SW8011216_CURRENT PERMIT_20020321

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW�lIO��GI
DOC TYPE
CURRENT PERMIT
APPROVED PLANS
❑ HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
YYYYMMDD

-
Michael F. Easley, Governor
t OF W A �FR
Pat QG William G. Ross, Jr., Secretary
co North Carolina Department of Environment and Natural Resources
r_
� ` i Gregory J. Thorpe, Ph. D., Acting Director
5 Division of Water Quality
Wilmington Regional Office
March 21, 2002
Mr. Harold Layne, Manager
Top Properties, LLC
PO Box 216
Carolina Beach, NC 28428
Subject: Permit No. SW8 011216
Lot 29A Landmark Industrial Park
High Density Stormwater Project
New Hanover County
Dear Mr. Layne:
The Wilmington Regional Office received a complete Stormwater Management Permit Application for Lot 29A
Landmark Industrial Park on February 25, 2002. Staff review of the plans and specifications has determined that
the project, as proposed, will comply with the Stormwater Regulations set forth in Title 15A NCAC 2H.1000. We
are forwarding Permit No. SW8 011216 dated March 21, 2002, forthe construction of Lot 29A Landmark Industrial
Park.
This permit shall be effective from the date of issuance until March 21, 2012, and shall be subject to the conditions
and limitations as specified therein. Please pay special attention to the Operation and Maintenance requirements
in this permit. Failure to establish an adequate system for operation and maintenance of the stormwater management
system will result in future compliance problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the right to request an
adjudicatory hearing upon written'request within thirty (30) days following receipt of this permit. This request must
be in the form of a written petition, conforming to Chapter 150B of the North Carolina General Statutes, and filed
with the Office of Administrative Hearings, P.O. Drawer 27447, Raleigh, NC 27611-7447. Unless such demands
are made this permit shall be final and binding.
If you have any questions, or need additional information concerning this matter, please contact Linda Lewis, or
me at [phone].
- Sincerely,
Rick Shiver
Water Quality Regional Supervisor
RSS/arl: S:1WQSISTORMWATIPERMIT1011216.MAR
cc: Phil Tripp, P.E.
Tony Roberts, New Hanover County Inspections
Beth E. Wetherill, New Hanover County Engineering
City of Wilmington Development Services
Linda Lewis
Wilmington Regional Office
Central Files
_ N DEER
N.C. Division of Water Quality 127 Cardinal Drive Extension Wilmington, N.C. 28405 [phone] Fax [phone] Customer Service
800-623-7748

s
State Stormwater Management Systems
Permit No. SW 011216
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT ANI}:NATURAL RESOURCES
DIVISION OF WATER QUALITY
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY DEVELOPMENT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as amended, and
other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Top Properties, LLC
Lot 29A Landmark Industrial Park
New Hanover County
FOR THE
construction, operation and maintenance of wet detention pond in compliance with the provisions of 15A NCAC
2H .1000 (hereafter referred to as the. "stormwater rules') and the approved stormwater management plans and
specifications and other supporting data as attached and on file with and approved by the Division of Water Quality
and considered a part of this permit.
This permit shall be effective from the date of issuance until March 21, 2012, and shah be subject to the following
specified conditions and Iimitations:
I. DESIGN STANDARDS
This permit is effective only with respect to the nature and volume of stormwater described in the
application and other supporting data.
This stormwater system has been approved for the management of stormwater runoff as described on page
3 of this permit, the Project Data Sheet. The stormwater control has been designed to handle the runoff from
46,185 square feet of impervious area.
Approved plans and specifications for this project are incorporated by reference and are enforceable parts
of the permit.
4. The tract will be limited to the amount of built -upon. area indicated on page 3 of this permit, and per
approved plans.
All stormwater collection and treatment systems must be located on the project.
6. The runoff from all built -upon area within the permitted drainage area of this project must be directed into
the permitted stormwater control system. A permit modification must be submitted and approved prior to
the construction of additional built -upon area from outside of the approved drainage area.
2

State Stormwater Management Systems
Permit No. SW8 011216
DIVISION OF WATER QUALITY
PROJECT DESIGN DATA SHEET
Project Name:
Lot 29A Landmark Industrial Park
Permit Number:
SW8 011216
Location:
New Hanover County
Applicant:
Mr. Harold Layne, Manager
Mailing Address.
Top Properties, LLC
PO Box 216
Carolina Beach, NC 28428
Application Date:
February 25, 2002
River Basin / Receiving Stream / Index 4:
Cape Fear / UT Cape Fear River 1 18-71
Classification of Water Body:
"SC"
Pond Depth, feet:
5.5
Permanent Pool Elevation, FMSL:
27.
Drainage Area, acres:
1.59
Total Impervious Surfaces, ft2..
46,185
Offshe Area entering Pond, ft2:
None, per engineer
Required Surface Area, ft2:
2,979
Provided Surface Area, ft2:
3,303
Required Storage Volume, ft3:
4,233
Provided Storage Volume, ft3:
4,352
Temporary Storage Elevation, FMSL:
28.1
Controlling Orifice:
I "cp pipe

State Stormwater Management Systems
Permit No. SW8 011216
II. SCHEDULE OF COMPLIANCE
-r The stormwater management system shall be constructed in it's entirety, vegetated and operational for its
intended use prior to the construction of any built -upon surface.
2. During construction, erosion shall be kept to a minimum and any eroded areas of the system wiI] be repaired
immediately.
The permittee shall at all times provide the operation and maintenance necessary to assure the permitted
stormwater system functions at optimum efficiency. The approved Operation and Maintenance Plan must
be followed in its entirety and maintenance must occur at the scheduled intervals including, but not limited
to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes and vegetated filter.
d. Immediate repair of eroded areas.
e. Maintenance of side slopes in accordance with approved plans and specifications.
f Debris removal and unclogging of outlet structure, orifice device, flow spreader, catch basins and
piping.
a g. 'Access to the outlet structure must be available at all times.
4. Records of maintenance activities must be kept and made available upon request to authorized personnel
of DWQ. The records will indicate the date, activity, name of person performing the work and what actions
were taken.
5. Decorative spray fountains will not be allowed in the stormwater treatment system.
6. The facilities shall be constructed as shown on the approved plans. This permit shall become voidable unless
the facilities are constructed in accordance with the conditions of this permit, the approved plans and
specifications, and other supporting data.
7. Upon completion of construction, prior to issuance of a Certificate of Occupancy, and prior to operation of
this permitted facility, a certification must be received from an appropriate designer for the system installed
certifying that the permitted facility has been installed in accordance with this permit, the approved plans
and specifications, and other supporting documentation. Any deviations from the approved plans and
specifications must be noted on the Certification. A modification may be required for those deviations.
8. If the stormwater system was used as an Erosion Control device, it must be restored to design condition prior
to operation as a stormwater treatment device, and prior to occupancy of the facility.
9. The permittee shall submit to the Director and shall have received approval for revised plans, specifications,
and calculations prior to construction; for any modification to the approved plans, including, but not limited
to, those listed below:
a. Any revision to any item shown on'the approved plans, including the stormwater management
measures, built -upon area, details, etc.
b. Project name change.
C. Transfer of ownership.
d. Redesign or addition to the approved amount of built -upon area or to the drainage area.
e. Further subdivision, acquisition, or sale of the project area. The project area is defined as all property
owned by the permittee, for which Sedimentation and Erosion Control Plan approval was sought.
f Filling in, altering, or piping of any vegetative conveyance shown on the approved plan.
10. The pennittee shall submit final site layout and grading plans for any permitted future areas shown on the
approved plans, prior to construction. If the proposed BUA exceeds the amount permitted under this permit,
a modification to the permit must be submitted and approved prior to construction.
4

State Stormwater Management Systems
Permit No. SW8 011216
l l . A copy of the approved plans and specifications shall be maintained on file by the Permittee for a minimum
of ten years from the date of the completion of construction.
12. The permittee shall notify the Division of any name, ownership or mailing address changes within 30 days.
13. Prior to the sale or lease of any portion of the property, the permittee shall notify DWQ and provide the
name, mailing address and phone number of the purchaser or leasee. An access/maintenance easement to
the stormwater facilities shall be granted in favor of the permittee if access to the stormwater facilities will
be restricted by the sale or lease of any portion of the property.
14. The permittee is responsible for verifying that the proposed built -upon area does not exceed the allowable
built -upon area.
15. ' The Director may notify the permittee when the permitted site does not meet one or more of the minimum
requirements of the permit. Within the time frame specified in the notice, the permittee shall submit a written
time schedule to the Director for modifying the site to meet minimum requirements. The permittee shall
provide copies of revised plans and certification in writing to the Director that the changes have been made.
III. GENERAL CONDITIONS
1. This permit is not transferable. In the event there is a desire for the facilities to change ownership, or there
is a name change of the Permittee, a formal permit request must be submitted to the Division of Water
Quality accompanied by an application fee, documentation from the parties involved, and other supporting
materials as may be appropriate. The approval of this request will be considered on its merits and may or
may not be approved. Responsibility for compliance with all permit conditions remains with the Permittee
until such time as the Division approves the formal permit request.
2. Failure to abide by, the conditions and Iimitations contained in this permit may subject the Permittee to
enforcement action by the.Division of Water Quality, in accordance with North Carolina General Statute
143-215.6A to 143-215.6C.
3. The issuance of this permit does not preclude the Permittee from complying with any and all statutes, rules,
regulations, or ordinances which may be imposed by other government agencies (local, state, and federal)
which have jurisdiction.
4. In the event that the facilities fail .to perform satisfactorily, including the creation of nuisance conditions,
the Permittee shall take immediate corrective action, including those as may be required by this Division,
such as the construction of additional or replacement stormwater management systems.
5. The permittee grants DENR Staff permission to enter the property during normal business hours for the
purpose of inspecting all components of the permitted stormwater management facility.
6. The permit may be modified, revoked and reissued or terminated for cause. The filing of a request for a
permit modification, revocation and reissuance or termination does not stay any permit condition.
Unless specified elsewhere, permanent seeding requirements for the stormwater control must follow the
guidelines established in the North Carolina Erosion and Sediment Control PIanning and Design Manual.
Permit issued this the 2151 day of March, 2002.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
Gregory J. Thorpe, Ph.D., :Acting. Director
Division of Water Quality
By Authority of the Environmental Management Commission
5

t
State Stormwater Management Systems
Permit No. SW8 011216
Lot 29A Landmark industrial Park
Stormwater Permit No. SW8 011216 f_
New Hanover County
Designer's Certification
1, , as a duly registered in
the State of North Carolina, having been authorized to observe (periodically/weekly/full time) the construction of
the project,
(Proj ect)
for (Project Owner) hereby state that, to the best of my abilities, due care
and diligence was used in the observation of the project construction such that the construction was observed to be
built within substantial compliance and intent of the approved plans and specifications.
The checklist of items on page 2 of this form is included in the Certification.
Noted deviations from approved plans and specification:
SEAL
Signature
Registration Number
Date

State Stormwater Management Systems
Permit No. S W 8 011216
Certification Requirements:
1. The drainage area to the system contains approximately the permitted acreage.
2. The drainage area to the system contains no more than the permitted amount of built -upon area.
3. All the built-upon'area associated with the project is graded such that the runoff drains to the system.
4. The outlet/bypass structure elevations are per the approved plan.
5. The outlet structure is located per the approved plans.
6. Trash rack' is provided on the outlet/bypass structure.
7. All slopes are grassed with permanent vegetation.
8. Vegetated slopes are no steeper than 3:1.
9. The inlets are located per the approved plans and do not cause short-circuiting of the system.
10. The permitted amounts of surface area and/or volume have been provided.
11. Required drawdown devices are correctly sized per the approved plans.
12. All required design depths are provided.
13. All required parts of the system are provided, such as a vegetated shelf, and a forebay.
14. The overall dimensions of the system, as shown on the approved plans, are provided.
cc: . NCDENR-DWQ Regional Office
Tony Roberts, New Hanover County Building Inspections
7

w551-1
Date Received
Fee Paid
Permit Number
y _0
so,
o//al("
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STORMWATER MANAGEMENT PERMIT APPLICATION FORM
This foray may he photocopied for use as an original
GENERAL INFORMATION
Applicants name (specify, the name of the corporation, individual, etc. who owns the project):
Top Pro erties , U-G
2. Print Owner/Signing Official's name and title (person legally responsible for facility and compliance);
Mr. Harold La ne,•Piftner 2n2 e, -
3. Mailing Address for person listed in item 2 above:
City: Carolina Beach State: NC Zip: 28428
Telephone Number: 910-262-0460
4, Project Name (subdivision, facility, or establishment name — should be consistent with project name on
plans, specifications, letters, operation and maintenance agreements, etc.):
Lot 29A Landmark Industrial Park
5. Location of Project (street address):
423 Landmark Drive
City: Wilmin on County: New Hanover
6. Directions to project (from nearest major intersection):
From the intersection of US Hwy 421 and Raleigh_ Street, travel approximately'/4 mile_west Oil Raleigh St.
Turn south on Landmark Drive, project is the first site on the left
7. Latitude : N 340 12' 00" Longitude: W 770 56 ' 00"' of project
9, Contact person who can answer questions about the project:
Name: Phillip Tripp Telephone Number: 9.10-763-5100
li. PERMIT INFORMATION:
1. Specify whether project is (check one): X New Renewal Modification
Form SWU-101 Version 3.99 Page I of

