structure detail.
Please note that this request for additional information is in response to a preliminary review. The requested
information should be received in this Office prior to June 4, 2008, or the application will be returned as
incomplete. The return of a project will necessitate resubmittal of all required items, including the application
fee.
The construction of any impervious surfaces, other than a construction entrance under an approved
Sedimentation Erosion Control Plan, is a violation of NCGS 143-215.1 and is subject to enforcement action
pursuant to NCGS 143-215.6A.
Please reference the State assigned project number on all correspondence. If you have any questions
concerning this matter please feel free to call me at [phone] or email me at
[e-mail].
Sincerely,
Ap�
Christine Nelson
Environmental Engineer
ENB/can: S:1WQSISTORMWATERIADDINF0120081080414-2.may08
CC: M. Floyd Adams, The Adams Company, Inc.
Christine Nelson
Wilmington Regional Office
None
hhCarolina
Na&,rally
North Carolina Division of Water Quality 127 Cardinal Drive Extension Wilmington, NC 28405 Phone [phone] Customer Service
Wilmington Regional Office Internet: www.ncwaterauality.org Fax [phone]
An Equal Opportunity/Affirmative Action Employer— 50% Recycled/90% Post Consumer Paper

d
Re: request for additional information: Stormwater Project No. 0804...
Subject: Re: request for additional information: Stormwater Project No. 080414 Shoreline at
Westgate
From: Christine Nelson <[e-mail]>
Date: Wed, 28 May 2008 10:31:23 -0400
To: Bob Mitchell <[e-mail]>, Sharon<sharon@pep_tondevelopment.com>, Floyd
Adams <[e-mail]>
CC: Janet Russell <[e-mail]>
Gentlemen,
I have found two issues with the latest information provided for the Shoreline at
Westgate project, which was enough to prevent me from writing this permit.
Typically only two requests for additional information are permitted, however I was
able to get a waiver on this limit for your project.
I have attached a pdf version of my request for additional information for
Stormwater Project SW8 080414 - Shoreline at Westgate. I will also send copies via
mail.
Christine
Express Stormwater Permitting
NC-DENR
080414 -Shoreline at Westgate 05282008.pd Content -Type: application/pdf
Content -Encoding: base64
1 of 1 5/28/2008 10:32 AM

.HeElDAMS COMPANYINC.
CONSTRUCTION AND DEVELOPMENT
708 Abner Phillips Road
Warsaw, NC 28398
Phone [phone]
Fax [phone]
May 19, 2008
Christine Nelson
Environmental Engineer — NCDENR c�+ I �7
Wilmington Regional Office
127 Cardinal Dr. Extension MAY 2 0 2008
Wilmington, NC 28405
Subject: Stormwater Project No. SW8 080414
Shoreline at Westgate, Brunswick Co.
Additional Information Request #2
The following is the additional requested information for the above -mentioned project.
Please find enclosed:
- 2 originals of sheets UTL-1, SW 1 of the plans,
- Stormwater Management Application
- Wet Detention Basin Supplement,
- Filter Strip and Level Spreader Supplement
- Wet Detention Basin Operation and Maintenance Agreement,
- Check for $1,000.00
1. The drainage area has been changed to 773,700 square feet and the impervious to
56.2%. Both of these items are consistent throughout the application. The other items
that are affected by the drainage area and the percent impervious change have been
updated.
2. The calculation of the SA/DA ratio was done using figures rounded to the nearest
hundredth decimal place.
3. The provided storage volume is consistent throughout the application.
4. The drainage area has been changed to 773,700 square feet to include the off -site
portion of the graveled road.
5. Check for $1,000.00 is enclosed.

Please do not hesitate to call me at 910-293-2770 if you have any questions.
Sincerely,
M. Floy Adams, PE
The Adams Company, Inc.
WA/ram
Cc: Howard Penton, SD West, LLC
Adams Co_61My Dom me oMordEagr Specs\Penton\Cnels=DENPL trl.doc

or)
PAY TO THE NQ_,
ORDER OF
D /DATE O 66-456/531
/Do DOLLARS
-BANK_--
'WILMINGTON, NORTH CAROLINA 2W3 i
I NA
FOR ImuizbA A&w o fto - - ia� _�--- - � -'------------- --- -- ""
'561 owo ql-1 i 1:

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
May 14, 2008
Howard Penton, III, Member Manager
Sound Development, LLC
6105 Oleander Dr., Suite 201
Wilmington, NC 28403
Subject: Request for Additional Information
Stormwater Project No. SW8 080414
Shoreline at Westgate
Brunswick County
Dear Mr. Penton:
The Wilmington Regional Office received an NPDES Phase 11 Post Construction Permit
Application for Shoreline at Westgate on April 16, 2008. A preliminary review of that
information has determined that the following information is needed to continue the stormwater
review:
According to the plan sheet, UTL-1, the drainage area has been reduced from 812,631
to 767,200. However, Section 111.9 of the application and Section 11 of the wet detention
pond supplement have not been updated to reflect the smaller drainage area. Update
the drainage area and percent of impervious area in Section 111.9 of the application and
Section II of the supplement. Also verify the subsequentwet detention pond
calculations including, but not limited to, the required runoff volume and the SA/DA ratio.
2. When determining the SA/DA ratio, instead of rounding the interpolation results to the
nearest tenth decimal place, round to the nearest hundredth decimal place. Rounding
numbers off during the calculation process can result in deficiencies.
3. The provided storage volume is inconsistent between the wet detention pond
supplement and the calculations shown on plan sheet UTL-11. Present all data
accurately and consistently.
4. Provide contour lines or spot elevations for the proposed gravel road, including the
portion in the future right of way. Since this gravel road (both offsite and onsite) is being
constructed for this project to provide emergency vehicle access, the drainage from the
entire gravel road should be treated. The portion of the gravel road outside the project
boundary must be treated to the maximum extent practical, typically with the proposed
on -site BMP. The portion. of the offsite gravel road BUA that is collected and treated by
the BMP must be reflected in the application and supplements. If there is no way to
collect and treat the entire gravel surface, you must demonstrate why it is not possible.
5. Please submit a $1,000 fee for the additional review required for this application.
Please keep in mind that changing one number may change other numbers and require the
calculations, supplements, and other supporting documentation to be updated. Verify all
numbers are correct to ensure consistency in the application documents.
T a Carolina
Naturally
North Carolina Division of Water Quality 127 Cardinal Drive Extension Wilmington, NC 28405 Phone [phone] Customer Service
Wilmington Regional Office Internet: www.ncwatermiality ore Fax [phone]
An Equal Opportunity/Affirmative Action Employer — 50% Recycled/10% Post Consumer Paper

Howard Penton, III
May 14, 2008
Stormwater Application No. SW8 080414
Please note that this request for additional information is in response to a preliminary
review. The requested information should be received in this Office prior to May 22,
2008, or the application will be returned as incomplete. The return of a project will
necessitate resubmittal of all required items, including the application fee.
The construction of any impervious surfaces, other than a construction entrance under
an approved Sedimentation Erosion Control Plan, is a violation of NCGS 143-215.1 and
is subject to enforcement action pursuant to NCGS 143-215.6A.
Please reference the State assigned project number on all correspondence. If you have
any questions concerning this matter please feel free to call me at [phone] or
email me at [e-mail].
Sincerely,
U4:��- I-Avvi
Christine Nelson
Environmental Engineer
ENB/can: S:IWQSISTORMWATERIADDINF0120081080414.may08
CC: M. Floyd Adams, The Adams Company, Inc.
Christine Nelson
Wilmington Regional Office
Page 2 of 2

2nd request for additional info: SW Project No. 080414 Shoreline a...
Subject: 2nd request for additional info: SW Project No. 080414 Shoreline at Westgate
From: Christine Nelson <[e-mail]>
Date: Wed, 14 May 2008 13:08:57 -0400
To: [e-mail], [e-mail], Bob Mitchell
<[e-mail]>
CC: Janet Russell <[e-mail]>
Gentlemen,
I have attached a pdf version of my request for additional information for
Stormwater Protect SW8 080414 - Shoreline at Westgate. I will also send copies via
mail.
Thank you,
Christine
Express Stormwater Permitting
NC-DENR
SW8080414 -Shoreline at Westgate 052008.pd Content -Type: application/pdf
Content -Encoding: base64
1 of 1 5/14/2008 1:09 PM

=Ha ADAMS COMPANYINC.
CONSTRUCTION AND DEVELOPMENT
708 Abner Phillips Road
Warsaw, NC 28398
Phone [phone]
Fax [phone]
April 30, 2008
Christine Nelson
Environmental Engineer — NCDENR
Wilmington Regional Office
127 Cardinal Dr. Extension
Wilmington, NC 28405
Subject: Stormwater Project No. SW8 080414
Shoreline at Westgate, Brunswick Co.
Mr. Penton has asked that as the Engineer in charge of the Shoreline at Westgate project, I
respond to your request. The following is the additional requested information for the above -
mentioned project.
Please find enclosed:
- 2 originals of sheets UTL-1, SW-1 of the plans,
- Wet Detention Basin Supplement,
- Filter Strip and Level Spreader Supplement
- Wet Detention Basin Operation and Maintenance Agreement,
- Filter Strip and Level Spreader Operation and Maintenance Agreement,
- Retaining Wall Details
- Check for $1,000.00
1.
2.
3.
4.
5.
6.
ij.
The wet detention pond has been redesigned. The permanent pool does not include the
1-foot sediment accumulation.
The temporary storage volume was re -calculated using the Simple Method.
A detail of the wet detention pond is included; Surface Areas and Volumes of the
Forebay and Main Pond by Elevation.
Multiple borings were conducted at approximately 10' existing elevation to determine
the SHWT of 5.8'.
We provided proposed elevations on plan sheet UTL-1 at the emergency gravel road
exit to ensure that all of the gravel road on this property flows to the detention pond.
A drain inlet was added to the main entrance area. Proposed elevations on plan sheet
UTL-1 are provided to ensure that all of the impervious area at the main entrance flows
to the detention pond.
The drainage area is delineated and shown on plan sheet UTL-1. I1
impervious areas as well as those pervious areas that `channel' the
impervious areas.

01
8. As shown by the proposed elevations and contours on plan sheet UTL-1 rooftop
drainage will be directed to various drain inlets.
9. Attached on 8.5" x 11" paper is a detailed drawing of the proposed retaining wall
10. Check for $1,000.00 is enclosed.
11. A 30' filter strip is shown at the end of the Outlet Structure as you requested. In
addition, calculations have been completed and are attached to verify the velocity of the
flow is below the erosive rate for the filter strip.
Please do not hesitate to call me at 910-293-2770 if you have any questions.
Sincerely,
M. Floyd dams, PE
The Adams Company, Inc.
WA/ram
Cc: Howard Penton, SD West, LLC
Adams Co 6\MyDommxn1s\Wor&EWSp=\PcnWn\CndsonDENRltl.doc

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SOUND DEVELOP&NT, LLC
SunTrust
W-4&531 1015
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DATE 4/30/2008
RAY TA ME WOH) ORDER OF NCDENR
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One Thousand and 00/10
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OPERATING AGREEMENT
OF
SD West, LLC
THIS OPERATING AGREEMENT (this "Agreement") of SD West, LLC (the "Company"), a
limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is
executed effective as of the date stated on the signature page hereof, by and among the Company and
Howard A. Penton, III, and Mark L. Maynard, as the initial Members (as defined below).
to
ARTICLE I - DEFINITIONS
1.1 Definitions. The following terms used in this Agreement shall have the following meanings
(unless otherwise expressly provided herein):
(a) "Act" means the North Carolina Limited Liability Company Act, as the same may be
amended from time to time.
('b) "Adjusted Capital Account" means, with respect to a Member, the balance in such Member's
Capital Account at the end of the relevant fiscal year, as determined in accordance with Treasury
Regulation Section 1.704-1(b)(2)(iv).
(c) "Articles of Or anization" means the Articles of Organization of the Company filed with the
Secretary of State, as amended or restated from time to time.
(d) "Capital Account" means for each Member the account established pursuant to Section 8.2
hereof and maintained in accordance with the provisions of this Agreement.
(e) "Capital Contribution" means any contribution to the capital of the Company in cash or
property by a Member whenever made.
(f) "Code" means the Internal Revenue Code of 1986, as amended from time to time (and any
corresponding provisions of succeeding law).
(g) "Distributable Cash" means, with respect to the Company for a period of time, all funds of
the Company on hand or in bank accounts of the Company as, in the discretion of the Managers, is
available for distribution to the Members after provision has beer: made for (i) payment of all operating
expenses of the Company as of such time, (ii) provision for payment of all outstanding and' unpaid
current obligations of the Company as of such time, and (iii) provision for such reserves as the Managers
deem necessary or appropriate for Company operations.
(h) "Fiscal Year" means the calendar year.
0) "Income" means, for each Fiscal Year or other period, each item of income and gain as
determined, recognized and classified for federal income tax purposes, provided that any income or gain
that is exempt from federal income tax shall be included as if it were an item of taxable income.
0) "Initial Capital Contribution" means the initial contribution to the capital of the Company
made by a Member pursuant to Section 8.1(a) of this Agreement.

