SW8090511_HISTORICAL FILE_20130719

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 0°l OSII
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2_o%3 o"l Iq
YYYYMMDD

IMCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Pat McCrory Thomas A. Reeder
Governor Acting Director
July 19, 2013
Darcy Trufyn, Sr. VP, Operations, Construction & Engineering
CPI USA North Carolina, LLC
PO Box 10836
Southport, NC 28461-3155
AND
Rodney Gaddy, VP Administrative Services
Duke Energy Progress, Inc., dba Duke Energy Progress
550 South Tryon Street (Mail Code DEC45A)
Charlotte, NC 28202
Subject: State Stormwater Management Permit No. SW8 090511
Southport Plant Expansion NC Emission Control Project
High Density Sand Filter Project
Brunswick County
Dear Messrs. Trufyn and Gaddy:
John E. Skvarla, III
Secretary
The Wilmington Regional Office received a complete State Stormwater Management Permit
Application for Southport Plant Expansion NC Emission Control ProjecYonJuly 12, 2013. Staff
review of the plans and specifications has determined that the project, as proposed, will comply
with the Stormwater Regulations set forth in Session Law 2008-211 and Title 15A NCAC
2H.1000. We are forwarding Permit No. SW8 090511, dated July 19, 2013, for the construction,
operation and maintenance of the BMP's and built -upon area associated with the subject
project.
This permit shall be effective from the date of issuance until July 19, 2021, and shall be subject
to the conditions and limitations as specified therein. The designated permit holder, CPI USA
North Carolina, LLC, shall be responsible for meeting the conditions and limitations specified
therein. Please pay special attention to the conditions listed in this permit regarding the
Operation and Maintenance of the BMP(s), certification of the BMP's, procedures for changing
ownership of the permit, transferring the permit, and renewing the permit. Failure to establish
an adequate system for operation and maintenance of the stormwater management system, to
certify the BMP's, to transfer the permit, or to renew the permit, will result in future compliance
problems.
Please be aware that it is the responsibility of the permit holder, CPI USA North Carolina, LLC,
to notify DWQ of any changes in ownership and request an ownership/name change for the
stormwater permit. However, if the lease agreement or contract between CPI USA North
Carolina, LLC, and Duke Energy Progress, Inc., dba Duke Energy Progress is dissolved,
cancelled or defaulted, and DWQ is not notified by CPI USA North Carolina, LLC, to transfer the
permit, then the responsibility for permit compliance reverts back to the property owner. As the
property owner, Duke Energy Progress, Inc., dba Duke Energy Progress must notify DWQ
immediately of the permit ownership change and submit a completed Name/Ownership form to .
DWQ within 30 days. Otherwise Duke Energy Progress, Inc., dba Duke Energy Progress, will be
operating a stormwater treatment facility without a valid permit. This is a violation of NC
General Statute 143-215.1 and may result in appropriate enforcement action including the
assessment of civil penalties of up to $25,000 per day, being taken against the property owner,
Duke Energy Progress, Inc., dba Duke Energy Progress.
Wilmington Regional Once
127 Cardinal Drive Extension, Wilmington, North Carolina 28405
OIffiCardliDa
Phone: [phone] \ FAX: M-350-20041 DENR Assistance: 1-877-623-6748
Internet: www.ncwaterquality.org
.
V,Avtu u!'444/
If-I�KL'ass
An Equal Opportunity l Affirmative Acton Employer
�/

State Stormwater Management Systems
Permit No. SW8 090511
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.
If you have any questions, or need additional information concerning this matter, please contact
Linda Lewis, at [phone].
Sinc rely,
5;� Thomas .. R�eeder�w
GDS/arl: S:\WQS\Stormwater\Permits & Projects\2009\090511 HD\2013 07 permit 090511
cc: Ted White, P.E., RTP Environmental Associates, Inc.
Wayne Strickland, City of Southport Inspections
Brunswick County Engineering
Wilmington Regional Office Stormwater File
- - Page 2 of 9