2. If this application is being submitted as the result of a renewal or modification to an existing permit, list
The existing permit number and its issue date (if known)
3. Specify the type of project (check one):
Low Density 2L_ High Density Redevelop _ General Permit Other
4, Additional Project Requirements (check applicable blanks):
CAMA Major X Sedimentation/Erosion Control 404//401 Permit NPDES Stormwater
Information on required state permits can be obtained by contacting the Customer Service Center at
1-877-623-6748.
ill. PROJECT INFORMATION
1, In the space provided below, summarize how stormwater will be treated. Also attach a detailed narrative
(one to two pages) describing storinwater management for the project.
stormwater detention and
2. Storinwater runoff from this project drains to the - Cape Fear River basin.
3. Total Project Area: 1.59 acres
5. How many drainage basins does the project have'? I
4. Project Built Upon Area-, 66.7
6, Complete the following information for each drainage area. If there arc more than two drainage areas in the
project attach an additional sheet with the information for each area provided in the same format as below.
mw
Receiving Stream Name
Unnamed trib to Cape Fear River
Receiving Stream Class
5C�
Drainage Basin Area
69,260 sf
Existing Impervious * Area
Proposed Impervious * Area
46,185 sf
% impervious* Area (total)
66.7%
U 'A ..... ..
.. ......
I
.. .. . ..
. .... n
On -site Buildings
15,190 sf
On -site Streets
On -site Parking
26,958 sf
On -site Sidewalks
4,047 sf
Other oil -site
Off -site
Total:
E=46,185
1=
* Impervious area is defined as the built upon area including, but not limited to, buildings, roads, parking
areas sidewalks, gravel areas, etc.
Form SWU-101 Version 3.99 Page 2 of 4

7. How was the off -site impervious area listed above derived'?
IV. DEED RESTRICTIONS AND PROTECTIVE COVENANTS
The following italicized deed restrictions and protective covenants are required to be recorded for all
subdivisions, outparcels and future development prior to the sale of any lot. If lot sizes vary significantly, a
table listing each lot number, size and the allowable built -upon area for each lot must be provided as an
attachment.
1. The following covenants are intended to ensure ongoing compliance with state stormwater management permit
number S W b1 / Z / (o as issued by the Division of Water Quality. These covenants may
not he changed or deleted without the consent of the .S'tate.
2. No more than square feet of any lot shall be covered by structures of impervious materials,
Impervious materials include asphalt, gravel, concrete, brick, stone, slate or similar material but do not include wood
decking or the water.s7mrface ofswimming pools.
3. Swahm shall not be filled in, piped or altered except as necessary to provide driveway crossings.
4. Built -upon area in excess of the permitted amount requires a .state stormwater management permit modocation prior
to construction.
J. All permitted runoffftom outparcels or future development shall be directed into the permitted stormwater control
system. These connections to the stormwater control system shall be performed in a manner that maintains the
integrity andperformance of the system as permitted
By your signature below, you certify that the recorded deed restrictions and protective covenants for this project
shall include all the applicable items required above, that the covenants will be binding on all parties and
persons claiming under them, that they will run with the land, that the required covenants cannot be changed or
deleted without concurrence from the State, and that they Nvill be recorded prior to the sale of any lot.
V. SUPPLEMENT FORMS
The applicable state stormwater management permit supplement form(s) listed below must be submitted for
each BMP specified for this project. Contact the Stormwater and General Permits Unit at [phone] for
the status and availability of these forms.
Form SWU-102
Form SWU-103
Form SWU-104
Form SWU-105
Form SWU-106
Form SWU-107
Form SWU-108
Form SWU-109
Wet Detention Basin Supplement
Infiltration Basin Supplement
Low Density Supplement
Curb Outlet System Supplement
Off -Site System Supplement
Underground Infiltration Trench Supplement
Neuse River Basin Supplement
Innovative Best Management Practice Supplement
Form SWU-10t Version 3.99 Page 3 of

VI. SUBMITTAL REQUIREMENTS
Only complete application packages will be accepted and reviewed by the Division of Water Quality (DWQ).
A complete package includes all of the items listed below. The complete application package should be
submitted to the appropriate DWQ Regional Office.
1. Please indicate that you have provided the following required information by initialing in the space
provided next to each item.
Applicant's Initials
• Original and one copy of the Stormwater Management Permit Application Form
• One copy of the applicable Supplement Form(s) for each BMP iLL
• Permit application processing fee of $420 (payable to NCDENR) Cl�C
• Detailed narrative description of stormwater treatment/management
• Two copies of plans and specifications, including: �l ,
- Development/Project name
- Engineer and Finn
- Legend
- North arrow
- Scale
- IZevision number and date
- Mean high water line
- Dimensioned property/project boundary
- Location map with named streets or NCSR numbers
- Original contours, proposed contours, spot elevations, finished floor elevations
- Details of roads, drainage features, collection systems, and stormwater control measures
- Wetlands delineated, or a note on plans that none exist
- Existing drainage (including off -site), drainage casements, pipe sizes, runoff' calculations
- Drainage areas delineated
- Vegetated buffers (where required)
VI1. AGENT AUTHORIZATION
If you wish to designate authority to another individual or firm so that they may provide information on your
behalf. please complete this section.
Designated agent (individual or firm): Tri En ineerin P.C.
Mailing Address: 419 Chestnut Street
City: Wilmington State: NC Zip: 28401
Phonc: 1910�763-5100 Fax: _ [phone]
Vlll. APPLICANT'S CERTIFICATION
[,(print or type name of person listed in General Information, item 2) d Lane
certify that the information included on this permit application form is, to the best of my knowledge, correct and
that the project will be constructed in conformance with the approved plans, that the required deed restrictions
and protective covenants will be recorded, and that the proposed project complies with the requirements of 15A
NCAC 2H .1000
Signatur Date: G
Form SWU-101 Version 3.99 Page 4 of 4

i

Permit No. SWO611IIA-0
(to be provided by DWQ)
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STORMWATER MANAGEMENT PERMIT APPLICATION FORM
WET DETENTION BASIN SUPPLEMENT
This form may be photocopied for use as an original
DWQ Stormwater Management Plan Review:
A complete stormwater management plan submittal includes a wet detention basin supplement for each basin,
design calculations, plans and specifications showing all basin and outlet structure details, and a signed and
notarized operation and maintenance agreement.
I. PROJECT INFORMATION (please complete the following information):
Project Name: Lot 29A Landmark Industrial Park
Contact Person: ,Charles D. Cazier Phone Number: (910 )763 S 100
For projects with multiple basins, specify which basin this worksheet applies to: _ 1
elevations
Basin Bottom Elevation 21.5 ft. (floor of the basin)
Permanent Pool Elevation 27.0 ft. (elevation of the orifice)
Temporary Pool Elevation 2$.1 ft. (elevation of the discharge structure overflow)
areas
Permanent Pool Surface Area- 3,303 sq.ft. (water surface area at the orifice elevation)
Drainage Area 1.59 ac. (on -site and off site drainage to the basin)
Impervious Area _1.06 ac. (on -.site and off -site drainage to the basin)
volumes
Permanent Pool Volume 99 1 1 11 1 _ cu.ft. (combined vohime of main basin and forehay)
Temporary Pool Volume 4 352 cu.ft. (vohrme detained above the permanent pool)
Forebay Volume 1�757 _ cu.ft. (approximately 20% of total voheme)
Other parameters
SA/DA' 4.32 (surface area to drainage area ratio from DWQ tahle)
Diameter of Orifice 1.0 in. (2 to S day temporary pool draw -down required)
Design Rainfall 1.0 in.
Design TSS Removal2 90 % (minimum 85% required)
Form SWU-1U2 Rev 3.99 Ngc I of 4

Footnotes:
1, When using the Division SAIDA tables, the correct SAIDA ratio for permanent pool sizing should be computed based upon the
actual i mpervious'% and permanent pool depth. Linear interpolation should be employed to determine the correct value for non-
standard table entries.
2. In the 20 coastal counties, the requirement for a vegetative filter may be waived if the wet detention basin is designed to provide
90°/, TSS removal. The NCDENR BMP manual provides design tables for both 85% TSS removal and 90% TSS removal.
H. REQUIRED ITEMS CHECKLIST
The following checklist outlines design requirements per the Stormwater Best Management Practices Manual
(N.C. Department of Environment, Health and Natural Resources, February 1999) and Administrative Code
Section: 15 A NCAC 2H .1008.
Initial in the space provided to indicate the following design requirements have been met and supporting
documentation is attached. If the applicant has designated an agent in the Stormwater Management Permit
Application Form, the agent may initial below. If a requirement has not been met, attach justification.
Applicants Initials
a. The permanent pool depth is between 3 and 6 feet (required minimum of 3 feet).
CPG b. The forebay volume is approximately equal to 20% of the total basin volume.
to(' c. The temporary pool controls runoff from the design storm event.
Cr: � d. The temporary pool draws down in 2 to 5 days.
60C e. If required, a 30-foot vegetative filter is provided at the outlet (include non -erosive flow
calculations).
f The basin length to width ratio is greater than 3:1.
g. The basin side slopes above the permanent pool are no steeper than 3:1.
12 _, h. A submerged and vegetated perimeter shelf with a slope of 6:1 or less (show detail).
CfX_ i. Vegetative cover above the permanent pool elevation is specified.
CA j. A trash rack or similar device is provided for both the overflow and orifice.
k. A recorded drainage easement is provided for each basin including access to nearest right-
of-way.
CG1L I. If the basin is used for sediment and erosion control during construction, clean out of the
C�x
basin is specified to be performed prior to use as a wet detention basin
m. A mechanism is specified which will drain the basin for maintenance or an emergency.
III. WET DETENTION BASIN OPERATION AND MAINTENANCE AGREEMENT
The wet detention basin system is defined as the wet detention basin, pretreatment including forebays and the
vegetated filter if one is provided.
This system (check one) ❑ does X does not incorporate a vegetated filter at the outlet.
This system (check one) ❑ does X does not incorporate pretreatment other than a forebay.
Form SWU-102 Rev 3.99 Page 2 of 4

Maintenance activities shall be performed as follows:
After every significant runoff producing rainfall event and at least monthly:
a. Inspect the wet detention system for sediment accumulation, erosion, trash accumulation,
vegetated cover, and general condition.
b. Check and clear the orifice of any obstructions such that drawdown of the temporary pool occurs
within 2 to 5 days as designed.
2. Repair eroded areas immediately, re -seed as necessary to maintain good vegetative cover, mow vegetative
cover to maintain a maximum height of six inches, and remove trash as needed.
3. Inspect and repair the collection system (Le. catch basins, piping, swales, riprap, etc.) quarterly to
maintain proper functioning.
4. Remove accumulated sediment from the wet detention basin system semi-annually or when depth is
reduced to 75% of the original design depth (see diagram below). Removed sediment shall be disposed
of in an appropriate manner and shall not be handled in a manner that will adversely impact water quality
(i.e. stockpiling near a wet detention basin or stream, etc.).
The measuring device used to determine the sediment elevation shall be such that it will give an accurate
depth reading and not readily penetrate into accumulated sediments.
When the permanent pool depth reads 4.125 feet in the main pond, the sediment shall be removed.
When the permanent pool depth reads _2.25_-__- feet in the forebay, the sediment shall be removed.
BASIN DIAGRAM
ill in the blanks)
Permanent. Pool Elevation 27.0
SedimentVinovIE.
124,75 75 /o
________Sediment Removal Elevation 22.875 75A
Bottotion 24.0 �%----------------------------------------------- ----
Bottom Elevation 21.5
ROREBAY MAIN POND
5. Remove cattails and other indigenous wetland plants when they cover 50% of the basin surface. These
plants shall be encouraged to grow along the vegetated shelf and forebay berm.
6. If the basin must be drained for an emergency or to perform maintenance, the flushing of sediment
through the emergency drain shall be minimized to the maximum extent possible.
Form SWU-102 Rev 3.99 Page 3 of 4

7. All components of the wet detention basin system shall be maintained in good working order.
1 acknowledge and agree by my signature below that 1 am responsible for the performance of the seven
maintenance procedures listed above. 1 agree to notify DWQ of any problems with the system or prior to any
changes to the system or responsible party.
!Tint name: Harold .Layne
Title: Partner
Address: P.O. Box 216, Carolina Beach, NC 28428
Phor
Sign
Date
Note: The legally responsible party should not be a homeowners association unless more than 50°/, of the lots have been sold and
a resident of the subdivision has been named the president.
a Notary Public for ,the State of _North Carolina ,
County of New Hanover , do hereby certify that Harold _ . Layne
personally appeared before me this 14'v" day of _December 22001� and acknowledge the due
execution of the forgoing wet detention basin maintenance requirements. Witness my hand and official seal,
•NoTARy•. �_
AUBLIG
��r�rrr � 1111111 y►,t���
SEAL
My commission expires 10 -- 1 S --C)G�
Form SWU-102 Rev 3.99 Page 4 of 4

WE
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_ 1.1 •-•• _ - � J 1 vY _

_i,
TE'01103
Staie;'Stormwa_ ter Management'Systems
Permit No.;SWB 0112.16
'Lot 20A'Landmark Industrial Park
Stormwater Project No. SW-8 011'216
.New Hanover County
''Engineer's Certification
1, _Phillip G:'Trip- _ as.a•duly. registered Professional' Engineer tithe
State of•'North Carolina; having'been authorized to observe, (period icallyl�#u11
t*4) the construction,of the project,
Lot 29A Lah&nbrk,Industrial.'Park
(Project)
for Harold Layne, Top Pioperties,.LLC (Project OWrier) hereby -state that, to the
best of my abilities, due care -and diligence was used in the. observation of the.project
construction such that the bonstruction' was observed' to be built within substantial
compliance and intent of. the approved.plans,and'specifications.
The checklist of items on page 2'of ihis-form is includedJh'tha Certification..
Noted deviations from approved plans and specifications:
Signature
Registration .Number ' 17374
Date ' i • l [?j
8EAL.
CA1��`
. ` =p:.aF�Ss1ai;• /"✓ sue..
SEAL
17374'-
'.' ' FN �4 ; •'�
as � GEIVE
FEB 0 2 20%
AYs-