W "Loss" means, for each Fiscal Year or other period, each item of loss or deduction as
determined, recognized and classified for federal income tax purposes, increased by (i) expenditures
described in Section 705(a)(2)(B) of the Code, (ii) expenditures contemplated by Section 709 of the Code
(except for amounts with respect to which an election is properly made under Section 709(b) of the
Code); and (iii) expenditures resulting in a deduction for a loss incurred in connection with the sale or
exchange of Company property that is disallowed to the Company under Section 267(axl) or Section
707(b).
(1) "Maiori " means, with respect to any referenced group of Managers, a combination of any of
such Managers constituting more than fifty percent (50%) of the number of Managers of such referenced
group who are then elected and qualified.
(m) "Majori in Interest" means, with respect to any referenced.group of Members, a
combination of any of such Members who, in the aggregate, own more than fifty percent (50%) of the
Membership Interests owned by all of such referenced group of Members.
(n) "Manager" means each initial Member named in the Articles of Organization of the
Company, and each future member of the Company, effective upon becoming a Member, and any other
Person(s) who are elected as Managers after any increase in the number of Managers to a number greater
than the number of Members as provided herein, or any other Person(s) who succeeds such Manager in
his capacity as Manager or any other Persons who are elected to act as Managers of the Company as
provided herein. In the event that any Member is not a natural person, then "Manager" shall mean the
designee of the Member identified in or by notice given pursuant to Section 3.2 hereof. "Managers"
refers to such Persons as a group, or if there be only one Member, "Managers" shall mean "Manager."
(o) "Member" means each Person designated as a Member of the company on Schedule I hereto,
or any additional Member admitted as a Member of the Company in accordance with Article X.
"Members" refers to such Persons as a group.
(p) "Membership Interest" means all of a Member's rights in the Company, including without
limitation, the Member's share of the profits and losses of the Company, the right to receive distributions
of the Company's assets, any right to vote and any right to participate in the management of the Comnanv
as provided in the Act and this Agreement. As to any Member, Membership Interest shall mean the
percentage set forth opposite such Member's name on Schedule I hereto.
(q) "Net Income" and "Net Loss" means, for each Fiscal Year or other relevant period, (i) the
excess of the Income for such period over the Loss for such,, period, or (H) the excess of the Loss for such
period over the Income for such period, respectively; provided, however, that Net Income and Net Loss
for a Fiscal Year or other relevant period shall be computed by excluding from such computation any
Income specially allocated under Section 8.1.
(r) "Person" means an individual, a trust, an estate, or a domestic corporation, a foreign
corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a
foreign limited liability company, an unincorporated association, or another entity,
(s) "Secretary of State" means the Secretary of State of North Carolina.
(t) "Treasury Regulations" means the Income Tax Regulations and Temporary Regulations
promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

ARTICLE II -FORMATION OF THE COMPANY
2.1 Formation. The Company was formed on April 4111, 2008, upon the filing with the Secretary
of State of the Articles of Organization of the Company. In consideration of the mutual promises,
covenants, and agreements contained herein, and other good and valuab:e consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree that the rights and obligations of
the parties and the administration and termination of the Company shall be governed by this Agreement,
the Articles of Organization and the Act.
2.2 Name. The business and affairs of the Company shall be conducted under the name SD
West, LLC. The name of the Company may be changed from time to time by amendment of the Articles
of Organization. The Company may transact business under an assumed name by filing an assumed
name certificate in the manner prescribed by applicable law,
2.3 Registered Office and Registered Agent. The Company's registered office shall be 6105
Oleander Drive, Suite 201, Wilmington, NC 28403, located in New Hanover County, North Carolina, and
the name of its initial registered agent at such address shall be Howard A. Penton, III.
2.4 Principal Place of Business. The principal place of business of the Company within the
State of North Carolina shall be 6105 Oleander Drive, Suite 201, Wilmington, North Carolina, 28403,
located in New Hanover County, North Carolina. The Company may locate its place(s) of business and
registered office at any other place or places as the Manager(s) may from time to time deem necessary or
advisable.
2.5 Term. The Company shall continue in existence until the close of the Company's business
on the dissolution date as specified in the Company's Articles of Organization, unless the Company is
earlier dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.
2.6 Purposes and Powers.
(a) The Company may engage in any lawful business for which limited liability companies may
be organized under the Act unless a more limited purpose is stated in the Articles of Organization.
(b) The Company shall have any and all powers which are necessary or desirable to carry out the
purposes and business of the Company, to the extent the same may be legally exercised by limited
liability companies under the Act. The Company shall carry out the foregoing activities pursuant to the
arrangements set forth in the. Articles of Organization: and this Agreement.
2.7 Nature of Members' Interests. The interests of the Members in the Company shall be
personal property for all purposes. Legal title to all Company assets shall be held in the name of the
Company. Neither any Member nor a successor, represbntative or assign of such Member, shall have any
right, title or interest in or to any Company property or the right to partition any real property owned by
the Company. Interests may be evidenced by a certificate of Membership Interest issued by the
Company, in such form as the Managers may determine.
ARTICLE III -RIGHTS AND DUTIES OF MANAGERS
3.1 Management. The business and affairs of the Company shall be managed by the
Manager(s). In addition to the powers and authorities expressly conferred by this Agreement upon the
Manager(s), the Manager(s) shall have full and complete authority, power and discretion to manage and

control the business of the Company, to make all decisions regarding those matters and to perform any
and all other acts or activities customary to or incident to the management of the Company's business,
except only as to those acts and things as to which approval by the Members is expressly required by the
Articles of Organization, this Agreement, the Act or other applicable law. At any time when there is
more t;;ar ore mailager: (i) any okke ivSanager may take any action permitted to be taken by the Managers,
unless the approval of more than one of the Managers is expressly required pursuant to this Agreement or
the Act, and (ii) the Managers may eiect one or more officers who may be, but need not be, Members or
Managers of the Company, with such titles, duties and compensation as may be designated by the
Managers, subject to any applicable restrictions specifically provided in this Agreement or contained in
the Act. a
3.2 Number and Qualifications. There shall initially be a number of Managers of the Company
equal to the initial number of Members of the Company, who shall be the Members named in Schedule i
hereto. The number of Managers shall at all times be no less,than the number of Members, and each
Member shall become a Manager, effective immediately upon becoming a Member. The names and
consent of the Manager(s) to serve as such shall be evidenced by their execution of this Agreement, or on
a Schedule II to be attached hereto and made a part hereof, as amended, upon any change of Manager(s).
The number of Managers of the Company may be fixed at a number greater than the number of
Members from time to time by the unanimous vote of all of the Members, and after any increase in the
number of Managers above the number of Members, the number of Managers of the Company may be
decreased, to a number not less than the number of Members, from time to time by the affirmative vote of
a Majority in Interest of all of ilse Members, but in no instance shall any decrease in the number of
Managers have the effect of shortening the term of any incumbent Manager. Managers need not be
residents of the State of North Carolina or Members of the Company. All Members shall serve as
Managers by virtue of their status as Members.
For any period during which no persons are designated as Managers as provided herein, or such
designations are not in effect, all Members shall be Managers.
In the event that any Member shall not be a natural person, such Member shall designate a
natural person who is authorized to act on behalf of such Member in its capacity as Manager, and such
designation shall remain effective until such time as the Company is provided written notice of any
change in such designation by such Member, made in accordance with the laws governing the internal
governance of such Member. Notwithstanding that the Membership is owned by the Member and that
the Member is a Manager by virtue of its status as a Member, the designee of any Member who is not a
natural person shall be a Manager; and shall be authorized to act on behalf of the Company and to
execute documents on behalf of the Company as a Manager, without need to identify itself as a designee
of the Member, and votes cast by such designee Manager shall be to the exclusion of direct voting by the
Member as Manager until such tirne as notice is given to the Company by such Member in writing that
the designation is revoked, and of appointment of another natural person having legal capacity as the
designee of the Member which is not a natural person. Execution of this Operating Agreement or of any
Schedule to this Operating Agreement by such a Member shall be deemed a designation of the natural
person signing on behalf of such Member as the natural person who is authorized to act on behalf of such
Member in its capacity as Manager, unless expressly otherwise provided herein or in such Schedule
hereto.
3.3 Election and Term of Office. Managers shall be elected at the annual meeting of the
Members as provided in Section 6.7 (except as provided in Sections 3.5 and 3.6). Each Manager shall
hold office until the Manager's successor shall have been elected and qualified, or until the death or

dissolution of such Manager, or until his or its resignation or removal from office in the manner provided
in this Agreement or in the Act.
3.4 Resignation. Any Manager not a Member of the Company may resign at any time by giving
written notice to all of the Members of the Company. The resignation of any Manager shall take effect
upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless
-otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Members may not resign as Managers.
3.5 Removal.. At any special meeting of the Members called expressly for that purpose, all or
any lesser number of Managers who are not Members may be removed at any time, either with or without
cause, by the affirmative vote of a Majority in Interest of all the Members then entitled to vote at any
election of Managers. In case any vacancy so created shall not be filled by the Members at such meeting,
such vacancy may be filled by the Managers as provided in Section 3.6.
3.6 Vacancies. Any vacancy occurring for any reason in the Managers of the Company may be
filled by the affirmative vote of a Majority of Managers, except for a vacancy occurring in the Managers
by reason of an increase in the number of Managers, which shall be filled by the affirmative vote of a
Majority in Interest of all the Members at an annual meeting of Members or at a special meeting of
Members called for that purpose.
3.7 Inspection of Books and Records. Any Manager shall have the right to examine all books
and records of the Company for a purpose reasonably related to such Manager's position as a Manager.
3.8 Compensation. The compensation of the Managers of the Company shall be fixed from time
to time by an affirmative vote of a Majority in Interest of the Members or by contract approved by an
affirmative vote of a Majority in Interest of the Members, and no Manager shall be prevented from
receiving such salary by reason of the fact that he is also a Member of the Company. >The Managers
shall initially be paid no management fee. No withholdings for taxes, social security, unemployment and
the like shall be deducted, and the Manager shall be responsible for paying all income and self
employment taxes.
3.9 Committees of the Managers. The Managers, by resolution, may designate from among the
Managers one or more committees, each of which shall be comprised of one or more of the Managers,
and may designate one or more of the Managers as alternate Members of any committee, who may,
subject to any limitations imposed by the Managers, replace absent or disqualified Managers at any
meeting of this committee. Any such committee, to the extent provided in such resolution or in this
Agreement, shall have and may exercise all of the authority of the Managers, subject to any restrictions
contained in this Agreement or the Act.
ARTICLE IV -MEETINGS OF MANAGERS
4.1 Place of Meeting. The Managers of the Company may hold their meetings, both regular and
special, at any place within or without the State of North Carolina.
4.2 Notice of Meetings. The first meeting of newly elected Managers shall be held immediately
following the adjournment of the annual meeting of the Members. The Managers may otherwise meet at
such intervals and at such time and place as they shall schedule. Special meetings of the Managers may
be called at any time by no less than one-third of the then serving Managers for any purpose or purposes.
Notice of such special meetings, unless waived by attendance or by written consent to the holding of the

special meeting, shall be given at least five (5) days before the date of such meeting to all Managers not
calling the meeting. Notice of such special meeting shall state that it shall be held at the principal place
of business of the Company, the date and hour of the special meeting, and its purpose or purposes.
Absent the written consent of a Majority of the Managers to take other action, the business transacted at
such special meeting shall be limited to such purpose or purposes as stated in the notice.
4.3 Action by Managers; Quorum; Voting; Action Without a Meeting.
(a) A Majority of the Managers shall be necessary to constitute a quorum for the transaction of
business. Every act or decision done or made by a Majority of the Managers present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Company, unless a greater number is
required by law or by the Articles of Organization or by this Operating Agreement, or unless a vote of the
Members is required by law or by the Articles of Organization or by this Operating Agreement to do or
make the act or decision.
(b) Managers may participate in any meeting of the Managers by means of conference telephone
or similar communications equipment, provided all persons participating in the meeting can hear one
another, and such participation in a meeting shall constitute presence in person at the meeting.
(c) All votes required of Managers hereunder may be by voice vote unless a written ballot is
requested, which request may be made by any one Manager.
(d) Any action which under any provision of the Act or this Agreement is to be taken at a
meeting of the Managers may be taken without a meeting by written consent signed by all Managers who
would be entitled to vote upon such action at a meeting. Such written consent must be kept with the
records of the Company.
4.4 Adjournment. A Majority of the Managers present may adjourn any Managers' meeting to
meet again at a stated day and hour or unti I the time fixed for the next regular meeting of the Managers.
It shall not be necessary to conduct business to reestablish a quorum at such adjourned meeting.
ARTICLES V - MEMBERS
5.1 Names and Addresses of Members. The names, addresses and Membership Interests of the
Members are as reflected in Schedule 1 attached hereto and made a part hereof, which Schedule shall be
as amended by the Company as of the effectiveness of any transfer or subsequent issuance of any
Membership Interest,
5.2 Admission of Members.
(a) In the case of a Person acquiring a Membership Interest directly from the Company, the
Person shall become a Member with respect to such Membership Interest upon compliance with the
requirements of Article X and making the Capital Contributions specified in Section 8.1.
(b) An assignee of a Membership Interest shall become a Member on compliance with
requirements of Article X.
(c) Any Person may become a Member upon compliance with Article X hereof, unless such
Person lacks legal capacity or is otherwise prohibited from being admitted by applicable law.