State Stormwater Management Systems
Permit No. SW8 090511
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY COMMERCIAL 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
CPI USA North Carolina, LLC
Southport Plant Expansion — NC Emissions Control Project
1281 Powerhouse Drive, Southport, Brunswick County
FOR THE
construction, operation and maintenance of one (1) sand filter in compliance with
Session Law 2008-211 and the provisions of 15A NCAC 2H .1000 (hereafter collectively
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 July 19, 2021, and shall be
subject to the following specified conditions and limitations:
I. DESIGN STANDARDS
1. 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 in Section 1.7 of this permit.
3. The application form, supplement forms, approved plans and specifications for
this project are incorporated by reference and are enforceable parts of the
permit.
4. All stormwater collection and treatment systems must be located in either
dedicated common areas or recorded easements. The final plats for the project
will be recorded showing all such required easements, in accordance with the
approved plans.
5. The project shall maintain a 50' wide vegetated buffer adjacent to surface waters,
measured horizontally from and perpendicular to the normal pool of impounded
structures, the top of banks of each side of rivers and streams and the mean high
water line of tidal waters.
6. All runoff being directed into wetlands shall flow into and through those wetlands
at a non -erosive velocity of 2 fps or less.
Page 3 of 9

State Stormwater Management Systems
Permit No. SW8 090511
7. The following design elements have been approved for this sand filter stormwater
facility, and must be provided in the system at all times.
a. Drainage Area, acres:
Onsite, ft2:
Offsite, ft2:
b. Total Impervious Surfaces, ft2:
Buildings, ft2:
Roads/Parking, ft2:
Other, ft2: ng, Existift2:
C. Design Storm, inches:
d. Sediment Chamber Depth, feet:
e. Sand Chamber Depth, feet:
f. Sediment Chamber Bottom Elev. fmsl:
g. Sand Chamber Bottom Elev., fmsl:
h. Sediment Chamber Surface Area, ft2:
i. Sand Chamber Surface Area, ft2:
j. Weir Elevation between chambers, fmsl:
k. Offline Bypass Elevation, fmsl:
I. Top of Sand Elevation, fmsl:
m.. Maximum Head on Filter, feet:
n Permitted Storage Volume, ft3:
o. Underdrain Diameter, inches:
p. Time to Draw Down, hours:
q. Seasonal High Water Table, FMSL:
r. Receiving Stream / River Basin:
s. Stream Index Number:
t. Classification of Water Body:
II. SCHEDULE OF COMPLIANCE
4.26
185,490
0
71,625
0
40,287
981
30,357
1.5
2.7 (bypass to weir)
2.75 (bypass to top of sand)
20.9
20.9
1,296
1,296
22.45
25.15
22.40
2.7
6,998
6 " 0 (0.42 cfs w/FOS=8)
<40
21.75
Atlantic Ocean / CFP00
99-(2)
"SB"
A copy of the lease agreement that outlines CPI USA North Carolina, LLC
responsibilities for this stormwater system, must be kept with the permit and
maintenance activity records.
It is the responsibility of the permit holder, CPI USA North Carolina, LLC, to notify
DWQ of any changes in ownership and request an ownership/name change for
the stormwater permit. If the lease agreement or contract between CPI USA
North Carolina, LLC, and Duke Energy Progress, Inc., dba Duke Energy
Progress is dissolved, cancelled or defaulted, and DWQ is not notified by CPI
USA North Carolina, LLC, to transfer the permit, then the responsibility for permit
compliance reverts back to the property owner. As the property owner, Duke
Energy Progress, Inc., dba Duke Energy Progress must notify DWQ immediately
of the permit ownership change and submit a completed Name/Ownership form
to DWQ within 30 days. Otherwise Duke Energy Progress, Inc., dba Duke
Energy Progress, will be operating a stormwater treatment facility without a valid
permit. This is a violation of NC General Statue 143-215.1 and may result in
appropriate enforcement action including the assessment of civil penalties of up
to $25,000 per day, being taken against the property owner, Duke Energy
Progress, Inc., dba Duke Energy Progress.
3. No person or other legal entity shall alter the approved stormWater management
system, or fill in, alter, or pipe any drainage feature, including swales, shown on
the approved plans as part of the stormwater management system, unless and
until the permittee submits a modification to the permit and receives approval
from the Division.
Page 4 of 9