State "Stormwa_ ter Management Systems:
Permit'Nb. SW8 011216
Certification Requirenierits: Page2of2
y1, .The drainage area to.the systerrm:contains.approximately tf d permitted
acreage..
7. The:drainage area to the systeMconiainsino more than' -the -permitted
amount of built-upon,area:
,t�3-, All.the built-uponar'ea associated with the,p" oject is'-graded'such that the
runoff drains to"the system. '
ZI_4. The outlet/bypass structure elevations are:per,the•approved.plan.
5. The outlet structure is located per the approved, plans..
6. Trash "rack- is provided on the outlet/bypass structure.
_&7. All slopes are grassed'with permanent Vegetation.
8. Vegetated'slopes- are no steeper than ,3:1.
9, The inlets are iocaied per the:approvedplans and do not-cause.short=
dieduiting of'the system.
10. The permitted.amounts,of.'surface area and/&Volume• have, been
provided.
11: Required drawdown devices,are'correctly sized per -the -approved plans.
12. All required. design depth§ -are provided.
13. All required parts of the,system are provided; such -as a°vegetated shelf,
sand a.forebay.
1.4. The oimensions'of'the system, as!shown.on tfie approved plans; are
provided:

m.fA-z
NC®ENR
North Carolina Department of Environment and Natural Resources
Division of Energy, Mineral, and Land Resources
Tracy E. Davis, PE, CPM Pat McCrory, Governor
Director John E. Skvarla, III, Secretary
March 20, 2014
Mr. Howard Russell Jr., Member Manager
DBR Property Group, LLC
321 Raleigh Street, Suite 101
Wilmington, NC 28412
Subject: Stormwater Permit No. SW8 011216
Name I Ownership Change
Lot 29A Landmark Industrial Park
High Density Subdivision or Commercial Project
New Hanover County
Dear Mr. Russell:
Effective August 1, 2013 the State Stormwater program has been transferred from the Division of Water Quality
(DWQ) to the Division of Energy, Mineral and Land Resources (DEMLR). All previous references to DWQ will remain
in older stormwater permits issued prior to August 1, 2013 until they are modified. Please note that any updated
pages or addendums to the permit will now reference DEMLR as the Division responsible for issuance of the permit.
On March 10, 2014, the Division of Energy, Mineral and Land Resources (DEMLR) received a permit
Name/Ownership Change Form from TOP Properties, LLC for the subject project. A file review was performed on
March 20, 2014 following a February 10, 2014 site inspection by DEMLR staff. As noted in the enclosed inspection
reports, the site is currently in compliance with the terms and conditions of the current state stormwater permit. As
indicated on the Name/Ownership Change form, you have acknowledged receipt of a copy of the permit, which
includes the application and supplement forms; a copy of the approved plans and a copy of the required Operation .
and Maintenance agreement from the previous permittee. By acknowledging receipt of the permit, and by signing the
Name/Ownership Transfer form, you have accepted the responsibility for complying with the terms and conditions
outlined in this permit. The Division is hereby notifying you that permit SW8 011216 has been transferred March 20,
2014 and to remind you that this permit shall be effective until March 21, 2016. For your records, please find
enclosed a copy of the transferred and reissued permit, a copy of the two inspection reports, and a copy of the
Name/Ownership Change forms submitted on March 10, 2014.
This permit is subject to the conditions and limitations as specified in the reissued permit. Please pay special
attention to the conditions listed in this permit regarding the Operation and Maintenance of the BMP, recordation of
deed restrictions, procedures for changes of ownership, transferring the permit, and renewing the permit. Failure to
establish an adequate system for operation and maintenance of the stormwater management system, to record deed
restrictions, to transfer the permit, or to renew the permit,vill result in future compliance problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the right to request an
adjudicatory hearing by filing a written petition with the Office of Administrative Hearings (OAH). The written petition
must conform to Chapter 150E of the North Carolina General Statutes, and must be filed with the OAH within thirty
(30) days of receipt of this permit. You should contact the OAH with all questions regarding the filing fee (if a filing
fee is required) and/or the details of the filing process at 6714 Mail Service Center, Raleigh, NC 27699-6714, or via
telephone at 919-431-3000, or visit their website at www.NCOAH.com. Unless such demands are made this permit
shall be final and binding.
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405 Phone: [phone] / Fax: [phone]

If you have any questions, need additional copies of the permit or approved plans, please contact Kelly Johnson with G
DEMLR in the Wilmington Regional Office at [phone].
Sinc rely,
Tracy Da eis,P.E., Director
Division of Energy, Mineral and Land Resources
GDSlkpj: 111Stormwater\Permits & Proiects120011011216 Offsite12014 03 permit 011216
enc: March 20, 2U14 inspectionKeport
February 10, 2014 Inspection Report
Name Ownership Change form, March 10, 2014
cc: Mr. Harold Layne, Manager, TOP Properties, LLC, 110 Charleston Dr, Mooresville, NC 28117
(previous permrftee)
Mr. Scott M. Holmes, Murchison, Taylor & Gibson, PLLC,16 N. Fifth Ave, Wilmington, NC 28401
Wilmington Regional Office Stormwater File
Page 2 of 2

Permit No. SWS 011216
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL_ RESOURCES
DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY DEVELOPMENT
In accordance with the provisions of Article 21 'of Chapter 143, General Statutes of North Carolina as amended, and other applicable
Laws, Rules, and Regulations
PERMISSION IS HERESY GRANTED TO
DBR Property Group, LLC
Lot 29A Landmark Industrial Park
New Hanover County
FOR THE
construction, operation and maintenance of wet detention pond in compliance with the provisions of 15A NCAC 2H .1000 (hereafter
referred to as the "stormwater rules') and the approved stormwater management plans and specifications and other supporting data as
attached and on file with and approved by the Division of Energy, Mineral, and Land Resources and considered a part of this permit.
This permit shall be effective from the date of issuance until March 21, 2016, and shall be subject to the following specified conditions and
limitations;
I. DESIGN STANDARDS
This permit is effective only with respect to the nature and volume of stormwater described in the application and other
supporting data.
2. This stormwater system has been approved for the management of stormwater runoff as described on page 4 of this permit, the
Project Data Sheet. The stormwater control has been designed to handle the runoff from 46,185 square feet of impervious area.
Approved plans and specifications for this project are incorporated by reference and are enforceable parts of the permit.
The tract will be limited to the amount of built -upon area indicated on page 4 of this permit, and per approved plans.
All stormwater collection and treatment systems must be located on the project.
6. The runoff from all built -upon area within the permitted drainage area of this project must be directed into the permitted
stormwater control system. A permit modification must be submitted and approved prior to the construction of additional
built -upon area from outside of the approved drainage area.

DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES
PROJECT DESIGN DATA SHEET
I trlf ltl[IrV. VxyV V LIU
r
Project Name:
Permit Number.
Location:
River Basin 1 Receiving Stream 1 Index #:
Classification of Water Body:
Pond Depth, feet:
Permanent Pool Elevation, FMSL:
Drainage Area, acres:
Total Impervious Surfaces, ft2:
Offsite Area entering Pond, ft':
Required Surface Area, ft2:
Provided Surface Area, ft2:
Required Storage Volume, ff3:
Provided Storage Volume, ft3:
Temporary Storage Elevation, FMSL:
Controlling Orifice:
II. SCHEDULE OF COMPLIANCE
Lot 29A Landmark Industrial Park
SW8 011216
New Hanover County
Cape Fear 1 UT Cape Fear River 118-71
IISCII
5.5
27
1.59
46,185
None, per engineer
2,979
3,303
4,233
4,352
28.1
1 "I pipe
1. The stormwater management system shall be constructed in its entirety, vegetated and operational for its intended use prior to
the construction of any built -upon surface.
2. During construction, erosion shall be kept to a minimum and any eroded areas of the system will be repaired immediately.
3. The permittee shall at all times provide the operation and maintenance necessary to assure the permitted stormwater system
functions at optimum efficiency. The approved Operation and Maintenance Plan must be followed in its entirety and
maintenance must occur at the scheduled intervals including, but not limited to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes and vegetated filter.
d. Immediate repair of eroded areas.
e. Maintenance of side slopes in accordance with approved plans and specifications.
f. Debris removal and unclogging of outlet structure, orifice device, flow spreader, catch basins and piping.
g. Access to the outlet structure must be available at all times.
4. Records of maintenance activities must be kept and made available upon request to authorized personnel of DEMLR. The
records will indicate the date, activity, name of person performing the work and what actions were taken.
4

Hermll NO- SVV6 Ul I L Ib
. 5. Decorative spray fountains will not be allowed in the stormwater treatment system.
6. The facilities shall be constructed as shown on the approved plans. This permit shall become voidable unless the facilities are
constructed in accordance with the conditions of this permit, the approved plans and specifications, and other supporting data.
Upon completion of construction, prior to issuance of a Certificate of Occupancy, and prior to operation of this permitted facility,
a certification must be received from an appropriate designer for the system installed certifying that the permitted facility has
been installed in accordance with this permit, the approved plans and specifications, and other supporting documentation. Any
deviations from the approved plans and specifications must be noted on the Certification. A modification may be required for
those deviations.
8. If the stormwater system was used as an Erosion Control device, it must be restored to design condition prior to operation as a
stormwater treatment device, and prior to occupancy of the facility.
9. The permittee shall submit to the Director and shall have received approval for revised plans, specifications, and calculations
prior to construction, for any modification to the approved plans, including, but not limited to, those listed below;
a. Any revision to any item shown on the approved plans, including the stormwater management measures, built -upon
area, details, etc.
b. Project name change.
C. Transfer of ownership.
d. Redesign or addition to the approved amount of built -upon area or to the drainage area.
e. Further subdivision, acquisition, or sale of the project area. The project area is defined as all property owned by the
permittee, for which Sedimentation and Erosion Control Plan approval was sought.
f. Filling in, altering, or piping of any vegetative conveyance shown on the approved plan.
10. The permittee shall submit final site layout and grading plans for any permitted future areas shown on the approved plans, prior
to construction. If the proposed BUA exceeds the amount permitted under this permit, a modification to the permit must be
submitted and approved prior to construction.
11. A copy of the approved plans and specifications shall be maintained on file by the Permittee for a minimum of ten years from the
date of the completion of construction.
12. The permittee shall notify the Division of any name, ownership or mailing address changes within 30 days.
13. Prior to the sale or lease of any portion of the property, the permittee shall notify DEMLR and provide the name, mailing address
and phone number of the purchaser or leasee. An access/maintenance easement to the stormwater facilities shall be granted in
favor of the permittee if access to the stormwater facilities will be restricted by the sate or lease of any portion of the property.
14. The permittee is responsible for verifying that the proposed built -upon area does not exceed the allowable built -upon area.
15. The Director may notify the permittee when the permitted site does not meet one or more of the minimum requirements of the
permit. Within the time frame specified in the notice, the permittee shall submit a written time schedule to the Director for
modifying the site to meet minimum requirements. The permittee shall provide copies of revised plans and certification in writing
to the Director that the changes have been made.
Ill. GENERAL CONDITIONS
This permit is not transferable. In the event there is a desire for the facilities to change -ownership, or there is a name change of
the Permittee, a formal permit request must be submitted to the Division of Energy, Mineral, and Land Resources accompanied
by an application fee, documentation from the parties involved, and other supporting materials as may be appropriate. The
approval of this request will be considered on its merits and may or may not be approved. Responsibility for compliance with all
permit conditions remains with the Permittee until such time as the Division approves the formal permit request.
2. Failure to abide by the conditions and limitations contained in this permit may subject the Permittee to enforcement action by the
Division of Energy, Mineral, and Land Resources, in accordance with North Carolina General Statute 143-215.6A to
143-215.6C.