ARTICLE VI - MEETINGS OF MEMBERS
6.1 Annual Meetings of Members. An annual meeting of the Members will be held at such time
and date at the principal office of the Company or at such other place within or without the state of
North Carolina as shall be designated by the Managers from time to time and stated in the notice of the
meeting. The purposes of the annual meeting need not be enumerated in the notice of such meeting.
6.2 Special Meetings of Members. Special meetings of the Members may be called by the
Managers or by the holders of not less than ten percent (10%) of all the Membership Interests. Business
transacted at al I special meetings shall be confined to the purpose or purposes stated in the notice.
6.3 Notice of Meetings of Members. Written notice stating the place, day and hour of the
meeting and, additionally in the case of special meetings, stating the principal place of business of the
Company as the location and the purpose or purposes for which the meeting is called, shall be delivered
not less than ten ( 10) nor more than sixty (60) days before the date of the meeting, to each Member of
record entitled to vote at such meeting.
6.4 Record Date. For the purpose of determining Members entitled to notice of or to vote at any
meeting of Members or any adjournment thereof, or of determining Members entitled to receive payment
of any distribution, or to make a determination of Members for any other purpose, the date on which
notice of the meeting is mailed or the date on which such distribution is declared, as the case may be,
shall be the record date for such determination of Members. When a determination of Members entitled
to vote at any meeting of Members has been made as provided in this Section, such determination shall
apply to any adjournment thereof.
6.5 Quorum. A Majority in Interest of the Members shall constitute a quorum at all meetings of
the Members, except as otherwise provided by law or this Agreement. Once a quorum is present at the
meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to
adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the
meeting. If, however, such quorum shall not be present at the opening of any meeting of the Members,
the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a Majority in Interest of the Members
shall be present or represented and a quorum thus established, and if such quorum shall be present prior
to adjournment, to meet again at a stated day and hour, it shall not be necessary to conduct business to
reestablish a quorum at such adjourned meeting.
6.6 Actions by Members Other than for Election of Managers. Except for a matter for which the
affirmative vote of the holders of a greater portion of the Membership Interests entitled to vote is
required by law, the Articles of Organization or this Agreement, the act of Members shall be the
affirmative vote of a Majority in Interest of a] I the Members represented and voting at the meeting. All
actions of the Members provided for herein may be taken by written consent without a meeting. Any
such action which may be taken by the Members without a meeting shall be effective only if the consents
are in writing, set forth the action so taken, and are signed by all Members eligible to vote on such action.
Members may participate in any meeting of the Members by means of a conference telephone or similar
communications equipment, provided all persons participating in the meeting can hear one another, and
such participation in a meeting shall constitute presence in person at the meeting.
6.7 Action by Members to Elect Managers. In the event that the number of Managers shall be
increased to a number greater than the number of Members, such that Persons other than Members serve
as Mangers, then for purposes of voting on the election of non -Member Managers, such non -Member

Managers shall be elected at any meeting of the Members at which a quorum is present, by a majority of
the Membership Interest represented and voting at the meeting.
6.8 list of Members Entitled to Vote. The Managers shall make, at least ten (10) days before
each meeting of Members, a complete list of the Members entitled to vote at such meeting.or any
adjournment of such meeting, arranged in alphabetical order, with the address of and the Membership
Interest held by each, which list shall be kept on file at the registered office of the Company, for a period
of ten (10) days prior to such meeting, and shall be subject to inspection by any Member at any time
during usual business hours. Such list shall also be produced and kept open at the time and place of the
meeting and shall be subject to inspection by any Member during the continuance of the fleeting.
However, failure to comply with the requirements of this Section shall not affect the validity of any
action taken at such meeting.
6.9 Registered Members. The Company shall be entitled to treat the holder of record of any
Membership Interest as the holder in fact of such Membership Interest for all purposes, and accordingly
shall not be bound to recognize any equitable or other claim to or interest in such Membership Interest on
the part of any other person, whether or not it shall have express or other notice of such claim or interest,
except as expressly provided by this Agreement or the laws of North Carolina.
ARTICLE VII-LIMITATION OF LIABILITY AND INDEMNIFICATION OF
MANAGERS AND MEMBERS
7. I Limitation of Liability. No Manager or Member of the Company shall be liable to the
Company or its Members for monetary damages for an act or omission in such person's capacity as a
Manager or a Member, except as provided in the Act with regard to: (i) acts or omissions which a
Manager knew at the time of the acts or omissions that the acts or omissions were clearly in conflict with
the interests of the Company, (i i) any transaction from which a Manager derived an improper personal
benefit, or (iii) acts or omissions occurring prior to the date this provision becomes effective. If the Act
is amended to authorize action further eliminating or limiting the liability of Managers and Members,
then the liability'of a Manager or Member of the Company shall be eliminated or limited to the fullest
extent permitted by the Act as so amended. Any repeal or modification of this section shall not adversely
affect the right or protection of a Manager or Member existing at the time of such repeal or modification.
7.2 Indemnification. The Company shall and does hereby indemnify and hold harmless the Managers
and Members to the fullest extent permitted or required by the Act, as amended from time to time,
including costs of defense including reasonable attorneys fees, and the Company may advance expenses
incurred by the Manager or Member, including reasonable attorneys fees, upon the approval of the
Managers and the receipt by the Company of an undertaking by such Manager or Member to reimburse
the Company in the event it shall ultimately be determined that such Manager or Member is not entitled
to be indemnified by the Company against such expenses. The Company may also indemnify its
employees and other representatives or agents up to the fullest extent permitted under the Act or other
applicable law, including costs of defense, including reasonable attorneys fees, provided that the
indemnification in each such situation is first approved by Members owning a Majority in Interest.
7.3 Other Rights. The indemnification provided by this Agreement shall: (i) be deemed
exclusive of any other rights to which a person seeking indemnification may be entitled under any
statute, agreement, vote of Members or disinterested Managers, or otherwise, both as to action in official
capacities and as to action in another capacity while holding such office; (ii) continue as to a person who
ceases to be a Manager or Member; (iii) inure to the benefit of the estate, heirs, executors, administrators
or other successors of an indemnitee; and (iv) not be deemed to create any rights for the benefit of any

other person or entity.
7.4 Report to Members. The details concerning any action taken by the Company to limit the
liability, indemnify or advance expense(s) to a Manager, Member, or other, shall be reported in writing to
the Members with or before the notice or waiver of notice of the next Members' meeting or with or
before the next submission to Members of a consent to action without a meeting or, if sooner, separately
within ninety (90) days immediately following the date of the action.
ARTICLE VIII-CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS; LOANS
8.1 Capital Contribution; Loans.
(a) Upon execution of this Agreement, each Member agrees to contribute cash to the Company
in the amount set forth as the Initial Capital Contribution of such Member on Schedule I, attached hereto.
The Members shall execute Amendments to Schedule I each time additional capital contributions are
made, except that in the event that any loan results from additional capital contributions as provided in
Section 8.1 (b), the Amendment to Schedule I shall not be made until the loan is repaid in full, or default
in repayment of the loan shall occur.
(b) If the Managers determine that the Initial Capital Contributions are insufficient to carry out
the purposes of the Company, the Managers may request that the Members make additional contributions
to the capital of the Company. If a Majority in interest of the Members approve such request, then each
of the Members shall be obligated to make such additional contributions (each an "Additional Capital
Contribution") to the Company ratably in accordance with such Members' then existing Membership
Interest within the time period approved by the Majority in Interest of the Members. In the event any
Member fails to fulfill any commitment to contribute additional capital (the "Defaulting Member"), the
Managers may elect to allow the remaining Members (the "Lending Members") to contribute to the
Company, pro rata by Membership Interest, the portion of such Additional Capital Contribution not made
by the Defaulting Member. All amounts so contributed by the Lending Members on behalf of a
Defaulting Member shal I be considered a loan to the Defaulting Member bearing interest at the prime
rate, as set out in the Wall Street Journal on the date of the Ioan, plus one percent (1.0%) simple interest,
until repaid, due in full twelve (12) months from the date thereof, and no adjustment of Membership
Interests shall result if said loan is paid within said twelve (12) months. In addition, until all of such
loans are repaid by the Defaulting Member all distributions payable to the Defaulting Member shall be
paid to the Lending Members in proportion to their relative Membership Interests, to the extent of the
then outstanding interest and principal of such loans, and such distributions shall be credited towards
such loans, as if payments had been made by the Defaulting Member in the amount of such distributions.
In the event such loans are not repaid within said twelve (12) months, the principal amount not repaid
shall be deemed an additional capital contribution by the Lending Member(s), and the principal amount
not repaid shall be subtracted from the additional capital contribution of the Defaulting Member which
was considered a loan from the Lending Members, and the Membership Interests of all Members
adjusted accordingly, such that the Membership Interest of the Defaulting Member is reduced and the
Membership Interest of the Lending Members not receiving repayment in full is increased, each to the
resulting percentage Membership Interest which is equal to the aggregate capital contributions of each
Member divided by the total of all Members' aggregate capital contributions.
(c) No Member shall be paid interest on any Capital Contribution to the Company.
(d) In addition to the loans to the Defaulting Member provided for in Section 8.I(b) above, upon
approval of the terms thereof by the Managers, any Member may make a loan to the Company upon
commercially reasonable terms. Loans by a Member to the Company shall not be considered Capital

Contributions.
8.2 Capital Accounts,
(a) The Company shall maintain a separate capital account (each a "Capital Account") for each
Member pursuant to the principles of this Section 8.2 and Treasury Regulation Section 1.704-1(b)(2)(iv).
The Initial Capital Account of each Member shall be the Initial Capital Contribution of such Member.
Such Capital Account shall be increased by (i) the amount of the subsequent Capital Contributions of
such Member to the Company under Section 8.1 and (ii) such Members's allocable share of Company
Income and Net Income pursuant to Section 9. 1. Such Capital Account shall be decreased by (i) the
amount of cash distributed to the Member by the Company pursuant to Section 9.2, (ii) such Member's
allocable share of Loss and Net Loss pursuant to Section 9.1, and (iii) and any adjustment of the capital
account of a Member resulting from default by a Defaulting Member on a loan made by Lending
Member(s) pursuant to Section 8.1.
(b) The provisions of this Section 8.2 and other portions of this Agreement relating to the proper
maintenance of Capital Accounts are designed to comply with the requirements of Treasury Regulation
Section 1.704-1(b). The Members intend that such provisions be interpreted and applied in a manner
consistent with such Treasury Regulations. The Managers are authorized to modify the manner in which
the Capital Accounts are maintained if the Managers determine that such modification (i) is required or
prudent to comply with the Treasury Regulations and (ii) is not likely to have a material effect on the
amounts distributable to any Member upon the dissolution of the Company.
8.3 Withdrawal or Reduction of Members' Contributions to Capital.
(a) No Member shall have the right to withdraw all or any part of its Capital Contribution or to
receive any return on any portion of its Capital Contribution, except as may be otherwise specifically
provided in this Agreement. Under circumstances involving a return of any Capital Contribution, no
Member shall have the right to receive property other than cash,
(b) .No Member shall have priority over any other Member, either as to the return of Capital
Contributions or as to Net Income, Net Losses, or distributions; provided that this subsection shall not
apply to loans (as distinguished from Capital Contributions) which a Member has made to the Company.
8.4 Liability of Members. No Member shall be liable for the debts, liabilities or obligations of
the Company.beyond his or its respective Initial Capital Contribution and any Additional Capital
Contribution required of such Member pursuant to Section 8.1(b) above. Except as otherwise expressly
provided herein, no Member shall be required to contribute to the capital of, or to loan any funds to, the
Company.
ARTICLE IX -ALLOCATIONS, DISTRIBUTIONS, ELECTIONS AND REPORTS
9.1 Allocations. Subject to the provisos below, for purposes of maintaining Capital Accounts
and in determining the rights of the Members among themselves, Net Income, or Net Loss, if any, for a
Fiscal Year or other period, steal I be allocated to the Members in proportion to their respective
Membership Interests after giving effect to all Capital Account adjustments attributable to contributions
and distributions of cash and property made during such Fiscal Year; provided, however, notwithstanding
the provisions of the preceding clause of this Section 9.1, in the event any Member unexpectedly receives
any adjustments, allocations, or distributions described in Treasury Regulation Sections 1.704-
1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(S), or 1.704-1(b)(2)(ii)(d)(6) items of Income shall be specially