11;1L IVu, JYVu V I IL
3. The issuance of this permit does not preclude the Permittee from complying with any and all statutes, rules, regulaticns,- or
ordinances which may be imposed by other government agencies (local, state, and federal) which have jurisdiction.
In the event that the facilities fail to perform satisfactorily, including the creation of nuisance conditions, the Permittee shall take
immediate corrective action, including those as may be required by this Division, such as the construction of additional or
replacement stormwater management systems.
5. The permittee grants DENR Staff permission to enter the property during normal business hours for the purpose of inspecting all
components of the permitted stormwater management facility.
The permit may be modified, revoked and reissued or terminated for cause. The filing of a request for a permit modification,
revocation and reissuance or termination does not stay any permit condition.
7. Unless specified elsewhere, permanent seeding requirements for the stormwater control must follow the guidelines established
in the North Carolina Erosion and Sediment Control Planning and Design Manual.
If the use of permeable pavement is desired, this permit must be modified to add the permeable pavement conditions.
The permittee shall submit a permit renewal application request at least 180 days prior to the expiration date of this permit. The
renewal request must include the applicable documentation and the processing fee.
Permit transferred and reissued this the 251h day of November 2013.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
2—:
15
�� Tracy D is, P.E., Director
Division of Energy, Mineral and Land Resources
By Authority of the Environmental Management Commission

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I. CURRENT PERMIT INFORMATION:
1. Stormwater Management Permit Number: SW8 011216
2, Project Name: Lot 29A Landmark Industrial Park
3. Current Permit Holder's Company Name/Organization:�TOP Properties,_ LLC
4. Signing official's name: _ Mr. Harold Layne_ _ Title: Member Manager
5. Mailing address: 110 Charleston Drive
City: Mooresville
State: NC Zip: 28117
6. Phone: ( )_ _ Fax:(_ )
11. PROPOSED PERMITTEE I OWNER I PROJECT I ADDRESS INFORMATION
This request is for: (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2, and 3 below)
❑ Name change of the project (Please complete Item 5 below)
® Change in ownership of the property/company (Please complete Items 1, 2, 3 and 4 below)
❑ Mailing address / phone number change (Please complete Item 4 below)
❑ Other (please explain):
1. Proposed permittee's company name/organization: DBR Pro e Group, LLC
2. Proposed permittee's signing official's name: Howard Russell Jr.
3. Proposed permittee's title: Member Manager _
4. Mailing Address: 321 Raleigh Street, Suite 101� _
City: Wilmington State: NC Zip: 28412
Phone:(__ ) Fax:( )
5. New Project Name to be placed on permit.
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain Stormwater system features. Print Name of HOA
or POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
® The property owner
[] Lessee (Attach a copy of the lease agreement and complete Property Owner information on
page 4)
❑ Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will
be granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4)
CEIVE
MAR 10 2014
SSW N/0 Change Rev24Sept2012 Page 1 of 4
--

III: REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all of the
applicable required items listed below are included with the submittal. Failure to provide the listed items
may result in processing delays or denial of the transfer.
1. This completed and signed form. This certification, must be completed and signed by both the
current permit holder and„fhe new applicant if this is a chan9e.of ownership.
2. Legal documentation of the transfer to a new owner.
3. A copy of the recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the Proposed Permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40.00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement::
❑ Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit. I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. l understand
that if all required parts of this application are not completed and that if all required supporting
information and attachments listed above are not included, this application package will be returned
as incomplete.
® Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
1, Harold Layne, t�4nap�r `�wP Prdyko, the current permittee, am submitting this application for a
transfer of ownership for permit # SW8 011216 . 1 hereby notify DWQ of the sale or other legal
transfer of the stormwater system associated with this permit. I have provided a copy of the most
recent permit, the designer's certification for each BMP, any recorded deed restrictions, covenants, or
easements, the DWQ approved plans and/or approved as -built plans, the approved stormwater
inspection report to the proposed permittee named in Sections II and V of this form. I further attest
that this application for a name/ownership change is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments listed above are not included, this applicatioin
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections 11 and V of this form. l understand that this transfer of
ownership canno a appr ed by the DWQ unless and until the facility is in compliance with the
permit. �;
Signature: � Date: l� 1 A
"FOEOV"Eft
zr�tLe�ErJ
A%D A2 7`7-( C J,k; CC I q County of
that M oXvc-0 �-A0E
a Notary Public for the ftteto1 2014
,t1 emu? 141,000C t do
I �ereby certify
personally appeared be€6te_me-this-the
_day of _ A) Oeryl 66'tO- , 20 2 3and acknowledge the due execution of the
forgoing i0strument. Witness my hand and official seal, (Notary%$0 !
Notary Signature Z.
z
'OUBL�G
SSW NIO Change Rev24Sept2012 Page 2 of 4 ++,�ov •����

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed Permittee for all transfers of ownership)
I, Howard Russell Jr. , hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
the most recent permit
the designer's certification for each BMP
any recorded deed restrictions, covenants, or easements
the DWQ approved plans and/or approved as -built plans
the approved operation and maintenance agreement
past maintenance records from the previous permittee (where required)
WQ stormwater inspection report showing compliance within 90 days prior to this transfer
i-t
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if all required supporting information and attachments listed
above are not in luded, this pplicati package will be returned as incomplete.
Signature: Date: 3 .)0-)
:a Notary Public for the State of
County of [vim-nc�J�! , do hereby certify
that jAa..ra)4 L • k-SjA))_-% b6K ft_�Q;,� il(_(personally appeared before me this the
day of 20�`�, and acknowledge %e,dua,pxecution of the
forgoing instrument. Witness my hand and official seal, ;``PP aAQ�S�'
A R y
C _�NotSeal) )
Notary Signature ,' l a 1y I G
PUB
A OJ
,",�NoVORfjo
Additional copies of the original permit and the approved Operation and Maint6 , Hce agreement can
be obtained from the appropriate Regional Office of the Division of Water Quality.
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee / developer and the property owner
will appear on the permit as permittees.
MAR 10 2014
SSW N/O Change Rev24Sept2012 Page 3 of 4

VI. PROPERTY OWNER CONTACT INFORMATION AND CERTIFICATION
If the Proposed Permittee listed in Sections 1I and V of this form is not the Property Owner, the
Property Owner must provide his/her Contact Information below and sign this form:
Printed Name:
Organization:
Title within the Organization:
Street Address:
C ity: State: Zip:
Mailing Address:
(if different from street address)
City: State: Zip:
Phone: Fax:
Email:
I certify that I own the property identified in this permit transfer document and have given permission
to the Proposed Permittee listed in Sections II and V to develop and/or lease the property. A copy of
the lease agreement or other contract, which indicates the party responsible for the construction
and/or operation and maintenance of the stormwater system, has been provided with the submittal.
As the legal property owner I acknowledge, understand, and agree by my signature below, that I will
appear as a permittee along with the lessee/developer and I will therefore share responsibility for
compliance with the DWQ Stormwater permit. As the property owner, it is my responsibility to notify
DWQ by submitting a completed Name/Ownership Change Form within 30 days of procuring a
developer, lessee or purchaser for the property. I understand that failure to operate and maintain the
stormwater treatment facility in accordance with the permit is a violation of NC General Statue
(NCGS) 143-215.1, and may result in appropriate enforcement action including the assessment of
civil penalties of up to $25,000 per day, pursuant to NCGS 143-215.6.
Signature of the property owner
day of
Date:
a Notary Public for the State of
County of , do hereby certify that
personally appeared before me this the
, 20 , and acknowledge the due execution of the
forgoing instrument. Witness my hand and official seal,
Notary Signature
SSW N/O Change Rev24Sept2012 Page 4 of 4
(Notary Seal)
�GE
MAR 10 2014
i�

02/21/2002 03:12
?046641409
CHILDFORMS
PAGE 01
OPERATING AGREEMENT
OF
TOP PROPERTIES, LLC
(A North Carolina Limited Liability Company)
DATED: u f , 2001
THE LLC MEMBERSHIP INTERESTS REPRESENTED BY THIS OPERATING
AGREEMENT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER THE NORTH CAROLINA SECURITIES ACT, OR SIMILAR LAWS OR ACTS OF
OTHERR. STATES IN RELIANCE UPON EXEMPTIONS UNDER THOSE ACTS. THE SALE
OR OTHER D!SPOSiTION OF THE MEMBERSHIP INTERESTS IS RESTRICTED AS
STATED IN THIS OPERATING AGREEMENT, AND IN ANY EVENT IS PROHIBITED
UNLESS THE LLC RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT AND
ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY
APPLICABLE STATE SECURITIES ACTS AND LAWS. BY ACQUIRING THE
MEMBERSHIP INTEREST REPRESENTED BY THIS OPERATING AGREEMENT, THE
MEMBER REPRESENTS THAT IT WILL NOT SELL OR OTHERWISE DISPOSE OF ITS
MEMBERSHIP INTERESTS WITHOUT REGISTRATION OR OTHER COMPLIANCE
WITH THE AFORFSAfD ACTS ,AND THE RULES AND REGULATIONS ISSUED
THEREUNDER.
A'-h• 0 a c'-st
7',e j,/o e-wvG-
e-)lo - -76 3- S GN I

02;21j2F.@2 03:12 7046E41405
CHILDFCRMS PAGE 0=
ARTICLE I. FORMATION OF THE COMPANY
1.1.
Formation
1.2.
Name
1.3.
Registered Office and Registered Agent
1.4,
Principal Place of Business
1.5,
Purposes and Powers
1.6.
Term
1.7.
Nature of Members' Interests
1,8.
Classification of the Company
ARTICLE II. DEFINITIONS
2.1. Definitions
ARTICLE III. MANAGEMENT OF THE COMPANY
3.1. Management by Members
3.2. Compensation and Expenses
3.3, Indemnification of Members for Management Services
3.4. Limitation on Liability
3.5. Liability for Return of Capital Contribution
ARTICLE IV. RIGHTS AND OBLIGATIONS OF MEMBERS
4.1 Names and Addresses of Members
4.2. Limited Liability
4.3. Bankruptcy or Incapacity of a Member
4.4, Other Activities of Members and Managers
ARTICLE V. CAPITAL CONTRIBUTIONS AND LOANS
5.1.
Initial Capital Contributions
5.2.
Additional Funds
5.3_
Additional Capital Contributions
5.4.
No Interest on Capital Contributions
5.5.
Capital Accounts
ARTICLE VI. ALLOCATIONS, ELECTIONS, AND REPORTS
6.1.
Profits and Losses
6.2.
Nonrecourse Deductions
6.3.
Member Nonrecourse Deductions
6.4.
Allocations Between Transferor and Transferee
6.5.
Gains from Capital Transactions
6.6.
Contributed Properiy and Book -Ups
6.7.
Minimum Gain Chargeback

02,121I2e02 03:12
704EE41409
GHILDFORMS
PAGE 03
6.8. Member Minimum Gain Chargeback
6.9. Qualified Income Offset
6.10. Gross Income Allocation
6.11. Section 754 Adjustment
6.12. Curative Allocations
6.13. Compliance with Treasury Regulations
6.14, Tax Withholding
ARTICLE V11. DISTRIBUTIONS
7.1. Company Cash Flow
7.2. Capital Proceeds
7.3. Distributions in Liquidation
7.4, Limitation upon Distributions
ARTICLE VId. TRANSFER OF INTERESTS ANC ADMISSION OF MEMBERS
8.1.
Restrictions on Transfer
8.2.
Conditions Precedent to Transfers
8.3.
Substituted Members
8.4.
Rights of Transferee
8.5.
Special Transfer at [Death
ARTICLE IX. BUY -SELL
9.1.
Buy -Sell
9.2.
Buy -Sell Notice
9.3.
Member's Purchase Option
9.4.
Assignment of Purchase Option
9.5.
Agreement on Valuation
9.6,
Closing
9.7.
Effect of the Rule Against Perpetuities
9.8.
Effect on Withdrawing Member's Interest
9.9.
Failure to Exercise Purchase Option
9.10.
Special Option of Wives
ARTICLE X. DISSOLUTION AND LIQUIDATION OF THE COMPANY
10.1.
Dissolution Events
10.2.
Liquidation
10.3.
Articles of Dissolution
ARTICLE X1. MISCELLANEOUS
11.1.
Records
11.2.
Reserves
11.3.
Notices
11.4.
Amendments
11.5.
Additional Documents
11.6.
Representations of Members

02l21I20P2 03:12 7046641403
CHILDFORMS PAGE 04
11.7, Domestic Proceeding
11.8. Survival of Rights
11.9. Iriterpretation and Governing Law
11.10. Severabiiity
11.1 1. Agreement in Counterparts
11.12. Tax Matters Partner
11.13. Creditors Not Benefited
Attachments:
Schedule I. Names, Addresses, Initial Capita} Contributions, and
Membership Interests of the Members

02/21/2e02 03:12 7046641409 CHILDFORM9 PAGE 05
OPERATING AGREEMENT
OF
TOP PROPERTIES, LLC
THIS OPERATING AGREEMENT of TOP PROPERTIES, LLC (the "Company"), a
limited liability company organized pursuant to the North Carolina Limited Liability
Company Act, is executed effective as of ft-C-4 1, , 2001, by and among
the Company and the persons executing this Agreement as the initial Members as follows -
MEMBERS
Harold A. Layne, sr., P. O. Box 26, Carolina Beach, NC 28428
Carl A. Peggs, 106 Wisteria Lane, Mooresville, NC 28117
(each referred to individuaily as a "Member"; and collectively as the "Members")
ARTICLE I
FORMATION OF THE COMPANY
1.1. Formation, The Company was formed on MGw Li- ►'71 b ,1*9t-, upon
the filing with the Secretary of State of the Articles of Organization of the Company. In
consideration of the mutual promises and covenants contained herein and other good and
valuable 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.
1.2. Name. The name of the Company is TOP PROPERTIES, LLC. The
Members may change the name of the Company from time to time as they deem advisable,
provided appropriate amendments to this Agreement and the Articles of Organization and
necessary filings under the Act are first obtained.
1.3. Registered Office and Registered Agent. The Company's registered office
within the State of North Carolina and its registered agent at such address shall be as the
Members may from time to time deem necessary or advisable.
1 A. Principal Place of Business. The principal place of business of the Company
within the State of North Carolina shall be at such place or places as the Members may
from time to time deem necessary or advisable.

02I21/2002 03:12 7046641409 CHILDFORM5 PAGE 06
1.5. Purposes and Powers.
(a) The purpose and business of the Company shall be to engage in any
lawful business for which limited liability companies may be organized under the Act.
(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 Urnited liability companies under the Act.
1.6. Term. The Company shall continue in existence until the close of the
Company's business on December 31, 2080, 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.
1.7. 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, representative, or
assign of such Member, shall have any right, title; or interest in or to any Property owned
by the Company or the right to partition any Property owned by the Company.
1.8. Classification of the Company. The Members hereby acknowledge that the
Company will not matte an election with the Internal Revenue Service to be treated as an
association taxed as a corporation and thus will be taxed as a partnership for federal
income tax purposes and that no member is authorized to make such election unless all
of the members agree to do so.
ARTICLE 11
DEFINITIONS
2.1. Definitions. The following terms used in this Agreement shall have the
following meanings (unless otherwise expressly provided herein):
"Act" means the North Carolina limited Liability Company Act, as the same
may be amended from time to time.
"Adjusted Capital Account Deficit" means, with respect to any Member, the
deficit balance, if any, in such Member's Capital Account as of the end of the relevant
fiscal year, after giving effect to the following adjustments:
(a) Credit to such Capital Account any amounts to which such
Member is obligated to restore or is deemed to be obligated to restore pursuant to the
penultimate sentences of Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(l)(5),
and
--1 2

02f21/2'OC2 0-2:12 7046641409 CHILDF•CRMS PAGE 07
,
(b) Debit to such Capital Account the items described in Sections
1.70.4-1(b)(2)(ii)(d)(4), 1,704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(1i)(d)(6) of the Treasury
Regulations.
The foregoing definition of Adjusted Capital Account Deficit is intended to comply
with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be
intorpreted consistently therewith.
"Adjusted Capital Contributions" means, as of any day, a Member's Capital
Contributions adjusted as follows -
(a) Increased by the amount of any Company liabilities which, in
connection with Distributions, are assumed by such Member or are secured by any
Property distributed to such Member; and
(b) Reduced by the amount of cash and the Gross Asset Value of
any Property distributed to such Member and the amount of any liabilities of such Member
assumed by the Company or which are secured by any Property contributed by such
Member to the Company.
In the event any Member transfers all or any portion of its Membership Interest in
accordance with the terms of this Agreement, the Member's transferee shall succeed to
the Adjusted Capital Centributicn of the transferor to the extent it relates to the transferred
Membership interest or portion thereof.
''Affiliate" of a specified Person means (i) any Person directly or indirectly
controlling, controlled by, or under common control with the specified Person; (ii) any
Person owning or controlling ten percent or more of the outstanding voting securities of
tt,e specified Person; (iii) any officer, director, or partner of the specified Person; or (iv) if
the specified Person is an officer, director, or partner, any entity for which the specified
Person acts in such capacity.
"Agreement" means this Operating Agreement, as amended from time to
time.
"Articles cf Organization" means the Articles of Organization of the Company
filed with the Secretary of State, as amended or restated from time to time.
"Buy -Sell Event" has the meaning assigned to it in Section 9.1.
"Buy -Sell Notice" has the meaning assigned to it in Section 9.2.
3

02/21/2QE2 03:12 '84E641409 CHILDF'ORMS PAGE 08
"Capital Account" means the account maintained by the Company for each
Member in accordance with the following provisions:
(I) a Member's Capital Account shall be credited with the
Member's Capital Contributions, the amount of any Company liabilities assumed by the
Member (or which are secured by Company property distributed to the Member), the
Member's allocable share of Profit, and any item in the nature of income or gain specially
allocated to such Member pursuant to the provisions of Article VI (other than Section 6.6);
and
(ii) a Members Capital Account shall be debited with the amount
cf money and the fair market value of any Company property distributed to the Member,
the Member's allocable share of boss, and any item in the nature of expenses or losses
spec4ly allocated to the Member pursuant to the provisions of Article VI (other than
Section 6.6).
If any Membership Interest is, transferred pursuant tc the terms of this
Agreement, the transferee shall succeed to the Capital Account of the transferor to the
extent the Capital Account is attributable to ttie transferred Membership Interest. If the
book value of Company property is adiusted pursuant to Section 6.6, the Capital Account
of each Member shall be adjusted to reflect the aggregate adjustment in the same manner
as if the Company had recognized gain or loss equal to the amount of such aggregate
adjustment. It is intended that the Capital Accounts of all Members shall be maintained it
compliance with the provisicns of Regulation Section 1.704-1(b), and all provisions of this
Agreement relating to the maintenance of Capital Accounts shall be interpreted and
applied in a manner consistent with that Regulation.
"Capital Contribution" means all contributions of cash or property (valued for
this purpose at initial Gross Asset Value) made by a Member or its predecessor in interest.
"Capital Proceeds" means the net cash proceeds resulting from a Capital
i ransaction.
"Capital Transaction" means any transactions undertaken by the Company
or by any entity in which the Company owns an interest, which, were it to generate
proceeds, would produce Company Sales Proceeds or Company Refinancing Proceeds.
"Closing" has the meaning assigned to it in Section 9.6.
"Code" means the Internal Revenue Code of 1966, as amended from time
to time (and any corresponding provisions of succeeding law).
151

02121/2002 03:12 70c6641409 CHILDFORMS PAGE 09
"Company Cash Flow"for any period means the excess, if any, of (A) the
sum of (i) all gross receipts from any source for such period, other than from Company
loans, Capital Transactions, and Capital Contributions, and (fl) any funds released by the
Company from previously established reserves, over (B) the sum of (i) all cash expenses
paid by the Company for such period, (ii) all amounts paid by the Company in such period
on account of the amortization of the principal of any debts or liabilities of the Company
!including loans from any Member), (ili) capital expenditures of the Company, and (iv) a
reasonable reserve for future expenditures as provided by Section 11.2, provided,
however, that the amounts referred to in (B) (i), (li), and (iii) above shall be taken into
account only to the extent riot funded by Capital Contributions, loans or paid out of
previously established reserves. Such term shall also include all other funds deemed
available for distribution and designated as Company Cash Flow by the Members.
"Company Minimum Gain" means gain as defined in Treasury Regulations
Section 1.704-2(d).
"Company Refinancing Proceeds" means (i) the cash realized from the
financing or refinancing of all or any portion of the Property or other Company assets, less
the retirement of any related mortgage loans and the payment of all expenses relating to
the transaction and a reasonable reserve for future expenditures as provided by Section
11.2 and 00 the Company's allocable portion of cash realized by an entity in which the
Company owns an interest from such entity financing or refinancing all or any portion of
such entity's assets, less the retirement of any related mortgage loans and the payment
of all expenses relating to such transaction and a reasonable reserve for future
expenditures as provided by Section 11.2.
"Company Sales Proceeds" means (i) the cash realized from the sale,
exchange, condemnation}, casualty, or other disposition of all or any portion of the Property
or other Company assets, less the retirement of any related mortgage loans and the
payment of all expenses relating to the transaction and a reasonable reserve for future
expenditures as provided by Section 11,2 and (ii) the Company's allocable portion of cash
realized by an entity in which the Company owns an interest from the sale, exchange,
condemnation, casualty, or Other disposition of all or any portion of such entity's assets,
less the retirement of any related mortgage loans and the payment of all expenses relating
to such transaction and a reasonable reserve for future expenditures as provided by
Section 11.2.
"Depreciation" means, for each Fiscal Year, an amount equal to the
depreciation; amortization, or other cost recovery deduction allowable with respect to an
asset for such Fiscal Year, except that if the Gross Asset Value of an asset differs from its
adjusted basis for federal income tax purposes at the beginning of such Fiscal Year,
Depreciation shall be an amount which bears the same ratio to such beginning Gross
Asset Value as the federal income tax depreciation, amortization, or other cost recovery
E

02,'21J2002 03:12 70466414O9 CHILDFOPME PAGE 10
deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided,
however, that if the adjusted basis for federal income tax purposes of an asset at the
beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to
such beginning Gress Asset Value using any reasonable method selected by the
Members,
"Disinterested Member'' means a Member who is not related (within the
meaning of Section 267(b) of the Code or Section 707(b)(1) of the Code) to either the
Memberwhose Membership interest is to be transferred as provided in Article Vill or the
proposed transferee of such Membership Interest.
"Distribution" means any money or other property distributed to a Member
with respect to the Member's Membership Interest, but shall not include any payment to
a Member for materials or services rendered nor any reimbursement to a Member for
expenses permitted in accordance with this Agreement.
"Domestic Proceeding" means any divorce, annulment, separation, or similar
proceeding,
"Encumbrance" means any lien, pledge, encumbrance, collateral assignment,
or hypothecation.
Fiscal Year" means an annual accounting period ending December 31 of
each year during the term of the Company, unless otherwise specified by the Members.
"Gains from Capital Transactions" means the gains realized by the Company
as a result of or upon any sale, exchange, condemnation, or other disposition of capita{
assets of the Company or any entity in which the Company shall own an interest (which
assets shall include Code Section 1231 assets and all real and personal property) or as
a result of or upon the damage to or destruction of such capital assets.
"Gross Asset Value" means, with respect to any asset, the assets adjusted
basis for federal income tax purposes, except as follows:
(a) The initial Gross Asset Value of any asset contributed by a
Member to the Company shall be the gross fair market value of such asset, as determined
by the contributing Member and the other Members, provided that, if the contributing
Member and other Members cannot agree on the fair market value of a contributed asset,
such determination shall be made by appraisal;
(b) The Gross Asset Values of all Company assets shall be
adjusted to equal their respective gross fair market values, as determined by the Members,
as of the following times: (i) the acquisition of an additional interest in the Company (other
0

02,'2112802 03:12 70dEE41409 CHILDFORME PACE 11
than upon the initial formation of the Company) by any new or existing Member in
excriange for more than a de minimis Capital Contribution; (ii) the distribution by the
Cempany to a Member of more than a de minimis amount of Company Property as
consideration for an interest in the Company; and (iii) the liquidation of the Company within
the meaning of Treasury Regulations Section 1.7C4-1(b)(2)(ii)(g); provided, however, that
the adjustments pursuant to clauses (i) and (ii) above shall be made only if the Members
reasonably determine that such adjustments are necessary or appropriate to reflect the
relative economic interests of the Members in the Company;
(c) The Gross Asset Value of any Company asset distributed to
any Member shall be adjusted to equal the gross fair market value of such asset on the
date of distribution as determined by the distributes and the other Members, provided that,
it the distributee and the other Members cannot agree on the determination of the fair
market value of the distributed asset, such determination shall be made by appraisai; and
(d) The Gross Asset Values of Company assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to
Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments
are taken into account in determining Capital Accounts pursuant to Treasury Regulations
Section 1.704-1(b)(2)(iv)(m) and Section 6.11 hereof, provided, however, that Gross Asset
Values shall not be adjusted pursuant to this subsection (d) to the extent the Members
determine that an adjustment pursuant to subsection (b) hereof is necessary or appropriate
in connection with a transaction that 'would otherwise result in an adjustment pursuant to
this subsection (d),
If the Gross Asset Value of an asset has been determined or adjusted pursuant to
subsection (a), (b), or (d) hereof, such Gross Asset Value shall thereafter be adjusted by
the Depreciation taken into account with respect to such asset for purposes of computing
Profits, Gains from Capital Transactions, or Losses.
"Majority in Interest" means a combination of any Members who, in the
aggregate, own more than fifty percent of the Membership Interests of all Members.
"Manager" means each Member of the Company in its capacity as a manager
of the Company. "Managers" refers to such Persons as a group.
"Member" means each Person designated as a member of the Company an
Schedule I hereto or any other Person admitted as a member of the Company in
accordance with this Agreement or the Act. "Members" refers to such Persons as a group.
"Member Minimum Gain" means an amount, with respect to each Member
Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member
7

02/21,,2M 03:12 104EE41409 CHILDFORMS PAGE 12
Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with
�-' Treasury Regulations Section 1.704-2(I),
"Member Nonrecourse Debt" means any nonrecourse debt (for the purposes
of Treasury Regulations Section 1.1001-2) of the Company for which any Member bears
the "economic risk of loss," within the meaning of Treasury Regulations Section 1.752-2.
"Member Nonrecourse Deductions" means deductions as described in
Treasury Regulations Section 1.704-2(1). The amount of Member Nonrecourse Deductions
with respect to Member Nonrecourse Debt for any Fiscal Year equals the excess, if any,
of (A) the net increase, if any, in the amount of Member Minimum Gain attributable to such
Member Nonrecourse Debt ducting such Fiscal Year, over (B) the aggregate amount of any
Distributions during that Fiscal Year to the Member that bears the economic risk of loss
for such Member Nonrecourse Debt to the extent such Distributions are from the proceeds
of such Member Nonrecourse Debt and are allocable to an increase in Member Minimum
Gain attributable to such Member Nonrecourse Debt, determined in accordance with
Treasury Regulations Section 1.704-2(1).
°Membership Interest" means all of a .Member's rights in the Company,
including, without limitation, the Memt:er'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 Company as provided in the Act and this
Agreement.
"Nonrecourse Deductions" means deductions as set forth in Treasury
Regulations Section 1.704-2(b)(1). The amount of Nonrecourse Deductions for a given
Fiscal Year equals the excess, if any, of (A) the net increase, if any, in the amount of
Company Minimum Gain during such Fiscal Year, over (B) the aggregate amount of any
Distributions during such Fiscal Year of proceeds of a Nonrecourse Liability that are
aliocable to an increase in Company Minimum Gain, determined according to the
provisions of Treasury Regulations Section 1,704-2(h).
"Nonrecourse Liability" means any Company liability (or portion thereof) for
which no Member bears the "economic risk of loss," within the meaning of Treasury
Regulations Section 1.752-2.
"Percentage Interest" means the percentage which the Capital Contributions
of a Member to the Company bears to the Capital Contributions of all Members. The initial
Percentage Interest of each Member is set forth opposite such Member's name on
Schedule I hereto.
"Person" means an individual, a trust, an estate, a domestic corporation, a
foreign corporation, a professional corporation, a partnership, a limited partnership, a
8