allocated to such Member (consisting of a pro rata portion of each item of Company Income, including
gross income, for such year) in an amount and manner sufficient to eliminate such deficit, if any, in such
Membees Adjusted Capital Account, as quickly as possible. The foregoing proviso is intended to
constitute a "qualified income offset" within the meaning of Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations and this proviso shall be interpreted consistently with such Treasury Regulation.
9.2 Distributions. The Managers shall distribute Distributable Cash and other property at such
times and in such amounts as they may determine, in their sole discretion. All distributions of
Distributable Cash or other property shall be made to the Members in proportion to their respective
Membership Interests. Except as provided in Section 9.3, all distributions of Distributable Cash and
property shall be made at such time as determined by the Managers.
9.3 Limitation Upon Distributions. No distribution shall be declared and paid if payment of
such distribution would cause the Company to violate any limitation on distributions provided in the Act.
9.4 Allocations for Tax Purposes. Except as otherwise provided herein, each item of Income,
Net Income or Net Loss of the Company shall be allocated to the Members in the same manner as such
allocations are made for book purposes pursuant to Section 9.1. In the event of a transfer of, or other
change in, an interest in the Company during a Fiscal Year, each item of taxable income and loss shall be
prorated in accordance with Section 706 of the Code, using any convention permitted by law and selected
by the Managers.
9.5 Tax Status, Elections and Modifications to Allocations.
The Company shall initially accept the default classification that the Company be taxed as a
partnership. The Company shall only elect to be taxed as a corporation with the unanimous written
consent of all Members, and if the Company shall in the future elect to be taxed as a corporation, it shall
then file the appropriate form with the Internal Revenue Service.
(a) Notwithstanding any provision contained in this Agreement to the contrary, solely for federal
income tax purposes, each of the Members hereby recognizes that the Company will be subject to all
provisions of Subchapter K of the Code; provided, however, that the filing of all required returns
thereunder shall not be construed to extend the purposes of the Company or expand the obligations or
liabilities of the Members.
(b) The Managers, in their sole discretion, may cause the Company to elect pursuant to Section
754 of tl:e Code and the Treasury Regulations to adjust the basis of the Company assets as provided by
Section 743 or 734 of the Code and the Treasury Regulations thereunder. The Company shall make such
elections for Federal income tax purposes as may be determined by the Managers, acting in their sole and
absolute discretion.
(c) The Managers shall prepare and execute any amendments to this Agreement necessary for
the Company to comply with the provisions of Treasury Regulations Sections 1.704-1(b), 1.704-1(c) and
1.704-2 upon the happening of any of the following events: (i) incurring any liability which constitutes a
"nonrecourse liability" as defined in treasury Regulation Section 1.704-2(b)(4); (ii) a constructive
termination of the Company pursuant to Code Section 708(b)(1)(B); or (iii) the contribution or
distribution of any property, other than cash, to or by the Company.
9.6 Tax Matters Partner. The Managers shall designate a Member serving as a Manager, or if
there is none or if none are eligible to act, any Member, as the "tax matters partner" for federal income

tax purposes. The tax matters partner is authorized and required to represent the Company in connection
with all examinations of the Company's affairs by flax authorities, including resulting administrative and
judicial proceedings, and to expend Company funds for professional services and costs associated
therewith. The tax matters partner shall have the final decision making authority with respect to all
Federal income tax matters involving the Company. The Members agree to cooperate with the tax
matters partner and to do or refrain from doing any or all things reasonably required by the tax matters
partner to conduct such proceedings. Any direct out-of-pocket expense incurred by the tax matters
partner in carrying out his obligations hereunder shall be allocated to and charged to the Company as an
expense of the Company for which the tax matters partners shall be reimbursed.
9.7 Records and Reports. At the expense of the Company, the Managers shall maintain records
and accounts of all operations and expenditures of the Company. The Company shall keep at its
principal place of business the records required by the Act to be maintained there.
9.8 Books of Account.
(a) The Company shall maintain the Company's books and records and shall determine all items
of Income, Loss, Net Income and Net Loss in accordance with the method of accounting selected by the
Managers, consistently applied. All of the records and books of account of the Company, in whatever
form maintained, shall at all times be maintained at the principal office of the Company and shall be open
to the inspection and examination of the Members or their representatives during reasonable business
hours. Such right may be exercised through any agent or employee of a Member designated by it or by an
attorney or independent certified public -accountant designated by such Member. Such Member shall
bear all expenses incurred in any examination made on behalf of such Member.
(b) All expenses in connection with the keeping of the books and records of the Company and the
preparation of audited or unaudited financial statements required to implement the provisions of this
Agreement or otherwise needed for the conduct of the Company's business shall be borne by the
Company as an ordinary expense of its business, provided that day to day bookkeeping, preparation of
financial statements, and of profit and loss statements shall be performed by the Manager as a part of his
duties as Manager for no additional fee to the Company.
9.9 Company Tax Return and Annual Statement. The Managers shall cause the Company to file
a Federal income tax return and all other tax returns required to be filed by the Company for each Fiscal
Year or part thereof, and shall provide to each person who at any time during the Fiscal Year was a
Member with an annual statement (including a copy of Schedule K- I to Internal Revenue Service Form
106�) indicating such I�le;nber's share of the Company's income, ions, gain, expense and other items
relevant for federal income tax purposes. Such annual statement may be audited or unaudited as required
by the -Managers.
9.10 Bank Accounts. The bank account or accounts of the Company shall be maintained in the
bank approved by the Managers. The terms governing such accounts shall be determined by the
Managers and withdrawals from such bank accounts shall only be made by such parties as may be
approved by the Managers.

ARTICLE X-TRANSFERABILITY OF MEMBERSHIP INTEREST;
ADMISSION OF MEMBERS
10.1 Transferability of Membership Interest. The term "Transfer" when used in this Agreement
with respect to a Membership Interest includes an initial and any subsequent sale, assignment, gift,
pledge, hypothecation, grant of security interest, exchange, any Involuntary Transfer, whether by
foreclosure, sale under power of sale, execution on judgment, forfeiture, or otherwise, or any other
disposition, but shall not include the devise, bequest or inheritance of a Membership Interest on the death
of a Member. A Member shall not at any time Transfer its Membership Interest except in accordance
with the considerations and limitations set out in Section 10.2. Any Transferee of a Membership Interest
by any means shall have only the rights, powers and privileges set out in Section 10.3 or otherwise
provided by law and shall not become a Member of the Company except as provided in Section 10.4. If
the Member is an entity which is not a natural person, then any change in the beneficial ownership of the
Membership Interest, including the sale, conveyance or disposition of a majority interest in the Member,
whether by sale of stock in a corporation, sale of partnership interest in a partner, sale of Membership
Interest in a limited liability company, or the like, whether or not of record and whether or not for
consideration, shall be deemed to be the transfer of a Membership Interest.
10.2 Restrictions on Transfers of Membership Interest. All or part of a Membership Interest
may be transferred only with the prior written approval of a Majority of the Members, which approval
may be granted or denied in the sole discretion of the Members. The Members shall not so consent
unless the Proposed Transferee shall have furnished the Company with an opinion of counsel,
satisfactory in form and substance to a majority of the Members and of the Managers, that neither the
offering nor the proposed Transfer will violate any Federal or applicable state securities law and that
neither the offering nor the proposed Transfer will adversely affect the Company being taxed as a
partnership for Federal income tax purposes. A Proposed Transfer shall be deemed approved if the
Proposed Transferor shall first Offer to Transfer the Membership Interest as provided in Section 10.6,
and the Membership Interest is not purchased pursuant to options to purchase described in Section 10.6.
10.3 Rights of Transferee. Unless and until admitted as a Member of the Company in
accordance with Section 10.4, the Transferee of a Membership Interest shall not be entitled to any of the
rights, powers, or privileges of a Member, except that the Transferee shall be entitled to receive the
distributions and allocations to which the Member would be entitled but for the Transfer of his
Membership Interests,
10.4 Admission of Transferees as Members. A Transferee of a Membership Interest may be
admitted as a Member of the Company upon furnishing to the Company all of the following:
(a) The written consent of all the Members;
(b) The written acceptance by the Transferee, in a form satisfactory to a Majority of the
Members and Managers, of all the terms and conditions of this Agreement and the written agreement of
the Transferee to be bound by this Agreement.
(c) Payment of such reasonable expenses as the Company may incur in connection with his
admission as a Member.
(d) An opinion of legal counsel, satisfactory in form and substance to a majority of the Members
and of the Managers, that neither the offering, the Transfer, nor the admission as a Member of the
Company violate any Federal or applicable state securities law and that neither the offering, the

Proposed Transfer, nor the admission as a Member of the Company will adversely affect the Company
being taxed as a partnership for Federal income tax purposes.
10.5 Admission of New. Members. New Members to the Company may only be admitted with
the consent of the majority of the Members, upon compliance with all terms specified by the Managers
and upon receipt by the Company of an opinion of counsel, satisfactory in form and substance to a
Majority of the Members and Managers, that neither the offering nor the proposed sale of the
Membership Interest will violate any Federal or applicable state securities law and that neither the
offering nor the proposed sale will adversely affect the Company being taxed as a partnership for Federal
income tax purposes.
10.6 Optional Purchase of Interest
Subsection A - Rights of First Refusal.
If any Transferee or Member proposes to transfer all or any portion of his Membership Interest
other than by pledge, hypothecation, chattel mortgage, or grant of a security interest, then the Company,
followed by all of the Members, shall have successive options to purchase such portion of the
Membership Interest of such Proposed Transferor.
In the event that a Transferee or a Member shall propose to transfer all or a part of a Membership
Interest, other than by pledge, hypothecation, chattel mortgage, or grant of a security interest, the
Proposed Transferor shall offer (and upon failure to offer shall be deemed to have offered) such part of
his Membership Interest first to the Company, and if the Company shall decline to purchase, then to the
other Members, at the Iesser of. (a) the price and terms upon which the Proposed Transferor has received
a bona fide Offer to Transfer, as defined herein, all or part of his Membership Interest, or (b) the Fair
Market Value of such Membership Interest, as defined herein, as of the date of the last day of the
calendar month prior to receipt of the bona fide Offer to Transfer of such Membership Interest. The Fair
Market Value of such Membership Interest shall be determined by unanimous agreement as provided in
this subsection of Section 10.6, or in the absence of unanimous agreement, then as provided in Section
10.7. The lesser of said (a) and (b) is herein called the Purchaser Price, provided that in the event the
proposed transfer is a gift or a public sale at auction, the Purchase Price shall be the Fair Market Value of
such Membership Interest determined as provided in Section 10.7, and further provided that in the event
the proposed transfer is an Involuntary Transfer, the Purchase Price shall be the Fair Market Value of
such Membership Interest determined as provided in Section 10.7, less a fifteen percent (15.0%)
discount. Interest shall be paid on the Purchase Price, from the date of notice from the Proposed
Transferor to the Company to the date of closing cry any exercise of such option(s), at the rate stated in
Section 8.1, compounded monthly.
The Proposed Transferor shall give written notice of the proposed transfer to the Company and to
each Member and Manager upon receipt of the bona fide Offer to Transfer. The Proposed Transferor and
the other Members shall attempt to reach unanimous written agreement regarding the Fair Market Value
of the Membership Interest which the Proposed Transferor proposes to Transfer, within fifteen (15) days
of the date on which such written notice of the proposed transfer is mailed. If the Proposed Transferor
and the Members reach unanimous written agreement regarding the Fair Market Value of the
Membership Interest which the Proposed Transferor proposes to Transfer within said fifteen (15) day
period, then the Company shall provide written notice to the Proposed Transferor, and to all Members
and Managers, specifying whether or not the Company is exercising its option to purchase such
Membership Interest pursuant to this Section, within thirty (30) days of the date on which such written
notice of the proposed Transfer is mailed by the Proposed Transferor. If unanimous written agreement of

the Proposed Transferor and the Members is not reached regarding the Fair Market Value within said
fifteen (15) days, the Proposed Transferor and the other Members shall have the right to request appraisal
as provided in Section 10.7, and the time within which the Company may exercise its option to purchase
such Membership Interest shall be extended through the date ten (10) days after the establishment of the
Fair Market Value by appraisal pursuant to Section 10.7.
In the event that the Company does not exercise its option or fails to give the written notice of
exercise within the time provided, then all of the Members, in proportion to their Membership Interests,
shall have the option to purchase such Membership Interest. The Member(s) electing to exercise the
option to purchase shall provide written notice to the Proposed Transferor, the Members, and the
Managers specifying whether or not they are exercising their option to purchase a full proportionate
share of such Membership Interest pursuant to this Section, within fifteen (15) days of the earlier of the
expiration of the Company's Option or receipt of written notice (after Fair Market Value is established)
that the Company does not exercise its option. If any Member fails to exercise his option to purchase
within the time provided, then those Members who exercised their option (the Purchasers) shall have the
option to purchase the unacquired portion of the Membership Interest of the Proposed Transferor in
proportion to the Membership Interests held by the Purchasers, under the same notice requirements. Such
Option of Purchasers to purchase the unacquired portion of the Membership Interest of the Proposed
Transferor shall repeat as necessary to result in the purchase of all of such Membership Interest.
Closing on purchases pursuant to options shall occur on the third Tuesday following the
expiration date of the last option.
In the event that options to purchase less than all of such Membership Interest shall be exercised
by Purchasers pursuant to said options, all exercises of options shall be void, and the Proposed
Transferor may transfer such Membership Interest to the Proposed Transferee on the terms of the Offer
to Transfer, provided that such Proposed Transferee shall hold such Membership Interest subject to the
provisions of this Operating Agreement, including this Article X.
Subsection B - Options to purchase upon Death or Dissolution of a Member.
This Subsection B of Section 10.6 shall not apply in the event that Subsection C of this Section
10.6 is applicable.
If any Transferee or Member shall die while holding a Membership Interest, or if any Transferee
or Member which is an entity other than a natural person shall dissolve while holding a Membership
Interest, then the Company, followed by all of the Members, shall have successive options to purchase
such portion of the Membership Interest of such Deceased or Dissolved Transferee or Member.
In the event that a Transferee or a Member shall die or dissolve while holding a Membership
Interest, the estate of the deceased Transferee or Member or the party responsible for winding up the
affairs of the dissolved Transferee or Member shall, by written notice of the offer to the Company and to
each Member and Manager within thirty (30) days of the date of death of the deceased Transferee or
Member or date of dissolution of the dissolved Transferee or Member, offer (and upon failure to offer
shall be deemed to have offered) all of the Membership Interest of the deceased or dissolved Transferee
or Member first to the Company, and if the Company shall decline to purchase, then to the other
Members, at the Fair Market Value of such Membership Interest. The Fair Market Value of such
Membership Interest shall be determined by unanimous agreement as provided in Subsection A of
Section 10.6, or in the absence of unanimous agreement, then as provided in Section 10.7, and shall be
the Purchase Price. Interest shall be paid on the Purchase Price, from the date of notice from the estate of

the deceased Transferee or Member or the date of notice from the party responsible for winding up the
affairs of the dissolved Transferee or Member to the Company, to the date of closing on any exercise of
such option(s), at the rate stated in Section 8.1 plus two percent (2%) per annum, compounded monthly.
- Procedure for exercise of options to purchase pursuant to this Subsection B of Section 10.6 shall
be the same as provided in Subsection A of Section 10.6.
Closing on purchases pursuant to options shall occur on the third Tuesday following the
expiration date of the last option.
In the event that options to purchase less than all of such Membership Interest offered by the
estate of the deceased Transferee or Member or the party responsible for winding up the affairs of the
dissolved Tranferee or Member shall be exercised by Purchasers pursuant to said options, all exercises of
options shall be void, and the estate of the deceased Transferee or Member or the party responsible for
the winding up of the affairs of the dissolved Tranferee or Member (and those persons entitled to
distribution upon completion of liquidation and dissolution of the dissolved Transferee or Member) may
hold the Membership Interest subject to the provisions of this Operating Agreement, including this
Article X.
Subsection C - Definitions
The following terms shall have the following definitions:
(a) "Offer to Transfer" shall mean any contract or agreement for the purchase and sale of a
Membership Interest, for cash or otherwise, or for exchange of Membership Interest for other property, or
other agreement for "Transfer", as defined herein, and shall include any threatened or scheduled
Involuntary Transfer and any proposed gift inter vivos, but shall exclude any devise, bequest or legacy by
Last Will and Testament, any transfer by inheritance, and any pledge, hypothecation, chattel mortgage, or
grant of a security interest under which the Membership Interest is collateral for any obligation. If the
Member is an entity not a natural person, then any change in the beneficial ownership of the Membership
Interest, including the sale, conveyance or disposition of a majority interest in the Member, whether by
sale of stock in a corporation, sale of partnership interest in a partner, sale of Membership Interest in a
limited liability company, or the like, whether or not of record and whether or not for consideration, shall
be deemed to be the Transfer of a Membership Interest, and an offer to make such a Transfer shall be
deemed an Offer to Transfer.
(b) "proposed Transferor" shall mean the party to a bona fide OrTer to Transfer who will cease to
hold all or part of a Membership Interest upon the conclusion of the transaction contemplated by the bona
fide Offer to Transfer, and shall also include the secured party, grantee, mortgagee, pledgee, or
hypothecatee of any security agreement, chattel mortgage, pledge, or hypothecation pursuant to which
the Membership Interest is the subject of foreclosure, sale pursuant to power of sale, forfeiture, or other
involuntary sale, and shall also include any judgment creditor, trustee in bankruptcy, receiver, or other
person who conducts a judicial sale, and the Estate of any deceased Transferee or Member.
(c) "Proposed Transferee" shall mean the party to a bona fide Offer to Transfer who will acquire
all or a part of a Membership Interest upon the conclusion of the transaction contemplated by the bona
fide Offer to Transfer, and shall also include a purchaser at a proposed private sale from the secured
party, grantee, mortgagee, pledgee, or hypothecatee of any security agreement, chattel mortgage, pledge,
or hypothecation pursuant to which the Membership Interest is the subject of foreclosure sale, sale
pursuant to power of sale, forfeiture, or other involuntary sale, and shall also include a purchaser at a

proposed private sale from any judgment creditor, trustee in bankruptcy, receiver, or other person who
conducts a judicial sale.
(d) "Transferee" shal I mean the party to a bona NO Offer to Transfer who acquires all or a part
of a Membership Interest, and shall also include a purchaser at a proposed private sale from the secured
party, grantee, mortgagee, pledgee, or hypothecatee of any security agreement, chattel mortgage, pledge,
or hypothecation pursuant to which the Membership Interest is the subject of foreclosure sale, sale .
pursuant to power of sale, Forfeiture, or other involuntary sale, and shall also include a purchaser at a
private sale from any judgment creditor, trustee in bankruptcy, receiver, or other person who conducts a
judicial sale, or any party acquiring or claiming a Membershlrp Interest by any other disposition of a
Membership Interest who has not been admitted as a Member of the Company.
(e) "Involuntary Transfer" shall mean any involuntary transfer and shall include any foreclosure,
sale pursuant to power of sale, forfeiture, or other involuntary sale by the secured party, grantee,
mortgagee, pledgee, or hypothecatee of any security agreement, chattel mortgage, pledge, or
hypothecation, and any sale conducted by any judgment creditor, trustee in bankruptcy, receiver, or other
person who conducts a judicial sale, and any distribution in dissolution, reorganization, or merger of any
partnership, limited partnership, joint venture, corporation, limited liability company, or other entity
which may hold a Membership Interest, whether as a Member or as a Transferee.
(f) "Applicable Valuation Date" shall mean the date of notice of a Proposed Transfer, or the date
of death of a Member, as the context may require.
10.7 Appraisal. If the Proposed Transferor (including the Estate of a deceased Transferee or
Member) and the other Members(s) cannot agree in writing to the Fair Market Value within fifteen (15)
days following the date of notice of the offer, then either the Proposed Transferor, the Company, or any
Member(s) may commence the appraisal process by designating an appraiser and sending notice of the
designation to the others. All appraisers shall be unrelated third parties qualified to determine the Fair
Market Value of the Membership Interest, which shall be appraised as the share of the Fair Market Value
of the Company as a going concern, without discount for minority interest, which is proportionate to the
Membership Interest of the Proposed Transferor. The appraiser named in such notice is herein called the
First Appraiser. The other parties shall have ten (10) days from receipt of notice of designation of the
First Appraiser to designate a Second Appraiser by sending to the party who commenced the appraisal
process notice of the designation of the Second Appraiser. If the notice designating the Second
Appraiser is not given within the ten (10) day period, the First Appraiser shall prepare an appraisal report
and submit it to the Purchaser(s) and to the Proposed Transferor within forty (40) days following the
expiration of the ter. (10) day period, and the hair Market Value shall be the amount set forth in the First
Appraiser's report.
If a Second Appraiser has been designated, both appraisers shall prepare their appraisal reports
and submit them to the Purchasers) and to the Proposed Transferor, and if the difference between the
amounts set forth in the two appraisals varies by ten percent (10.0%) or less of the amount of the higher
appraisal, the amounts set forth in the two appraisals shall be added to one another and the sum divided
by two, and the quotient (average) shal I be the Fair Market Value. If the two appraisals vary by more
than ten percent (10.0%), either the Proposed Transferor or any Purchaser may request a third appraisal.
If a third appraisal is requested, the two appraisers shall designate a Third Appraiser, who shall
prepare an appraisal report within forty (40) days of his designation as Third Appraiser. The average of
the two appraisals closest in amount of the three appraisals shall be the Fair Market Value. If no request
for a third appraisal is made, the average of the First Appraisal and the Second Appraisal shall be the Fair

Market Value.
The cost of all appraisals shall be borne equally by the Proposed Transferor and the Purchaser(s).
The half of such cost borne by the Purchasers shall be paid by them based upon their relative shares of
the Membership Interest being purchased. Notwithstanding the foregoing, however, in the event that any
party requests a third appraisal as provided above and the Fair Market Value as determined pursuant to
the appraisal process is less favorable to the party requesting the third appraisal than is the average of the
first two appraisals, then the entire cost of all appraisals shall be borne by the party requesting the third
appraisal.
ARTICLE XI -DISSOLUTION AND TERMINATION
11, I Withdrawal. Except as otherwise provided in this Agreemeni,_no Member shall qt any time
retire or withdraw from the Company or withdraw any amount out of his Capital Account. Any Member
retiring or withdrawing in contravention of this Section 1 l .l shall indemnify, defend and hold harmless
the Company and al other Members (other than a Member who is, at the time of such withdrawal, in
default under this agreement) from and against any losses, expenses, judgments, fines, settlements or
damages suffered or incurred by the Company or any such other Member arising out of or resulting from
such retirement or withdrawal.
11.2 Dissolution.
(a) The Company shall be dissolved upon the first of the following to occur:
(i) When the period fixed for the duration of the Company in the Articles of
Organization shall expire;
Gi) Upon the election to dissolve the Company by all of the Members;
(iii) Upon the happening of any event of withdrawal (as defined in the Act) with respect
to any Member, unless there is at least one remaining Member and the business of the Company is
continued by the written consent of the remaining Members holding a Majority in Interest within ninety
(90) days of the action by or affecting the withdrawing Member; or
(iv) The entry of a decree of judicial dissolution or the issuance of a certificate for
administrative dissolution under the Act.
(b) Upon dissolution of the Company, the business and affairs of the Company shall terminate
and be wound up, and the assets of the Company shall be liquidated under this Article XI.
(c) Dissolution of the Company shall be effective as of the day on which the event occurs giving
rise to the dissolution, but the Company shall not terminate until there has been a winding up of the
Company's business and affairs, and the assets of the Company have been distributed as provided in
Section 11.3.
(d) Upon dissolution of the Company, the Managers may cause any part or all of the assets of the
Company to be sold in such manner as the Managers shall determine in an effort to obtain the best prices
for such assets; provided, however, that the Managers may distribute assets of the Company in kind to
the Members to the extent practicable.

1 I.3 Articles of Dissolution. Upon the dissolution and commencement of the winding up of the
Company, the Managers shall cause Articles of Dissolution to be executed on behalf of the Company and
filed with the Secretary of State, and a Manager or authorized Member shall execute, acknowledge and
file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.
11.4 Distribution of Assets Upon Dissolution. In settling accounts after dissolution, the assets of
the Company shall be paid in the following order:
(a) First, to creditors, in the order of priority as provided by law, except those to Members on
account of their. Capital Contributions;
(b) Second, an amount equal to the then remaining credit balances in the Capital Accounts of the
Members shall be distributed to the Members in proportion to the amount of such balances; and
(c) Third, any remainder shall be distributed to the Members of the Company, pro rata, to their
respective Membership Interests.
11.5 Distributions in Kind. If any assets of the Company are distributed in kind, such assets
shall be distributed to the Members entitled thereto as tenants -in -common in the same proportions as the
Members would- have been entitled to cash distributions if such property has been sold for cash and the
net proceeds thereof distributed to -the Members. In the event that distributions in kind are made to the
Members upon dissolution and liquidation of the Company, the Capital Account balances of such
Members shall be adjusted to reflect the Members' allocable share of gain or loss which would have
resulted if the distributed property had been sold at its Fair Market Value.
ARTICLE XII- MISCELLANEOUS PROVISIONS
12.1 Competing Business. Except as otherwise expressly provided in this Agreement or the Act,
neither the Managers nor the Members, nor any of their shareholders, directors, officers, employees,
partners, agents, family Members or affiliates, shall be prohibited or restricted in any way from investing
in or conducting, either directly or indirectly, and may invest in and/or conduct, either directly or
indirectly, businesses of any nature whatsoever, including the ownership and operation of a business or
properties similar to or in the same geographical area as those held by the Company. Except as otherwise
provided in this agreement or the Act, any investment in or conduct of any such businesses by any such
person or entity shall not give rise to any claim for an accounting by any Member or the Company or any
right to clairn any interest therein or the profits therefrom.
12.2 Member Representations and Agreements. Notwithstanding anything contained in this
agreement to the contrary, each Member hereby represents and warrants to the company, the Managers
and to each other that: (a) the Membership Interest of such Member is acquired for investment purposes
only, for the Member's own account, and not with a view to or in connection with any distribution,
reoffer, resale or other disposition not in compliance with the Securities Act of 1933, as amended, and
the rules and regulations thereunder (the "1933 Act") and applicable state securities laws; (b) such
Member, alone or together with the Member's representatives, possesses such expertise, knowledge and
sophistication in financial and business matters generally, and in the type of transactions in which the
Company proposes to engage in particular, that the Member is capable of evaluating the merits and
economic risks of acquiring and holding the Membership Interest and the Member is able to bear all such
economic risks now and in the future; (c) such Member has had access to all of the information with
respect to the Membership Interest acquired by the Member under this agreement that the Member deems
necessary to make a complete evaluation thereof and has had the opportunity to question the other