0212112002 03:12 70466414@9 CHILDFORMS PAGE 13
limited liability company, a foreign limited liability company, an unincorporated association,
or another entity.
"Profit" and "Loss" means, for each taxable year of the Company (or other
period for which Profit or Loss must be computed), the Company's taxable income or loss
determined in accordance with Code Section 703(a), with the following adjustments;
(a) all items of income, gain, loss, deduction, or credit required to
be stated separately pursuant to Code Section 703(a)(1) shall be included in computing
taxable income or loss; and
(b) any tax-exempt income of the Company, not otherwise taken
into account in computing Profit or Loss, shall be included in computing taxable income
or loss; and
(c) any expenditures of the Company described in Code Section
705(a)(2)(13) (or treated as such pursuant to Regulation Section 1.704-1(b)(2)(iv)(I)) and
not otherwise taken into account in computing Profit or Loss, shall be subtracted frorn
taxable income or loss; and
(d) gain or loss resulting from any taxable disposition of Company
property shall be computed by reference to the adjusted book value of the property
disposed of, notwithstanding the fact that the adjusted book value differs from the adjusted
basis of the property for federal income tax purposes; and
(e) in lieu of the depreciation, amortization, or cost recovery
deductions allowable in computing taxable income or loss, there shall be taken into
account the depreciation computed based upor, the adjusted book value of the asset; and
(f) notwithstanding any other provision of this definition, any items
which are specially allocated pursuant to Sections 6.2, 6.3, 6.7, 6.8, 6.9. 6.10, 6.11, and
6.12 hereof shall not be taken into account in computing Profit or Loss.
"Property" meads (i) any and all property acquired by the Company, real
and:cr personal (including, without limitation, intangible property) and (ii) any and all or the
improvements constructed or, any real property.
"Ptjrchase Option Assign6e" has the meaning assigned to it in Section 9.4.
"Purchasing Members" has the meaning assigned to it in Section 9,3.
"Secretary of State" means the Secretary of State of North Carolina.
0

02,,21i'2D02 03. 12 7046641409 CHILDFOR S PAGE 14
"Tax Matters Partner" means such Member designated as the "tax matters
'�. partner," as that term is defined in the Code and Treasure Regulations.
"Transfer" means sell, assign, transfer, lease, or otherwise dispose of
property, including, without limitation, an interest in the Company.
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).
"Withdrawing Member" has the meaning assigned to it in Section 9.2,
ARTICLE IJ
MANAGEMENT OF THE COMPANY
3.1. Management by Members. Each Member of the Company, by virtue of its
status as a Member, shall also be a Manager of the Company for all purposes. Except as
otherwise expressly provided in this Agreement, the Articles of Organization, or the Act,
all decisions with respect to the management of the business and affairs of the Company
shall be made by action of a Majority in Interest of the Members taken at a meeting or
evidenced by a written consent executed by a Majority in Interest of the Members.
Meetings of the Members may be held on such terms and after such notice as the
Members may establish. A Member may vote in person or by written proxy filed with the
Company before or at the time of the meeting. The Members, acting in their capacity as
ItiAanagers, shall have Tull 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 customary or incident to the management of the
Company's business. The Members may elect or retain one or more assistant managers,
agents, or officers, who may, but need not be, Members of the Company, with such titles,
duties, and compensation as may be designated by the Members, subject to any
applicable restrictions specifically provided In this Agreement or contained in the Act. The
Members may delegate responsibility for the day-to-day management of the Company to
any individual Member or other Person who shall have and exercise on behalf of the
Company all powers and rights necessary or convenient to carry out such management
responsibilities.
3.2. Compensation and Experses. The Members shall not receive any
compensation from the Company for serving as Managers, but the Company will reimburse
Members for all expenses incurred by the Members in connection with their service as
Managers. Nothing contained in this Section is intended to affect the Percentage Interest
of the Members or the amounts that may be payable to the Members by reason of their
respective Percentage Interests.
10

02,121/2202 03:12 1104EE41409 CHILDFORMC FAGS 15
3.3, Indemnification of Members for Management Services. The Company shall
indemnify the Members in connection with their services as Managers of the Company to
the fullest extent permitted or required by the Act, as amended from time to time, and the
Company may advance expenses incurred by a Member upon the approval of the Majority
in Interest of the remaining Members and the receipt by the Company of the signed
statement of such Member agreeing to reimburse the Company for such advance in the
event it is ultimately determined that such Member is not entitled to be indemnified by the
Company against such expenses. The provisions of this Section 3.3 shall apply also to any
Person to whom the Members have delegated management authority as provided in
Section 3.1, whether or not such Person is a Member.
3.4. Limitation on Liability. No Member of the Company shall be liable to the
Company for monetary damages for an act or omission in such Member's capacity as a
Manager, except as provided in the Act for (i) acts or omissions which a Member knew at
the time of the acts or omissions were clearly in conflict with the interests of the Company;
(ii) any transaction from which a Member 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 further elimination of or limitations on the liability of Members as
Managers, then the liability of Members 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 Member existing at the time
of such repeal or modification. The provisions of this Section 3.4 shall apply also to any
Person to whom the Members have delegated management authority as provided in
Section 3.1, whether or not such Person is a Member.
3.5. Liability for Return of Capital Contribution. The Members shall not be liable
for the return of the Capital Contributions of the Members and upon dissolution the
Members shall look solely to the assets of the Company.
ARTICLE IV
RIGHTS AND OBLIGATIONS OF MEMBERS
4.1. iYames and Addresses of Members. The names, addresses, and
Membership Interests of the Members are as reflected in Schedule i attached hereto and
made a part hereof, which Schedule the Company shall amend as of the effectiveness of
any transfer or subsequent issuance of any Membership Interest.
4.2. Limited Liability. The Members shall not be required to make any contribution
to the capital of the Company except as set forth in Article V, nor shall the Members in their
capacity as such be bound by, or personally liable for, any expense, liability, or obligation
of the Company except to the extent of their interest in the Company and the obligation to
return Distributions made to them under certain circumstances as required by the Act. The
11

02; '211'20C2 e3: 12 CHILDFQRMS PACE 16
Members shall be under no obligation to restore a deficit Capital Account upon the
dissolution of the Company or the liquidation of any of their Membership Interests.
4.3. Bankruptcy or incapacity of a Member. A Member shall cease to have any
power as a Member or Manager, any voting rights or rights of approval hereunder upon
death, bankruptcy, insolvency, dissolution, assignment for the benefit of creditors, or legal
incapacity; and the Member, its personal representative, estate, or successor upon the
occurrence of any such event shall have only the rights, powers, and privileges of a
transferee enumerated in Section 8.4, and shall be liable for afl obligations of the Member
under this Agreement. In no event, however, shall a personal representative or successor
become a substitute Member unless the requirements of Section 8.3 are satisfied.
4.4. Other Activities of Members and Managers. No Member may engage in or
possess an interest in other business ventures of any nature or description, independently
or with others, which are competitive with the activities of the Company, without first
offer'ng an interest in such activities to the
Company and each other Member.
ARTICLE V
CAPITAL CONTRIBUTIONS AND LOANS
5,1. Initial Capital Contributions. Contemporaneously with the execution of this
Agreement, the Members have each contributed cash to the Company in the respective
amounts set forth as the initial Capital Contribution opposite their names on Schedule 1
attached hereto.
5.2. Additional Funds. In the event that the Members determine at any time (or
from time to time) that additional funds are required by the Company for or in respect of
its business or to pay any of its obligations, expenses, costs, liabilities, or expenditures
(inciuding, without limitation, any operating deficits), then the Members may agree by
unanimous action to make additional contributions to the capital of the Company or may,
acting in their capacity as Managers, borrow all or part of such additional funds on behalf
of the Company, with interest payable at then -prevailing rates, from one or more of the
Members or from commercial banks, savings and loan associations, or other commercial
lending institutions.
5.3. Additional Capital Contributions_ If the Members determine that additional
funds are recuired for the purposes set forth in Section 5.2 above and that all or any
porticr, of such additional funds should be contributed to the Company as additicnal
Capital Contributions, the Members, in the absence of any written agreement between
them to the contrary, shall make the necessary additional Capital Contributions to the
Company in proportion to their respective Percentage Interests.
12

..r
02/2112p02 03:12 704EE41409 CHILDFORMS PAGE 17
5A. No Interest on Capital Contributions. No interest shall be paid on any
contribution to the capital of the Company.
5.5. Capital Accounts. A Capital Account shall be established for each Member
and shall be credited with each Members initial and any additional Capital Contributions.
In addition, each Member's Capital Account shall be subject to such other adjustments as
may be required in order to comply with the capital account maintenance requirements of
Section 704(b) of the Code. In the event that the Members shall determine that it is prudent
to modify the manner in which the Capital Accounts, or any debits or credits thereto
(including, without limitation, debits or credits relating to liabilities that are secured by
ccntributed or distributed Property or that are assumed by the Company or the Members),
are computed in order to comply with such Treasury Regulations, the Members may make
such modification, provided that it is not likely to have a material effect on the amounts
distributable to any Member upon dissolution of the Company. The Members also shall (i)
make any adjustments that are necessary or appropriate to maintain equality between the
Capital Accounts of the Members and the amount of Company capital reflected on the
Company's balance sheet, as computed for book purposes, in accordance with Treasury
Regulations Section 1.704-1(b)(2)(iv)(g) and (ii) make any appropriate modifications in the
event unanticipated events might otherwise cause this Agreement not to comply with
Treasury Regulations Section 1.704-1(b).
ARTICLE V1
ALLOCATIONS, ELECTIONS, AND REPORTS
6.1. Profits and Losses,
(a) Except as otherwise provided herein, Profits and Losses of the
Company and all items of tax credit and tax preference shall be allocated among the
Members in accordance with their respective Percentage Interests. In the event the
Percentage Interests vary during any Fiscal Year, Profits and Losses and all items of tax
credit and tax preference for such Fiscal Year shall be allocated among the Members on
a daily basis in accordance with their varying Percentage Interests during the Fiscal Year.
(b) Losses allocated pursuant to this Section 6,1 shall not exceed the
maximum amount of Losses that can be so allocated without causing any Member to have
an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but
not all of the Members would have Adjusted Capital Account Deficits as a consequence
of an allocation of Losses pursuant to this Section 6.1, the limitation set forth in this
Section 6.1 shall be appiied on a Member by Member basis so as to allocate the maximum
possible Losses to each Member under Section 1.704-1(b)(2)(ii)(d) of the Treasury
Regulations.
13

0.2,` 21 i 2CE-2 03: 12 7 0dEE41409 CHILDFQRMS PAGE 16
6.2. Nonrecourse Deductions. Nonrecourse Deductions shall be allocated among
the Members in accordance with their respective percentage Interests.
6.3. Member Nonrecourse Deductions. Any Member Nonrecourse Deductions
shall be specially allocated to the Member who bears the economic risk of loss with
respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions
are attributable in accordance with Treasury Regulations Section 1.704-2(1).
6.4. Allocations Between Transfervr and Transferee. In the event of the Transfer
of all or any part of a Member's Membership Interest (in accordance with the provisions
of this Agreement) at any time other than at the end of a Fiscal Year or the admission of
a new Member (in accordance with the terms of this Agreement), the Transferring Member
or new Member's share of the Company's income, gain, loss, deductions, and credits, as
computed both for accounting purposes and for federal income tax purposes, shall be
allocated between the transferor Member and the transferee Member, or the new Member
and the other Members,. as the case may be, in the same ratio as the number of days in
such Fiscal Year before and after the date of the Transfer or admission; provided,
however, that if there has been a sale or other disposition of the assets of the Company
(or any part thereof) during such Fiscal Year, then upon the mutual agreement of all the
Members (excluding the new Member and the transferring Member), the Company shall
treat the periods before and after the date of the Transfer or admission as separate Fiscal
Years and allocate the Company's net income, gain, net loss, deductions, and credits for
each of such deemed separate Fiscal Years. Notwithstanding the foregoing, the
Company's "allocable cash basis items," as that term is used in Section 706(d)(2)(B) of the
Code, shall be allocated as required by Section 706(d)(2) of the Code and the Treasury
Regulations thereunder.
6.5. Gains from Capital Transactions. Gains from Capital Transactions during any
Fiscal Year shall be allocated as follows:
(a) First, to those Members whose Capital Aunts immediately prior to
the Capital Transaction were negative, in an amount sufficient to increase the Capital
Accounts to zero, but in the event sufficient gain is not recognized to do so, then among
them pro rata in proportion to their negative Capital Accounts;
(b) Second, to the Members in an amount equai to the difference between
the Company Sales Proceeds to be distributed to each of the Members as provided in
Section 7.3 and the Capital Accounts of each respective Member as adjusted (if
necessary) by paragraph (a) above, but in the event sufficient gain is not recognized to do
so, then among the Members in an amount which, when credited to the Capital Accounts
of the Members, results in the Members' Capital Accounts' bearing the same ratio to one
another as the ratio of the distribution of Company Sales Proceeds to each of the
Members, as provided in Section 7.3; and thereafter
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02/21i2002 03:12 7046641409 CHILDFORMS PAGE 19
(c) Any remaining gain shall be allocated among the Members in
- accordance with their respective Percentage Interests as of the date of the Capital
Transaction giving rise to the gain.
6.6. Contributed Propeny and Book -Ups. In accordance with Code Section 704(c)
and the Regulations thereunder, as well as Regulation Section 1.704-1(b)(2)(iv)(d)(3),
income, gain, loss, and deduction with respect to any property contributed (or deemed
contributed) to the Company shall, solely for tax purposes, be allocated among the
Members so as to tape account of any variation between the adjusted basis of the property
to the Company for federal income tax purposes and its Gross Asset Value at the date of
contribution (or deemed contribution). If the adjusted book value of any Company asset
is adjusted as provided herein, subsequent allocations of income, gain, loss, and
deduction with respect to the asset shall take account of any variation between the
adjusted basis of the asset for federal income tax purposes and its adjusted book value
in the manner required under Code Section 704(c) and the Regulations thereunder.
6.7. Minimum Gain Chargeback. If there is a net decrease in Company Minimum
Gain during any Fiscal Year, each Member shall be specially allocated items of Company
income and gain for such year (and, if necessary, subsequent years) in an amount equal
to such Member's share of the net decrease in Company Minimum Gain, determined in
accordance with Treasury Regulation Section 1.704-2(g). Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts required to be
allocated to each Member pursuant thereto. The items to be so allocated shall be
determined in accordance with Treasury Regulations Sections 1.704-2(f) and 1.704-20)(2).
This Section 6.7 is intended to comply with the minimum gain chargeback requirement in
Treasury Regulation 1.704-2(D and shall be interpreted consistently therewith.
6.8. Member Minimum Gain Chargeback. If there is a net decrease in Member
Minimum Gain attributable to a Member Nonrecourse Debt, as defined in Treasury
Regulations Section 1.704-2(l)(4), during any Fiscal Year, each Member who has a share
of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined
in accordance with Treasury Regulations Section 1.704-2(I)(5), shall be specially allocated
items cf Company income and gain for such Fiscal Year (and, if necessary, subsequent
Fiscal Years) in an amount equal to such Member's share of the net decrease in Member
Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance
with Treasury Regulations Section 1.704-2(l)(4) and (5). Allocations pursuant to the
previous sentence shall be made in proportion to the respective amounts required to be
allocated to each Member pursuant thereto. The items to be so allocated shall be
determined in accordance with Treasury Regulations Section 1.704-2(1)(4). This Section
6.8 is intended to comply with the Member Minimum Gain chargeback requirement in
Treasury Regulations Section 1.704(I)(4) and shall be interpreted consistently therewith.
15

02; 21; 2002 03: 12 7046641409 CHILDFMRMS FAGS 20
6.9. Qualif;'ed Income offset if any Member unexpectedly receives an adjustment,
allocation, or distribution as described in Treasury Regulations Section 1.704-
1(b)(2)(ii)(d)(4) through (6) which causes or increases a deficit capital account balance in
such Member's Capital Account (as determined in accordance with such Regulations),
items of Company income and gain shall be specially allocated to each such Member in
an amount and manner sufficient to eliminate, to the extent required by the Treasury
Regulations, the Adjusted Capital Account Deficit of such Member as quickly as possible,
provided that an allocation pursuant to this Section 6.9 shall be made if and only to the
extent that such Member would have an Adjusted Capital Account Deficit after all other
allocations provided for in this Article VI have been tentatively made as if this Section 6.9
were not in the Agreement. This provision is intended to be a ''qualified income offset," as
defined in Treasury Regulation Section 1.704-1(b)(2)(ii)(d), such Regulations being
specifically incorporated herein by reference.
6.10. Gross Income allocation. In the event any Member has a deficit Capital
Account at the end of any Company Fiscal Year which is in excess of the sum of (1) the
amount such Member is obligated to restore and (ii) the amount such Member is deemed
to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations
Sections 1.7C4-2(g)(1) and 1.704-2(1)(5), each such Member shall be specially allocated
items of Company income and gain in the amount of such excess as quickly as possible,
provided that an allocation pursuant to this Section 6,10 shall be made if and only to the
extent that such Member would have a deficit Capital Account in excess of such sum after
all other allocations provided for in this Article VI have been tentatively made as if this
Section 6,10 and Section 6.9 hereof were not in this Agreement.
6.11. Section 754 Adjustment. To the extent an adjustment to the adjusted tax
basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is
required, pursuant to Treasury Regulations Section 1.704-1(b)(2)('iv)(m)(2) or Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining
Capital Accounts as the result of a Distribution to a Member in complete liquidation of its
interest in the Company, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (If the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) and such gain or loss shall be specially allocated to the
Members in accordance with their interests in the Company in the event that Treasury
Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members to whom such
distribution was made in the event that Treasury Regulations Section 1.704-
1(b)(2)(ivl(m)(4) applies.
6.12. Curative Allocations. The allocations set forth in Sections 6.1(b), 6.2, 6.3, 6.7,
6.8, 6.9, 6.10, 6.11 hereof (the "Regulatory Allocations") are intended to comply with
certain requirements of the Treasury Regulations. It is the intent of the Members that, to
the extent possible, all Regulatory Allocations shall be offset either with other Regulatory
Allocations or with special allocations of other items of Company income, gain, loss, or
16

02,'21; 2 E 0 2 03:12 704EE41409 OHILDFORMS PAGE 21
deduction pursuant to this Section 6.12. Therefore, notwithstanding any other provision
of this Article VI (other than the Regulatory Allocations), the Members shall make such
offsetting special allocations of Company income, gain, loss, or deduction in whatever
manner they determine appropriate so that, after such offsetting allocations are made,
each Member's Capital Account balance is, to the extent possible, equal to the Capital
Account balance such Member would have had if the Regulatory Allocations were not part
of the Agreement and all Company items were allocated pursuant to Section 6.1(a). in
exercising their discretion under this Section 6.12, the Members shall take into account
future Regulatory Allocations under Sections 6.7 and 6.8 that, although not yet made, are
likely to offset other Regulatory Allocations previously made under Sections 6.2 and 6.3_
6.13. Compliance with Treasury Regulations. The above provisions of this Article
VI notwithstanding, it is specifically understood that the Members may make such
elections, tax allocations, and adjustments, including amendments to this Agreement, as
the Members deem necessary or appropriate to maintain to the greatest extent possible
the validity of the tax allocations set forth in this Agreement, particularly with regard to
Treasury Regulations under Code Section 704(b).
6.14. Tax Withholding. The Company shall be authorized to pay, on behalf of any
Member, any amounts to any federal, state, or local taxing authority, as may be necessary
for the Company to comply with tax withholding provisions of the Code or the North
Carolina General Statutes or other income tax or revenue taws of any taxing authority. To
the extent the Company pays any such amounts that it may be required to pay on behalf
of a Member, such amounts snail be treated as a cash Distribution to such Member and
shall reduce the amount otherwise distributable to such Member.
ARTiCi_E Vli
DISTRIBUTIONS
7A Company Cash Flow. Company Cash Row for each taxable year of the
Company shall be distributed to the Members in proportion to their Percentage Interest no
later than seventy-five (75) days after the end of the Fiscal Year.
7.2. Capital Proceeds. Capital Proceeds shall be distributed and applied by the
Company in the following order and priority:
(0 to the payment of all expenses of the Company incident to the Capital
Transaction; then
(ii) to the payment of debts and liabilities of the Company then due and
outstanding (including all debts due to any Member); then
17

02/21!2EIK 03: i2 704EE41409 GHILDFORNS PACE 22
to the estabiish;ment of any reserves which the Members deem
necessary for liabilities or obligations of the Company, then
(iv) the balance shall be distributed as follows:
(a) to the Members in proportion to their Adjusted Capital
Contributions, until their remaining Adjusted Capital Contributions have been paid in full;
(b) if any Member has a positive Capital Account after the
distributicns made pursuant to this Section 7.2 and before any further allocation of Profit
pursuant to Section 6.5(c), to those Members in proportion to their Positive Capital
Accounts; then
(c) the balance, to the Members in proportion to their Percentage
Interests.
7.3. Distributions in Liqu;dation. Upon liquidation of the Company, all of the
Property shall be sold as provided in Section 10.2 and Profits and Losses allocated
accordingly. Proceeds from the liquidation of the Company shall be distributed in
accordance with the provisions of Section 10.2.
7.4. Limitation upcn 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.
ARTICLE Vlll
TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS
8.1. Restrictions on Transfer. Without the prior written consent of a Majority in
Irterest of the Disinterested Members (which consent may be giver's or withheld in their
sole discretion), (a) no Member may voluntarily or involuntarily Transfer, or create or suffer
to exist any Encumbrance against, all or any part of such, Member's record or beneficial
interest in the Company and (b) no Person may be admitted to the Company as a Member,
Except for withdrawals in connection with a Transfer of a Membership Interest permitted
by this Agreement, no Member may withdraw from the Company without the consent of a
Majority in Interest of the Disinterested Members,
3.2. Conditions Precedent fo Transfers. Any purported Transfer or Encumbrance
otherwise complying with, Section 8.1 will be ineffective until the transferor and the
proposed transferee furnish to the :,ompany the instruments and assurances the Members
may request, including, without limitation, if requested, an opinion of counsel satisfactory
to the Company that the interest In the Company being Transferred or Encumbered has
been registered or is exempt from registration under the Securities Act of 1933, as
18

02/21,2C62 93:12 7046641409 CHILDFORM9 PAGE 23
amended (the "Securities Act"), arid applicable state securities laws. No Transfer or
Encumbrance will be effective if it would result in the "termination" of the Company under
Section 708 of the Code unless all of the Members give their prior written consent to the
Transfer or Encumbrance.
8.3. Substituted Members. No assignee or transferee of a Membership Interest
shall be admitted as a substituted Member of the Company unless, in addition to
compliance with the conditions set forth €n Sections 8.1 and 8.2, all of the following
conditions are satisfied:
(a) The assignee has executed and delivered all documents deemed
appropriate by the Company to reflect the assignee's admission to the Company and its
agreement to be bound by this Agreement;
(b) A Majority in Interest cf the Disinterested Members shall have
consented in writing to such substitution, the granting or denial of which shall be in the
sale discretion of such Disinterested Members; and
(c) Payment has been made to the Company of all casts and expenses
of admitting any such transferee or assignee as a substituted Member.
8.4. Rights of Transferee. Unless admitted to the Company in accordance with
Secticn 8.3, the transferee of a Membership Interest or a part thereof shall not be entitled
to any of the rights, powers, or privileges of its predecessor in interest, except that it shall
be entitled to receive and be credited cr debited with its proportionate share of Profits,
Losses, Gains from Capital Transactions, Company Cash Flow, Company Sales Proceeds,
Company Refinancing Proceeds, and Distributions in liquidation.
8.5 Special Transfer of Death,. Notwithstanding restrictions on transfers set forth
in this Article VIII, Harold A. Layne, Jr. or Carl A, Peggs may transfer at death his
Membership Interest in the Company to his wife and/or his issue without the consent of any
other Member. The transferee(s) shall be admitted as a substituted Member of the
Company upon such transferee executing and delivering all documents deemed
appropriate by the Company to reflect the transferee's admission to the Company and the
transferee's agreement to be bound by this ,Agreement. Upon such admission, the
transferee of a Membership Interest shall be entitled to all of the rights, powers and
privileges of the predecessor in interest.
ARTICLE IX
BUY -SELL
9.1. Buy -Sell. Each of the following events shall constitute a "Buy -Sell Event" for
purposes of this Agreement:
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02; 21/2H2 03: 12 7046641409 CHILDFQP'ME PAGE 24
(a) The death, declaration of legal incompetence, or dissolution and
winding up of a Member;
(b) A judicial determination of the insolvency of any Member;
(c) Any filing of a petition or suit under the bankruptcy laws by or against
a Member that is not dismissed within sixty (60) days;
(d) Any purported voluntary or involuntary Transfer or Encumbrance of
all or any part of a Member's Membership Interest in a manner not expressly permitted by
this Agreement;
(e) Any material breach of this Agreement by a Member which is not cured
within ten (10) days after the Company delivers written notice of such breach to the
Melrnber;
(f) Any instance in which the spouse of a Member commences against
a Member, or a Member is named in, a Domestic Proceeding; or
(g) Any withdrawal by a Member from the Company other than as may be
expressly permitted by this Agreement.
9.2. Buy -Sal! Notice. Upon the occurrence of a Buy -Sell Event, the Member to
J whom such event has occurred (the "Withdrawing Member"), or its executor, administrator,
or other legal representative in the event of death or declaration of legal incompetency,
shalt give notice of the Buy -Sell Event (the "Buy -Sell Notice") to the other Members within
ten (10) days after its occurrence. If the Withdrawing Member fails to give the Buy -Sell
Notice, any other Member (other than a Withdrawing Member) may give the notice at any
time thereafter and by so doing commence the buy -sell procedure provided for in this
Article IX.
9.3. ! ember's Purchase Option. Upon the occurrence of a Buy -Sell Event, each
of the Members, except the Withdrawing Member and any other Withdrawing Member,
shall have an option to purchase (the "Purchase Option") the Withdrawing Members,
Membership interest at Closing on the terms and conditions set forth in this Article IX. This
right will be allocated among the Members who elect to purchase (the "Purchasing
Members") in the proportion they mutually agree upon, or, in the absence of agreement,
in the ratio that each of the Purchasing Member's Percentage interest bears to the
aggregate Percentage Interests of all Purchasing Members. The Purchasing Members
must give notice of their election to exercise their Purchase Option to the Withdrawing
Member and ail other Members within thirty (30) days following delivery of the Buy -Sell
Notice.
20

e72r2Ii2F@2 03:1: �0a6641�09 7 CHILDFORMS PAGE 25
.9.4. Assignment of Purchase Option. If, at the occurrence of a Buy -Sell Event,
there exist only two (2) then -current Members (including the Withdrawing Member), the
Member that is not withdrawing sha!i have the option during the thirty (30) day period set
forth in Section 9,3 to assign all or a part of its Purchase Option to any Person other than
the Withdrawing Member (the "Purchase Option Assignee") by notifying the Withdrawing
Member and the Company of such assignment in writing. After delivery of such notice, the
Purchase Option Assignee shall have the option to purchase the Withdrawing Member's
Membership Interest (to the extent so assigned) on the same terms and conditions as
would apply to the Member from which the Purchase Option was assigned; provided,
however, that the Purchase Option Assignee shall not have the rights of assignment set
forth in this Section 9.4. Notwithstanding any other provision of Article Vlil or this Article
iX, any Purchase Option Assignee which exercises its Purchase Option, as provided
herein, (i) shall only have those rights as specified in Section 8.4 above; (ii) shall not be
admitted as a Substitute Member without full compliance with Section 8.3; and (iii) shall be
subject to the Buy -Sell restrictions imposed under this Article IX. In the event the Purchase
Option Assignee does not exercise the Purchase Option, the Purchase Option Assignee
shall have no farther rights under this Agreement.
9.5. Agreement on Valuation. Unless otherwise agreed in writing by the
purchaser(s) and seller within sixty (50) days of the receipt of a Buy -Sell Notice, the
purchase price for the Withdrawing Member's Membership Interest shall be determined
by a singie appraisal of the value of Withdrawing Member's Membership interest, as of the
date the Buy -Sell Event occurs, made by an appraiser agreed upon by the purchaser(s)
w and seller, which appraisal shall be final. If the parties cannot agree on a single appraiser.
the purchase price shall be determined by three appraisers, one selected by the
purchaser(s), one selected by the seller, and the third selected by the two appraisers. The
value determined as of the date of the Buy -Sell Event by a majority of the appraisers will
be final. The costs of appraisal shall be borne equally between the purchaser(s) as a
group and the seller. The purchase price to be paid for the Withdrawing Member's
Membership interest will be reduced by the amount of any Distributions made by the
Company to the Withdrawing Member from the date the Buy -Sell Event occurred with
respect to the Withdrawing Member to the Closing.
9.6. Closing. The closing (the "Closing") of the purchase of any Membership
interest pursuant to this Article IX shall take place on the date agreed upon by the
purchaser(s) and seller, but not later than ninety (90) days after the delivery of the Buy -
Sell Notice. The purchase price for each Membership Interest being purchased will be
payable in full in cash at Closing. The purchase price will bear interest from the date of the
occurrence of the Buy -Sail Event until Closing at an interest rate equal to the prime rate
of interest charged by Wachovia Bank, N.A., last published prior to the occurrence of the
Buy -Sell Event_ Upon payment of the purchase price, the Member selling its Membership
Interest shall execute and deliver such assignments and other instruments as may be
reasonably necessary to evidence and carry out the transfer of such Membership interest
21