Members and the Managers (if any) concerning such Membership Interest; (d) such Member's decision to
acquire the Membership Interest for investment has been based solely upon the evaluation made by the
Member; (e) such Member is aware that the Member must bear the economic risk of an investment in the
Company for an indefinite period of time because Membership Interests have not been registered under
the 1933 Act or under the securities iaws of various states and, therefore, cannot be resold unless such
Membership Interests are subsequently registered under the 1933 Act and any applicable state securities
laws or an exemption from registration is available (f) such Member is aware that only the Company can
take action to register Membership Interests and the Company is under no such obligation and does not
propose to attempt to do so;(g) such Member is aware that this Agreement provides restrictions on the
ability of a Member to sell, transfer, assign, mortgage, hypothecate or otherwise encumber the Member's to
Membership Interest; (h) such Member agrees that the Member will truthfully and completely answer all
questions, and make and perform all covenants, that the Company or the Managers may,
contemporaneously or hereafter, ask or demand for the purpose of establishing compliance with the 1993
Act and applicable state securities laws; and (i) if the Member is an organization, that it is duly
organized, validly existing, and in good standing under the laws of its state of organization and that it has
full organizational power and authority to execute and agree to this agreement and to perform its
obligations hereunder.
12.3 Notice.
(a) All notices, demands or requests provided for or permitted to be given pursuant to this
Agreement must be in writing.
(b) All notices, demands and requests to be sent to any Manager or Member pursuant to this
Agreement shall be deemed to have been properly given or served if addressed to such person at the
address as it appears on the Company records and (i) personally delivered, (ii) deposited for next day
delivery by Federal Express, or other similar overnight courier services, (iii) deposited in the United
States mail, prepaid and registered or certified with return receipt requested or (iv) transmitted via
telecopier or other similar devise to the attention of such person with receipt acknowledged.
(c) All notices, demands and requests so given shall be deemed received; (I) when actually
received, if personally delivered, deposited for next day delivery with an overnight courier or teleeonied_
or (ii) as indicated upon the return receipt if deposited in the United States mail.
(d) The Managers and Members shall have the right from time to time, and at any time during
the term of this agreement, to change their respective addresses by delivering to the other parties written
notice of such change it the manner prescribed in Section 12.3(b).
(e) All distributions to any Member shall be made at the address at which notices are sent unless
otherwise specified in writing by any such Member.
12.4 No Action. No Member shall have any right to maintain any action for partition with
respect to the property of the Company.
12.5 Amendments. This Agreement as well as the Articles of Organization may only be
amended or modified by a writing executed and delivered by each of the Members.
12.6 Governing Law; Arbitration. This Agreement is made in New Hanover County, North
Carolina, and the rights and obligations of the Members hereunder shall be interpreted, construed and
enforced in accordance with the laws of the State of North Carolina. Any dispute arising out of or in

connection with this agreement or the breach thereof shall be decided by arbitration to be conducted in
Wilmington, North Carolina in accordance with the then prevailing commercial arbitration rules of the
American Arbitration Association, and judgment thereof may be entered in any court having jurisdiction
thereof.
12.7 Entire Agreement. This Agreement, including all schedules to this Agreement, as amended
from time to time in accordance with the terms of this Agreement, contains the entire agreement among
the parties relative to the subject matters hereof, and all prior negotiations, agreements or understandings,
whether oral or written, are merged herein and superseded hereby.
12.8 Waiver. No consent or waiver, express or implied, by any Member to or for any breach or
default by any other Member in the performance by such other Member of his or its obligations under
this Agreement shall be deemed or construed to be a consent or waiver to any other breach or default in
the performance by such other Member of the same or of any other obligations of such other Member
under this agreement. Failure on the part of any Member to complain of any act or failure to act of any
of the other Members or to declare any of the other Members in default, regardless of how long such
failure continues, shall not constitute a waiver by such Member of his or its rights hereunder.
12.9 Severability. If any provision of this Agreemen;�-dr the application thereof to any person or
circumstance shall be invalid or unenforceable to any extent, the remainder of this agreement and the
application of such provisions to other persons or circumstances shall not be affected thereby, and the
intent of this Agreement shall be enforced to the greatest extent permitted by law.
12.10 Binding Agreement. Subject to the restriction on transferability set forth in this
Agreement, this Agreement shall inure to the benefit of and be binding upon the undersigned Members
and their respective legal representatives, successors and assigns.
12.11 Tense and Gender. Unless.the context clearly indicates otherwise, the singular shall
include the plural and vice versa. When the masculine, feminine or neuter gender is used
inappropriately in this Agreement, this agreement shall be read as if the appropriate gender were used.
12.12 Captions. Captions are included solely for convenience of reference and if there is any
conflict between captions and the text of this Agreement, the text shall control.
12.13 Benefits of Agreement. Nothing in this Agreement expressed or implied, is intended or
shall be construed to give to any creditor of the Company or any creditor of any Member or any other
person or enti*�,� whatsoever, other than the Members and the Company, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any covenant, condition or provisions herein
contained, and such provisions are and shal I be held to be for the sole and exclusive benefit of the
Members and the Company.
12.14 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original for all purposes and all of which when taken together shall constitute a single
counterpart instrument. Executed signature pages to any counterpart instrument may be detached and
affixed to a single counterpart, which single counterpart with multiple executed signature pages affixed
thereto constitutes the original counterpart instrument. All of these counterpart pages shall be read as
though one and they shall have the same force and effect as if all of the parties had executed a single
signature page.

IN WITNESS WHEREOF, the undersigned, being the initial Managers and all of the Members
of the Company, have caused this Agreement to be duly adopted by the Company effective as of the
day of ,2008, and do he'ebyl cntragt nd agree among themselves and with
the Company to be bound by and to perform all of the e s an ovisions set forth in this Agreement,
Ho a �+P�lrli�n,-III, Member
Mark L. Maynard, m er•:%
SD We;

SCHEDULE I
For
SD West, LLC
April 4`h, 2008
Names and Initial Capital Membership
Address of Members Contributions Interest
Howard A. Penton, II1 $5,000.00 50 %
6105 Oleander Drive, Suite 201
Wilmington, North Carolina 28403
Mark L. Maynard $5,000.00 50 %
1510-A S. Third Street
Wilmington, North Carolina 28401
TOTALS $10,1000.00 100 %
Amendment Number 0 (original), effective date of original Operating Agreement.

Re: request for additional information: Stonnwater Project No. 0804...
Subject: Re: request for additional information: Stormwater Project No. 080414 Shoreline at
Westgate
From: Christine Nelson <[e-mail]>
Date: Mon, 28 Apr 2008 08:18:46 -0400
To: Bob Mitchell <[e-mail]>
If its pervious surfaces only, than that is fine. The goal is to capture all impervious surfaces.
Bob Mitchell wrote:
One more question about Shoreline at Westgate...
There area areas at the far south end (near the wet detention pond) that is considered
recreational areas. There will not be any built -upon items in these areas, all pervious.
Can these areas sheet flow to the pond and/or property line?
:..
Original Message -----
iraft.Christine Nelson
To: E-G 'Mitchell
Cc: Shave-, . Flovd Adams
Sent: Friday, April 25, 2008 9:31 AM
Subject: Re: request for additional information: Stormwater Project No. 080414 Shoreline at Westgate
Bob,
My responses are below in Aue.
Bob Mitchell wrote:
Christine,
Please help clarify some statcmerts on i=1ae. letter (dated 4/24) you sent
us...
Item 1. We understood that the sediment area lbatw. elev. 51-61) was to
be
included in the total volume. Were we mistaken?
Unfortunately, you were mistaken. Figure 10-2b shows that the permanent pool is
considered to only be the volume above the sediment storage.
1 of 3 4/28/2008 9:32 AM

Re: request for additional information: Stormwater Project No. 0804...
Subject: Re: request for additional information: Stormwater Project No. 080414 Shoreline at
Westgate
From: Christine Nelson <[e-mail]>
Date: Fri, 25 Apr 2008 09:31:37 -0400
To: Bob Mitchell <[e-mail]>
CC: Sharon <[e-mail]>, Floyd Adams <[e-mail]>
Bob,
My responses are below in blue.
Bob Mitchell wrote:
Christine,
Please help clarify some statements on the letter (dated 4/24) you sent
us...
Item 1. We understood that the sediment area (betw. elev. 5'-61) was to be
included in the total volume. Were we mistaken?
Unfortunately, you were mistaken. Figure 10-2b shows that the permanent pool is considered to
only be the volume above the sediment storage.
Item 3. Does the statement of 11... the required storage volume has not been
provided.,, come from the fact we have included the sediment storage in the
permanent pool volume?
No, the problem is that I tried to re-create the volume of the temporary pool based on the
elevations and surface areas of the permanent pool and temporary pool from the supplement,
but I came up with a lower volume than what was required. Without the surface areas on the
table in the plans, I couldn't look further into why my calculated storage volume was coming up
low.
The volume attributed with the sediment storage would only affect the permanent pool - the
volume, average depth, SA/DA ratio & such.
Item 6. & 7. There is a difference in the property boundary and the amount
of area that is 'actually' being treated by the pond. The high point at the
Main Entrance is 90' from the property line. The area in the front of the
project drains toward the existing street is approximately 12,000 sq.ft.
What is the allowance for this? All other areas drain to the wet pond.
You must treat that BUA - only a small portion of the driveway (such as the apron within the
right-of-way) can get away with out being treated.
Please help us with these questions. I
Bob
1 of 2 4/25/2008 9:31 AM

Re: recfuest for additional information: Stormwater Project No. 0804...
----- Original Message -----
From: "Christine Nelson" <[e-mail]>
To: <[e-mail]>; <[e-mail]>; "Bob Mitchell"
<[e-mail]>
Cc: "Janet Russell" <Janet. Russell @ncmail. net>
Sent: Thursday, April 24, 2008 8:49 AM
Subject: request for additional information: Stormwater Project No. 080414
Shoreline at Westgate
Gentlemen,
I have attached a pdf version of my request for additional information
for Stormwater Project SW8 080414 - Shoreline at Westgate. I will also
send copies via mail.
Thank you,
Christine
Express Stormwater Permitting
NC-DENR
4/25/2008 9:3 i AM

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
Apri124, 2008
Howard Fenton, III, Member Manager
Sound Development, LLC
6105 Oleander Dr., Suite 201
Wilmington, NC 28403
Subject: Request for Additional Information
Stormwater Project No. SW8 080414
Shoreline at Westgate
Brunswick County
Dear Mr. Penton:
The Wilmington Regional Office received an NPDES Phase II Post Construction Permit
Application for Shoreline at Westgate on April 16, 2008. A preliminary review of that
information has determined that the following information is needed to continue the stormwater
review:
1. It appears that the permanent pool volume, average depth, and associated
calculations include the 1-foot sediment accumulation depth. The depth of the
permanent pool is considered to be difference between the permanent pool
elevation and the top elevation of the sediment storage and does not include the
minimum 1-foot sediment accumulation depth (refer to Figure 10-2b and Section
10.3.4 of the 2007 BMP manual). Please revise the calculations and supplement
to consider just the permanent pool in the pond calculations.
2. Please use the simple method to determine the required storage volume (refer to
Section 3.3.1 of the 2007 BMP Manual).
3. In addition to the elevations and volumes presented in the Wet Detention Pond
Volume table on plan sheet UTL-1, include the surface areas of the pond at the
various elevations in order to help to verify that the required storage volume has
been provided. Based on the elevations and areas that are presented in the wet
pond supplement, the required storage volume has not been provided.
4. What was the elevation of the ground surface at the location of the soil boring
used to determine the SHWT?
5. Provide contour lines/spot elevations for the proposed gravel road, including the
portion in the future right of way. Since the gravel road is being constructed for
access to this project, treat as much of the drainage from this road as possible.
6. Demonstrate how road entrance for the property will drain to the pond. From the
spot elevations provided, it appears that the entrance up to the pool area will be
draining toward the street, away from the collection system.
7. If the drainage area for the pond is different from the property boundary,
delineate the drainage area of the pond.
None Carolina
'Tatumily
North Carolina Division of Water Quality 127 Cardinal Drive Extension Wilmington, NC 28405 Phone [phone] Customer Service
Wilmington Regional Office Internet: www ncwaterauality ore Fax [phone]
An Equal Opportunity/Affirmative Action Employer— 50% Recycled110% Post Consumer Paper