02!21i2002 03.12 7046E41409 CHiLDFORNS PAGE 26
to the purchaser(s). In connection with the sale of any Membership Interest under this
Article IX, unless otherwise agreed by the purchaser(s) and seller, the purchaser(s) will
assume the seller's allocable portion of Company obligations to the extent related to the
transferred interest as well as the seller's individual obligations to the extent related to the
transferred interest, other than income tax liabilities of the seller. Notwithstanding any
other provision of Article VIiI or this Article IX, any transferee, assignee, or purchaser of
a Member's interest, as provided herein, shall only. have those rights as specified in
Section 8.4 above, and shall not be admitted as a substitute Member without full
compliance with Section 8.3.
9.7. Effect of the Rule Against Perpeiudies, Notwithstanding any other prevision
of this Agreement, all options and rights to purchase or sell created by this Agreement
shall expire cin the later of (a) twenty-one (21) years after the death of the last remaining
child, living as of the date of this Agreement, of any Member who is a member of the
Company at the time of its organization, or (b) twenty-one (21) years after the death of the
last to die of the individual Members whc are members of the Ccmoany at the time of its
organization.
9.8. Effect on Withdrawing Member's Interest. From the date of the occurrence
of the Buy -Sell Event to the earlier of (i) ninety (90) days after the delivery of the Buy -Sell
Notice, or (ii) the date of the transfer of the Withdrawing Member's Membership Interest
at Glowing under this Article !X, the Percentage interest represented by the Withdrawing
Member's Membership Interest will be excluded from any calculation of aggregate
Percentage interests for purposes of any approval required of Members under this
Agreement. Without limiting the generality of any other provision of this Agreement, upon
the exercise of the Purchase Option, the Withdrawing Member, without further action, wili
have no rights in the Company or against the Company or any Member other than the right
?o receive payment for its Membership Interest in accordance with this Article IX.
9.9. Failure to Exercise Purchase Option. In the event the Members or purchase
Option Assignee, if any, do not exercise their Purchase Options, the Withdrawing Member
or its executor, administrator, or other legal representative in the event of death or
deciaraticn of legal incompetency; may transfer its economic rights in the Membership
Interest of the Withdrawing Member to any Person; provided, however that any transferee
of the Withdrawing Member's Membership interest, as provided herein, (i) shall only have
those rights as specified in Section 8.4; (ii) shall not be admitted as a substitute Member
without full compliance with Section 8.3; and (iii) shall be subject to the buy -sell restrictions
imposed under this Article IX.
9.10. Special Option of Wives. In the event that the wife of either Harold A. Layne,
Jr. or Carl A. Peggs becomes a Member of the Company after the death of the respective
husband, it is the intent of current Members that such wife be able to continue as a
Member for an indefinite period of time and enjoy the fruits of such Membership. It is
22

02/21;'270K @3:12 704EE41409 CHILBPORM9 PAGE 2
further the intent of the present Members that should a wife wish to have her Membership
Interest in the Company liquidated, that she be able to accomplish that either through a
sale of such Membership Interest to the remaining Members or through a dissolution of the
Company and a sale of her portion of the proceeds. of the Company distributed to her in
the liquidation. Thus, a wife shall have the right to issue a buy -sell notice to the other
Members as is set forth in Section 9.2 above, The Members shall proceed through the
provisions of this Article 1X to determine if the other Members are willing to purchase the
Membership Interest of the wife. In the event that the wife's Membership Interest is
purchased using the procedures of this Article IX, then the intent of the current Members
shall be fulfilled when the wife's Membership Interest is liquidated. In the event that the
remaining Members do nct purchase the wife's Membership Interest hereunder as
provided in this Article IX, such failure on the part of the Members to purchase the wife's
Membership Interest shall give rise to an option en the part of the wife to effect a
dissolution and liquidation of the Company as authorizea under Section 10.1 (f).
ARTICLE X
DISSOLUTION AND LIQUIDATION OF THE COMPANY
101. Dissolution Events. The happening of an event of withdrawal with respect to
a Member shall not cause the dissolution of the Company. The Company will only be
dissolved upon the happening of any of the following events:
(a) All or substantially all of the assets of the Company are sold,
_ exchanged, or otherwise transferred (unless the Members have elected to continue the
business of the Company pursuant to Section 10.2 hereof);
(b) All Members sign a document stating their election to dissolve the
Company;
(c) The entry of a final judgment, order, or decree of a court of competent
jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of
the period, if any. allowed by applicable law in which to appeal;
(d) The expiration of the term of the Company as set forth in Section 1.6;
or
(e) The entry of a decree of judicial dissolution or the issuance of a
certificate for administrative dissolution under the Act.
(f) The failure of Members to purchase the Membership interest of a wife
of Harold A. Rayne, Jr. or Carl A. Peggs as envisioned by Section 9.10 of this Agreement.
0*1

a21211=e02 03:12 7046641409 CHILDFCRMS PAGE 28
10.2. Liquidation, upon the happening of any of the events specified in Section
10.1, the Members, or any liquidating trustee elected by a Majority in Interest of the
Members, will commence as promptly as practicable to wind up the Company's affairs
unless the Members or the liquidating trustee (either, the "Liquidator") determines that an
immediate liquidation of Company assets would. cause undue loss to the Company, in
which event the liquidation may be deferred for a time determined by the Liquidator to be
appropriate. Assets of the Company may be liquidated or distributed in kind, as the
Liquidator determines to be appropriate. The Members will continue to share Company
Cash Flow, Profits, and Losses during the period of liquidation in the manner set forth in
Articles Vi and VII of this Agreement. The proceeds from liquidation of the Company,
including repayment of any debts of Members to the Company, and any Company assets
that are not sold in connection with the liquidation will be applied in the following order of
priority:
(a) To payment of the debts and satisfaction of the other obligations of
the Company, including, without limitation, debts and obligations to Members;
(b) To the establishment of any reserves deemed appropriate by the
Liquidator for any liabilities or obligations of the Company, which reserves will be held for
the purpose of paying liabilities or obligations and, at the expiration of a period the
Liquidator deems appropriate, will be distributed in the manner provided in Section 10.2(c);
and thereafter
(c) To the payment to the Members of the positive balances in their
respective Capital Accounts, pro rata, in proportion to the positive balances in these
Capital Accounts after giving effect to all allocations under .Article VI and all Distributions
under Article Vil for all prior periods, including the period during which the process of
liquidation occurs.
10.3. Articles of Dissolution. Upon the dissolution and commencement of the
winding up of the Company, the Members shall cause Articles of Dissolution to be
executed on behalf of the Company and filed with the Secretary of State, and the Members
shall execute, acknowledge, and file any and all other instruments necessary or
appropriate to reflect the dissolution of the Company.
ARTICLEXI
MISCELLANEOUS
11.1. Records. The records of the Company will be maintained at the Company's
principal place of business or at any other place the Members select, provided the
Company keeps at its principal place of business the records required by the Act to be
maintained there. Appropriate records in reasonable detail will be maintained to reflect
inccme tax inforrnatien for the Members. Each Member, at its expense, may inspect and
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02,121/2'DE2 03:34 70d6641409 OHILDFORMS FACE 01
make copies of the records maintained by the Company and may require an audit of the
backs of account maintained by the Company to be conducted by the independent
accountants for the Company.
11.2. Reserves. The Members may cause the Company to create reasonable
reserve accounts to be used exclusively to fund Company operating deficits and for any
other valid Company purpose. The Members shall in their sole discretion determine the
amount of payments to such reserve accounts.
11.3. Notices. Any notice or other communication required by this Agreement must
be in writing. Notices and other communications will be deemed to have been given when
delivered by hand or dispatched by means of siect, anic facsimile transmission or
nationally recognized air courier, or on the third business day after being deposited in the
United States mail, postage prepaid. In, each case, notice hereunder shall be addressed
to the Member to whom the notice is intended to be given at its address set forth on
Schedule I to this Agreement or, in the case. of the Company, to its principal place of
business, A Member may change its notice address by notice in writing to the Company
and to each other Member given in accordance with this Section 11,3.
11.4. Amendments. This Agreement and the Articles of Organization may be
amended onfy by the written consent of a Majority in interest of the Members, provided,
however, that any provision of this Agreement requiring the consent, approval, or action
of more than a Majority in interest of the Members (or any provision of the Articles of
Organization effecting any such provision of this Agreement) may be amended or waived
onlf by a written action signed by the Members holding the required percentage of
Membership Interests,
11.5. Additional Documents. Each party hereto agrees to execute and
acknowledge all documents and writings which the Members may deem necessary or
expedient in the creation of the Company and the achievement of its purposes, including,
but not limited to, the Articles of Organization and any amendments or cancellation thereof.
11.6. Representations of Members. Each Member represents and warrants to the
Company and every other Member that it (i) is fully aware of, and is capable of bearing,
the risks relating to an investment in the Company; (il) understands that its interest in the
Company has not been registered under the Securities Act or the securities law of any
Jurisdiction in reliance upon exemptions contained in those laws; and (61) has acquired its
interest in the Company for its own account, with the intention of holding the interest for
investment and without any intention of participating directly or indirectly in any
redistribution or resale of any portion of the interest in violation of the Securities Act or any
applicable law.
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O?f 21; '24H2 03: 34 70d6641409 CHILDFORME PAGE 012
rt
11.7. Domestic Proceeding. Any Member named in a Domestic Proceeding shall
disclose in any fist of assets compiled in connection with such proceeding a statement to
the effect that such Member's Membership Interest in the Company is subject to certain
rights of the other Members under the terms of this Agreement.
11.8. Survival of Rights. Except as provided herein to the contrary, this Agreement
shall be binding upon and inure to the benefit of the parties, their successors and assigns.
11.9. Interpretation and Goveming Law. When the context in which words are used
in this Agreement indicates that such is the intent, words in the singular number shall
include the plural and vice versa. The masculine gender shall include the feminine and
neuter. The Article and Section headings or titles shall not define, limit, extend, or interpret
the scope of this Agreement or any particular Article or Section, This Agreement shall be
governed and construed in accordance with the laws of the State of North Carolina without
giving effect to the conflicts of laws provisions thereof.
11.10. Severability. If any provision, sentence, phrase, or word of this
Agreement or the application thereof to any person or circumstance shall be held invalid;
the remainder of this Agreement, or the application of such prevision, sentence, phrase,
or word to Persons or circumstances, other than those as to which it is held invalid, shall
not be affected thereby.
11.11. Agreement in Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same instrument. In addition, this Agreement may contain more
than one counterpart of the signature pages and this Agreement may be executed by the
affixing of the signatures of each of the Members to one of such counterpart signature
pages; all of such signature pages shall be read as though one, and they shall have the
same force and effect as though all of the signers had signed a single signature page.
11.12. Tax Matters Partner. For purposes of this Agreement, the Members
shall designate one Member as the Tax Matters Partner as required by the Code and
Treasury Regulations.
11,13. Creditors Not Benefited. Nothing in this Agreement is intended to
benefit any creditor of the Company or of any Member. No creditor of the Company or of
any Member will be entitled to require the Members to solicit or accept any loan cr
additional capital contribution for the Company or to enforce any right which the Company
br any Member may have against a Member, whether arising under this Agreement or
otherwise.
IN WITNESS WHERECF, the undersigned, being all of the initial Members
of the Company, have caused this Agreement to be duly adopted by the Company as cf
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02J21f2e02 03:34 704E641409 CHILDFORMS PAGE 03
the "4 day of , 2001, and do hereby assume and agree to be bound
by and to perform all oy1he terms and provisions set forth in this Agreement.
[ti:[401911 T;T3L
TOP PROPERTIES, LLC
old A. La ne, Jr.,4vaA ge
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02121i'200'2 03:34 700E641409 �:FiIE_�F©RMS P��E 0G
: - r
Name and Addresses
— _ Of Memberz
Harold A. Layne, Jr.
P. O. Sox 26
Carolina Beach, NC 28428
Carl A. Paggs
106 Wisteria ` ane
Mooresville. NC 28117
SCHEDULEI
Initial Capital
Contr' ution
O
Membemhin Interest
50°0
50%
OTALS $ /Or aoa 100"0
28