Howard Penton, III
April 24, 2008
Stormwater Application No. SW8 080414
8. How will the roof drainage from the houses bordering the property be
directed to the pond?
9. Please provide a detail for the proposed retaining wall.
10. Please submit a $1,000 fee for the additional review required for this
application.
The following comment was not considered in the assignment of the Additional
Information Fee, as it is to correct/ clarify a discussion held in the submittal/scoping
meeting regarding the use of filter strips with the wet pond designed to meet the 85%
TSS removal rate.
11. In addition to the level spreader and 30 foot filter strip for the discharge
from the orifice, a 30 foot filter strip, designed for non -erosive flow during
the 10 year storm, is also required for the high flow outlet. Please provide
a 30 foot filter strip for the 36" outlet pipe and calculations demonstrating
that non -erosive flow will be achieved during the 10-year flow storm.
Please keep in mind that changing one number may change other numbers and require
the calculations, supplements, and other supporting documentation to be updated.
Verify all numbers are correct to ensure consistency in the application documents.
Please note that this request for additional information is in response to a preliminary
review. The requested information should be received in this Office prior to May 2,
2008, or the application will be returned as incomplete. The return of a project will
necessitate resubmittal of all required items, including the application fee.
The construction of any impervious surfaces, other than a construction entrance under
an approved Sedimentation Erosion Control Plan, is a violation of NCGS 143-215.1 and
is subject to enforcement action pursuant to NCGS 143-215.6A.
Please reference the State assigned project number on all correspondence. If you have
any questions concerning this matter please feel free to call me at [phone] or
email me at [e-mail].
Sincerely,
Christine Nelson
Environmental Engineer
ENB/can: S:1WQSISTORMWATERIADDINFO120081080414.apr08
CC: M. Floyd Adams, The Adams Company, Inc.
Christine Nelson
Wilmington Regional Office
Page 2 of 2

requesi for additional information: Stormwater Project No. 080414 ...
Subject: request for additional information: Stormwater Project No. 080414 Shoreline at Westgate
From: Christine Nelson <[e-mail]>
Date: Thu, 24 Apr 2008 08:49:54 -0400
To: [e-mail], [e-mail], Bob Mitchell
<[e-mail]>
CC: Janet Russell <[e-mail]>
Gentlemen,
I have attached a pdf version of my request for additional information for
Stormwater Project SW8 080414 Shoreline at Westgate. I will also send copies via
mail.
Thank you,
Christine
Express Stormwater Permitting
NC-DENR
SW8080414 -Shoreline at Westgate.pd Content -Type: application/pdf
Content -Encoding: base64
1 of 1 4/24/2008 8:50 AM

i
ECS CAROLINAS, LLP
Geotechnical • Construction Materials • Environmental • Facilities March 27, 2008
Mr. Howard Penton
Penton Development
6105 Oleander Drive, Suite 101
Wilmington, North Carolina 28403
Re: Seasonal High Water Level Estimation
Shoreline at Westgate
Leland, North Carolina
ECS Project No. 22.13896
Dear Mr. Penton, ,
ECS Carolinas;' LLP (ECS) recently conducted an estimation of the Seasonal High Water Level (SHWL)
for the proposed wet pond area at the proposed Shoreline at Westgate development in Leland, North
Carolina. This letter, with attachments, is the report of our estimation.
Field Testing
On March 21, 2008, 2007 ECS met with Mr. Howard Penton with Penton Development on site where the
requested test was located. ECS then conducted an exploration of the subsurface soil and ground water
conditions at one requested location shown on the attached Site Diagram that was provided by Penton
Development. The purpose of -this exploration was to obtain subsurface information of the suitability of
the in -place soils for the proposed wet pond areas. We explored the subsurface soil and ground water
conditions by advancing one- hand auger boring into the existing ground surface at the requested boring
location. We visually classified.the subsurface soils and obtained representative samples of each soil type
encountered. We also recorded the ground water level observed at the time of the hand auger boring.
The attached SHWL sheet. provides a surnrnary of the subsurface conditions encountered at the hand
auger boring location.
The ground water level and the seasonal high ground water level (SHWL) were estimated at each boring
location below the existing grade- elevation. Below is a summary of each boring location.
Location .
Water Level.
SHWL
1
65 inches
50 inches
The SHWL may vary within the proposed site due to changes in subsurface conditions and elevation.
If you have any questions regarding this report, please contact us at [phone].
Respectfully,
ECS .CAROLINAS,.L-LP
Y vim/"
K. Brooks Wall
Staff Geologist
WalidM. Sobh,,P. E.
Principal Engineer
7211 Ogden Business Park • Suite 20.1 •Wilrriington, NC 28411 • [phone] • Fax [phone] •www.ec
:Asheville, NC •. Charlotte, NC-.GReensboro, NC..Greenvilie; SC •.Raleigh, NC • Swansboro, NC Wilmington, NC
* testing services:only

IS
L54
28
L41 l40 L39 t11
ORION
STORMWATER -
MANAGEMENT POND
89,950 CUBIC IFEF1
"FORE BAY
I
7RA"---
_Ar,'NIF OCEA NGA-1 Et
(9 BORING LOCATION
Shoreline at Westgate
Leland, North Carolina
Boring location provided by Penton Development
ECS Project No. 22-13896
March 21, 2008
1KBW

Season High Water Level Estimation
Shoreline at Westgate
Leland, North Carolina
ECS Project No. 22.13896
March 21, 2008
Location DDth Soil Description
1 0-12" Tan fine SAND
12"-36" Orange sandy CLAY
36"-65" Tan/orange fine SAND w/little clay
Seasonal High Water Table was estimated to be at 50 inches below the existing
grade elevation.
Ground water was encountered at 65 inches below the existing grade elevation.

v
U.S. -ARMY CORPS OF ENGINEERS
WILMINGTON DISTRICT
Action Id. 2006� 9 �''
Coup Brunswick U.S.G.S. Quad: Winnabow
NOTIFICATION OF JURISDICTIONAL DETERMINATION
�
Property Owner/Agent: Q�seangate, L•LC /J, `L a'.�
Address: Attn: Mr. Nathan Sanders D
PO Box 3167 /`(�Jj
Wilmington, NC 28406
Telephone No.: 910-791-1196
Property description:
408.66 Nearest Town Leland
Size (acres) Nearest Waterway Jackevs Creek River Basin Cape Fear
USGS RUC 03030005 Coordinates N 34.2095 W 78.0137
Location description The Proiect area is comprised of three parcels located southeast of US Highway 17, south of
Ploof Road in wetlands adiacent to Jackevs Creek, in Leland North Carolina.
Indicate Which of the Following Apply:
A. Preliminary Determination
_ Based on preliminary information, there may be wetlands on the above described property. We strongly suggest you have
this property inspected to determine the extent of Department of the Army (DA) jurisdiction. To be considered final, a
jurisdictional determination must be verified by the Corps. This preliminary determination is not an appealable action
under the Regulatory Program Administrative Appeal Process ( Reference 33 CPR Part 331).
B. Approved Determination
_ There are Navigable Waters of the United States within the above described property subject to the permit requirements of
Section 10 of the Rivers and Harbors Act and Section 404 of the Clean Water Act. Unless there is a change in the law or
our published regulations, this determination may be relied upon for a period not to exceed five years from the date of this
notification.
X_ There are wetlands on the above described property subject to the permit requirements of Section 404 of the Clean Water
Act (CWA)(33 USC § 1344). Unless there is a change in the law or our published regulations, this determination may be
relied upon for a period not to exceed five years from the date of this notification.
_ We strongly suggest you have the wetlands on your property delineated. Due to the size of your property and/or our
present workload, the Corps may not be able to accomplish this wetland delineation in a timely manner. For a more timely
delineation, you may wish to obtain a consultant. To be considered final, any -delineation must be verified by the Corps.
_ The wetland on your property have been delineated and the delineation has been verified by the Corps. We strongly
suggest you have this delineation surveyed. Upon completion, this survey should be reviewed and verified by the Corps.
Once verified, this survey will provide an accurate depiction of all areas subject to CWA jurisdiction on your property
which, provided there is no change in the law or our published regulations, may be relied upon for a period not to exceed
five years.
X The wetlands have been delineated and surveyed and are accurately depicted on the plat signed by the Corps
Regulatory Official identified below on 3/16/2006. Unless there is a change in the law or our published regulations, this
determination may be relied upon for a period not to exceed five years from the date of this notification.
_ There are no waters of the U.S., to include wetlands, present on the above described property which are subject to the
permit requirements of Section 404 of the Clean Water Act (33 USC 1344). Unless there is a change in the law or our
published regulations, this determination may be relied upon for a period not to exceed five years from the date of this
notification.
X The property is located in one of the 20 Coastal Counties subject to regulation under the Coastal Area Management Act
(CAMA). You should contact the Division of Coastal Management in Wilmington, NC, at [phone] to determine
their requirements.
Page 1 of 2

Action ID: c?0 U 4 06 % G 5
Placement of dredged or fill material within waters of the US and/or wetlands without a Department of the Army permit may
constitute a violation of Section 301 of the Clean Water Act (33 USC § 1311). If you have any questions regarding this
determination and/or the Corps regulatory program, please contact Jennifer Frye at 910-2514923.
C. Basis For Determin
This site exhibits wetland -criteria as aescrinen in the 15ptsi uorps wettana iietmeatlon Manual and is adjacent to
Jar -keys Creek, a iributary to the Cape Fear River, a na,igable Water of the US. This determination is based on
information submitted by SEG Inc. and a site visit by Jennifer Frye on 3/212006.
D. Remarks
E. Appeals Information (This information applies only to approved jurisdictional determinations as indicated in
B. above)
This correspondence constitutes an approved jurisdictional determination for the above described site. If you object to this
determination, you may request an administrative appeal under Corps regulations at 33 CFR part 331. Enclosed you will find a
Notification of Appeal Process (NAP) fact sheet and request for appeal (RFA) form. If you request to appeal this
determination you must submit a completed RFA form to the --South Atlantic Division, Division Office at the Following
address:
Mr. Michael F. Bell, Administrative Appeal Review Officer
CESAD-ET-CO-R
U.S. Army Corps of Engineers, South Atlantic Division
60 Forsyth Street, Room 9M15
Atlanta, Georgia 30303-8801 -
In order for an RFA to be accepted by the Corps, the Corps must determine that it is complete, that it meets the criteria for
appeal under 33 CFR part 331.5, and that it has been received by the Division Office within 60 days of the date of the NAP.
Should you decide to submit an RFA form, it must be received at the above address by 5/16/2006.
**It is not necessary to submit an RFA form to the Division Office if you do not object to the determination in this
correspondence.**
Corps Regulatory Official:
Date 03/16/2006
Expiration Date 03/16/2011
Copy finished:
: SEG,=bt: "= 115 College Road Suite E, Wilmington, NC 28412
Noelle Lutheran, DENR-DWQ WiRO, 127 Cardinal Drive Ext., Wilmington, NC 28405
Page 2 of 2

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Tl%
REC ELP HANOVER DESIGN'SERVICES, P.A.
APR 1 6 2008 RECEIVED 7 1 6 2008 LAND SURWM4 Ef4Q&LWS; LAND PLANNERS
319 WALNUT STREET
WMINGTON. N.C. -28401
PHONE [phone]
J*
SHEET 5
r13
<- 429
L-34
0 'ERVICES, P.A.
Z LAND PLANNERS

NC DENR - DIVISON OF WATER QUALITY
.0311 CAPE FEAR RIVER BASIN
2B .0300
Class
Name of Stream Description Class Date Index No.
Mineral Springs Branch
From source
to
Burnt Mill
C;Sw
08/01/85
18-74-63-2-1
Creek
Alligator Creek
From source
to
Cape Fear
SC;Sw
04/01/59
18-75
River
Greenfield Creek
From Greenfield Lake to
SC;Sw
04/01/59
18-76
Cape Fear River
Greenfield Lake
Entire Lake
C;Sw
04/01/59
18-76-1
Silver Stream Branch
From source
to
Greenfield
C;Sw
04/01/59
18-76-1-1
Lake, Greenfield Creek
Clay Bottom Branch
From source
to
Greenfield
C;Sw
04/01/59
18-76-1-2
Lake, Greenfield Creek
Jumping Run Branch
From source
to
Greenfield
C;Sw
04/01/59
18-76-1-3
Lake, Greenfield Creek
Squash Branch
From source
to
Greenfield
C;Sw
04/01/59
18-76-1-4
Lake, Greenfield Creek
Brunswick River
From source
to
Cape Fear
SC
08/09/81
18-77
River
Sturgeon Creek
From source
to
Burnswick
C;Sw
04/01/59
18-77-1
River
Mill Creek
From source
to
Sturgeon
C;Sw
04/01/59
18-77-1-1
Creek
Rowell Branch
From source
to
Mill Creek
C;Sw
04/01/59
18-77-1-1-1
Banton Branch
From source
to
Mill Creek
C;Sw
04/01/59
18-77-1-1-2
Redmond Creek
From source
to
Brunswick
SC;Sw
04/01/59
18-77-2
River
Jackeys Creek
From source
to
Brunswick
C;Sw
04/01/59
18-77-3
River
Piney Branch
From source
to
Jackeys Creek
C;Sw
04/01/59
18-77-3-1
Mallory Creek
From source
to
Cape Fear
C;Sw
04/01/59
18-78
River
Little Mallory Creek
From source
to
Mallory Creek
C;Sw
04/01/59
18-78-1
(Beaverdam Branch)
Barnards Creek
From source
to
Cape Fear
C;Sw
04/01/59
18-80
River
Town Creek (Rattlesnake
From source
to
Cape Fear
C;Sw
09/01/74
18-81
Branch)
River
Turkey Branch
From source
to
Town Creek
C;Sw
04/01/59
18-81-1
Lewis Swamp
From source
to
Town Creek
C;Sw
09/01/74
18-81-2
Tompkins Branch (Tomolin
From source
to
Lewis Swamp
C;Sw
09/01/74
18-81-2-1
Branch)
Lewis Branch
From source
to
Lewis Swamp
C;Sw
09/01/74
18-81-2-2
Beaverdam Swamp
From source
to
Town Creek
C;Sw
09/01/74
18-81-3
Rock Creek
From source
to
Town Creek
C;Sw
04/01/59
18-81-4
Russells Creek
From source
to
Town Creek
C;Sw
09/01/74
18-81-5
Rice Creek
From source
to
Town Creek
C;Sw
09/01/74
18-81-6
Mill Creek
From source
to
Rice Creek
C;Sw
09/01/74
18-81-6-1
W

State Stormwater Permit A lication Tracking Cover Sheet
Wilminzton Regional Office
Project Name:
SHORELINE AT WESTGATE
Project Category:
NEW
Project Type:
HD - DETENTION POND
App Accept Date:
4116/2008
Application Fee Amt.
$ kl. o o O ` L)
Fee Check Number:
10 COT
Reviewer Name:
NELSON, CHRISTINE
Record the following information from BIMS after proiect has been entered!
Permit Number (BIMS):
Please update the SW Access System by entering the Permit Number for the proiectf
Date Entered in Access: , 11_ o 0
Entered in Access By:
Date Printed: 41161200812: 29:31 PM

North Carolina Department of Environment and
A`MA Natural Resources
---�— Request for Express Permit Review
NCDENR
For DENR Use ONLY
Reviewer: C+1
Submit �—
Time: 9 30
Confirm 3 - in _-
FILL-IN all the information beiow and CHECK the Permit(s) you are requesting for express review. FAX or Email the completed form to Express
Coordinator alrriy with a completed DETAILED narrative, she pian (PDF tile) and vicinity map (same items expected in the application Package
of the project location. Include this form in the application package.
• Asheville Region Alison Davidson 828-296-4698;alison.davidsonC�ncmailnet
• Fayetteville or Raleigh Region -David Lee 919-791-4203; david./seamcmail.net 'A
• Mooresville & -Patrick Grogan 704-663-3772 or Patrick grogan0mcmail.net
• Washington Region -Lyn Hardison 252-946-9215 or lyn.hardisonft cmall net
• Wilmington Region -Janet Russell 910-350-2004 orjanet.russellOncma)l net
NOTE: Project application received after 12 noon will be stamped in the following work day.
Project Name: SHORELINE AT WESTGATE County: BRUNSWICK
Applicant: HOWARD PENTON Company: SOUND DEVELOPMENT
Address: 6105 OLEANDER DR City: WILMINGTON, State: NC Zip: 28403 r.
Phone:[phone] Fax:[phone] Email: Jennifer(capentondeveloament.com E C E I V.
Project is Drains into C: S'd'J wafters Project Located in CAPE FEAR River Basin
Engineer/Consultant: M. Floyd Adams Company: The Adams Company, Inc BAR i 12008�`
Address: 708 ABNER PHILLIPS RD. City: WARSAW, State: NC Zip: 28398
Phone: [phone] Fax::[phone] Email: mfadams0intrstar.net DWQ
PROD #
(Check all that apply)
❑ Scoping Meeting ONLY ❑ DWQ, ❑ DCM, ❑ DLR, ❑ OTHER:
❑ Stream Origin Determination: # of stream calls — Please attach TOPO map marking the areas in questions
® State Stormwater ® General ❑ SFR, ❑Bkhd & Bt Rmp, ❑ Clear & Grub, ❑ Utility
❑ Low Density ❑ Low Density -Curb & Gutter _ # Curb Outlet Swales ElOff-site[SW (Provide permit #)]
® High Density -Detention Pond 1 # Treatment Systems ❑ High Density -Infiltration _ #Treatment Systems
❑ High Density -Bio-Retention _ # Treatment Systems ❑ High Density —Constructive Wetlands _ # Treatment Systems
El High Density -Other _ # Treatment Systems ❑ MODIFICATION SW (Provide permit #)
❑ Coastal Management ❑ Excavation & Fill ❑ Bridges & Culverts ❑ Structures Information
❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
❑ Land Quality ❑ Erosion and Sedimentation Control Plan with 19 acres to be disturbed.(CK #— (for DENR use))
WETLANDS QUESTIONS MUST BE ADDRESSED BELOW
❑ Wetlands (401): Check all that apply
Wetlands on Site ❑ Yes ® No
Wetlands Delineation has been completed: ❑ Yes ❑ No
US ACOE Approval of Delineation completed: ❑ Yes ❑ No
404 Application in Process w/ US ACOE: ❑ Yes ❑ No
Permit Received from US ACOE ❑ Yes ❑ No
Isolated wetland on Property ❑ Yes ® No
Buffer Impacts: ❑ No ❑ YES: acre(s)
Minor Variance : ❑ No ❑ YES
Major General Variance ❑ No ❑ YES
401 Application required: ❑Yes ❑ No If YES, ❑ Regular
Perennial, Blue line stream, etc on site ❑ yes ❑ No
Fee Split for multiple permits: (Check # 1 For DEAR use only
Tnfal Faa Amnunf
SUBMITTAL DATES
Fee
SUBMITTAL DATES
Fee
CAMA
$
Variance Ma'; Lj Min
$
SIN ❑ HD, ❑ LID, ❑ Gen
$
1
401:
$
LQS
$
Stream Deter,_
$
Gofleti 4D Cw d� 3,1-4-06

m
0
0
F
m
m
K
m
M
0
m
z
n
C)
n
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0
m
0
F
m
REVISIONS
SHORELINE at WESTGATE N%OYD J&DAMM. 3P.M. DESCR�� I DATE Iar
p -n m Tract 8, Westgate, Leland, NC
rn .. BTRUCTION AND DEVELOPMENT
>
rp
708 Abner !111111ps Rd.
Wen ow, North Csrofine 28398
OVERALL ME PLAN Phone [phone] Fax [phone]

SHORELINE at WESTGATE
Residential Town Homes
Leland, Brunswick County
NARRATIVE
A. Generallnformation
1. Project Title: Shoreline at Westgate
2. Location: Westgate Drive, Leland, NC
3. 18.7 Acres — Total Project Area
4. 18.7 Acres — Disturbed Area
5. There are no Wetlands within this project
6. Current owner — Oceangate, LLC, P.O. Box 3167, Wilmington, NC 28406
7. Deed Book/Page —1920 / 1236; Parcel Number 0470002423, Brunswick County
8. The land is currently wooded with no built -upon areas
9. Stormwater will be managed using drain inlets, concrete piping and a wet detention pond.
The main pipeline and wet detention pond will be installed during Phase 1. The remaining
pipelines will be installed when the areas are developed.
10. Water will be supplied through existing lines owned by North Brunswick Utility.
Wastewater treatment will also be handled by North Brunswick Utility.
11. No historic Sites are a part of this project.
12. There are no non-compliance issues with NCDENR.
B. Stormwater Information
1. Located in the Cape Fear River Basin — C;SW classification
2. Project will be High Density with Residential Homes
3. Proposed 53% impervious
4. There will be 1 Wet Detention pond with a Forebay.
5. Approximately 99% of all built upon area will be collected and directed to the wet
detention pond.
6. There will be a 30' buffer at the outlet of the detention pond.
7. No coastal management concerns applicable.
8. There will not be any off -site runoff going into the wet detention pond. The property is
surrounded on the upper two sides by curb/gutter streets and on the other side a ditch is
proposed along the property line.
9. There will not be any road construction across another property to access this property.
The existing road is in the process of becoming a NCDOT public road. There will be a
small area of fill on the adjacent property (2,20.0 sq.ft.) to maintain 3:1 slope requirements.
10. No on -site soil evaluation has been done.
C. Erosion Control Information
1. The project will be developed in 3 stages. See plans for details.
2. The temporary sediment trap will be in the same location as the stormwater pond.
3. During Phases I & II the retaining walls will not be built and the natural flow of sediment
will be handled by the basin/pond.
D E C E 1 11 E D
MAR 12 2008
DWO

Express Stvrmwater
Subject: Express Stormwater
From: "Earthlink" <[e-mail]>
Date: Wed, 12 Mar 2008 17:09:47 -0500
To: "Janet Russell' <[e-mail]>
Janet,
I would like to set up an Express Stormwater submittal meeting for the project:
Shoreline at Westgate.
Attached please find:
- Request for Express Review Form
- Site Plan (PDF) with vicinity map
- Narrative
Please advise of a date or if any more information is needed.
Bob Mitchell
The Adams Company, Inc.
708 Abner Phillips Rd.
Warsaw, NC 28398
mitchells82(cD-earthlink. net
910-293-2770 - office
910-293-2766 - fax
910-296-3349 - cell
SWNarrative.doc Content -Type: application/msword
Content -Encoding: base64
Content -Type: application/nisword
REQUEST FOR EXPRESS form.doc Content -Encoding: base64
WestgateSitel.pd df Content -Type: application/p
Content-Encoding: base64
1 of 1 3/13/2008 8:43 AM

about:blank
Shoreline At Westgate
March 18, 2008
The Express Stormwater Submittal Meeting has been scheduled with Christine Nelson on April 1,
2008 at 9:30 AM here in the Wilmington Regional office. Mr. Penton or his assistant are required to
attend the meeting.
Please review the submittal requirements which are attached. All the current stormwater application
forms are on the BMP web site and the link is included on the attachment. Please be sure that you
have documentation of the seasonal high water table elevation in the area where the proposed
detention pond will be located. You may want to review the pond cross-section example on the BMP
web site which includes the seasonal high water table location.
Please respond within 2 business days to confirm and reserve the submittal meeting date.
Thanks,
Janet Russell
Express Permitting
M. Floyd Adams wrote:
Can't make tomorrow or Thursday. How about one day next week?
Floyd
----- Original Message From: "Janet Russell" <[e-mail]>
To: <[e-mail]>
Sent: Monday, March 17, 2008 4:39 PM
Subject: [Fwd: Shoreline At Westgate]
of 1 3/18/2008 2:58 PILL

Shoreline At Westgate
Subject: Shoreline At Westgate
From: "Bob Mitchell" <[e-mail]>
Date: Wed, 19 Mar 2008 08:32:26 -0500
To: "Janet Russell" <[e-mail]>
CC: "Floyd Adams" <[e-mail]>
Janet,
Please schedule us with Ms. Nelson on April 1st at 9:30am.
Mr. Adams, Mr. Penton and myself will be there.
Thanks,
Bob Mitchell
The Adams Company, Inc.
708 Abner Phillips Rd.
Warsaw, NC 28398
[e-mail]
910-293-2770 - office
910-293-2766 - fax
910-296-3349 - cell
*Shoreline At Westgate*
March 18, 2006
The Express Stormwater Submittal Meeting has been scheduled with*
Christine Nelson on April 1, 2008 at 9:30 A*M here in the Wilmington
Regional office. Mr. Penton or his assistant are required to attend
the
meeting.
Please review the submittal requirements which are attached, All the
current stormwater application forms are on the BMP web site and the
link is included on the attachment. Please be sure that you have
documentation of the seasonal high water table elevation in the area
where the proposed detention pond will be located. You may want to
review the pond cross-section example on the BMP web site which
includes
i j the seasonal high water table location.
Please respond within 2 business days to confirm and reserve the
submittal meeting date.
Thanks,
Janet Russell
Express Permitting
M. Floyd Adams wrote:
Can't make tomorrow or Thursday. How about one day next week?
Floyd
----- Original Message -----
From: "Janet Russell" <Janet.Russell @ncmail.net>
1 of 2 3/19/2008 9:53 AM

about:blank
April 4, 2008
Shoreline @ Westgate
This is written to confirm that we have maintained your stormwater submittal meeting date with
Christine Nelson on April 16th as you requested. However, we need to change the meeting time to
11:00 instead of 10:00. Hope this is O.K.
Thanks,
Janet Russell
Express Coordinator
1 of 1 4/4/2008 4:15 PM

Re: Stormwater - Shoreline at Westgate
Subject: Re: Stormwater - Shoreline at Westgate
From: Christine Nelson <[e-mail]>
Date: Fri, 04 Apr 2008 12:00:56 -0400
To: Bob Mitchell <[e-mail]>
CC: Janet Russell <[e-mail]>
Bob,
In this instance a bypass channel is not needed. You are effectively creating a bypass by using a
second pipe and energy dissipater. I agree that the supplement can be misleading.
Christine
Bob Mitchell wrote:
Christine,
The level spreader / filter strip worksheet requests information about a "Bypass Channel
Design".
The spreadsheet is inconsistent as to when a bypass channel is necessary.
The note states "no bypass needed if using the drawdown rate of the BMP for the level
spreader" (see cell A58), however the formula at D60 requires a bypass channel if you
answer N to the 10 yr storm basis (1357).
We intend to use the basis of the Drawdown from the BMP to design the level spreader.
Q1 - Is there a need for a "Bypass Channel" or not?
We realize that there is a need for the flow above the first 1.5" up to the 10-yr storm to
be handled outside of the level spreader. We have designed this flow to exit from a
second pipe out to a rip rap dissipator with fabric liner.
Q2 - If Yes to Q1; is our design (as stated in Q1) acceptable as the "Bypass Channel"?
Look forward to hearing from you...
Bob Mitchell
The Adams Company, Inc.
708 Abner Phillips Rd.
Warsaw, NC 28398
mitchells82(cD-earth link. net
910-293-2770 - office
910-293-2766 - fax
910-296-3349 - cell
1 of 1 4/4/2008 4:17 PM

Re: Shoreline @ Westgate
Subject: Re: Shoreline @ Westgate
From: "Bob Mitchell" <[e-mail]>
Date: Fri, 4 Apr 2008 17:51:26 -0500
To: "Janet Russell" <[e-mail]>
Janet,
If Christine has an openinc, befcre 4/16 we will take it!
Bob
----- Original Message -----
From: "Janet Russell" <[e-mail]>
To: "Bob Mitchell" <[e-mail]>; "M. Floyd Adams"
<[e-mail]>; "Christine Nelson" <[e-mail]>
Sent: Friday, April 04, 2008 3:16 PM
Subject: Shoreline @ Westgate
April 4, 2008
*Shoreline @ Westgate*
This is written to confirm that we have maintained your stormwater
submittal meeting date with *Christine Nielson on April 16th* as you
requested. However, we need to change the meeting time to *11:00*
instead of 10:00. Hope this is O.K.
Thanks,
Janet Russell
Express Coordinator
1 of 1 4/7/2008 9:20 AM