State Stormwater Management Systems
Permit No. SW8 090511
4. The permittee is responsible for verifying that the proposed built -upon area for
the entire project does not exceed the allowable built -upon area.
5. 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.
6. 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.
During construction, erosion shall be kept to a minimum and any eroded areas of
the system will be repaired immediately. Infiltration systems should not be used
as erosion control devices, due to the potential clogging. 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.
8. 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 the approved plans, regardless of size.
b. Redesign or addition to the approved amount of built -upon area.
c. Further subdivision, acquisition, or sale of all or part of the project area.
d. Filling in, altering, or piping of any vegetative conveyance shown on the
approved plan.
9. The Director may determine that other revisions to the project should require a
modification to the permit.
10. 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.
11. The permittee shall at all times provide the operation and maintenance
necessary to assure that all components of the permitted stormwater system
function 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.
d. Immediate repair of eroded areas.
e. Maintenance of side slopes in accordance with approved plans and
specifications.
f. Debris removal and unclogging of filter media, bypass structures, orifice,
catch basins and piping.
g. Access to all components of the system must be available at all times.
Page 5 of 9

State Stormwater Management Systems
Permit No. SW8 090511
12. 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.
13. Permanent seeding requirements for the stormwater control must follow the
guidelines established in the North Carolina Erosion and Sediment Control
Planning and Design Manual.
14. Prior to transfer of the permit, the stormwater facilities will be inspected by DWQ
personnel. The facility must be in compliance with all permit conditions. Any
items not in compliance must be repaired or replaced to design condition prior to
the transfer. Records of maintenance activities performed to date will be
required.
15. The facilities must be constructed in accordance with the conditions of this
permit, the application, approved plans and specifications, and other supporting
data.
III. GENERAL CONDITIONS
This permit is not transferable to any person or entity except after notice to and
approval by the Director. The permittee shall submit a completed and signed
Name/ownership Change Form, accompanied by the supporting documentation
as listed on the form, to the Division of Water Quality at least 60 days prior to any
one or more of the following events:
a. An ownership change including the sale or conveyance of the project area in
whole or in part;
b. Bankruptcy;
c. Foreclosure;
d. Dissolution of the partnership or corporate entity;
e. A name change of the current permittee;
f. A name change of the project;
g. A mailing address change of the permittee;
2. The permittee is responsible for compliance with all of the terms and conditions
of this permit until such time as the Director approves the transfer request.
Neither the sale of the project area in whole or in part, nor the conveyance of
common area to a third party, constitutes an approved permit transfer.
3. Any individual or entity found to be in noncompliance with the provisions of the
stormwater permit or the stormwater rules, is submit to enforcement action in
accordance with North Carolina General Statute 143, Article 21.
4. 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..
5. In the event that the facilities fail to perform satisfactorily, 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.
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.
7. Permittee grants permission to staff of the DWQ to access the property for the
- purposes of inspecting the stormwater facilities during normal business hours.
Page 6 of 9 - - - - -

State Stormwater Management Systems
Permit No. SW8 090511
8. The permittee shall submit a permit renewal application and processing fee at
least 180 days prior to the expiration date of this permit.
9. A copy of the approved plans and specifications shall be maintained on file by
the Permittee at all times.
Permit issued this the 19th day of July 2013.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
Division of Water Quality
By Authority of the Environmental Management Commission
Page 7 of 9

State Stormwater Management Systems
Permit No. SW8 090511
Southport Plant Expansion -NC Emission Control Project Page 1 of 2
Stormwater Permit No. SW8 090511
Brunswick County
Designer's Certification
I, , as a duly registered in
the State of North Carolina, having been authorized to observe (periodically/weekly/full
time) the construction of the project,
(Project)
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 are a part of this Certification.
Noted deviations from approved plans and specifications:
Signature
Registration Number
Date
SEAL
Page 8 of 9

State Stormwater Management Systems
Permit No. SW8 090511
Certification Requirements: Page 2 of 2
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. All roof drains are located such that the runoff is directed into the system.
5. The sand filter elevations are per the approved plan.
6. The sand filter is located per the approved plans.
7. A trash rack is provided on the outlet/bypass structure.
8. For open sand filters, all slopes are grassed with permanent vegetation.
9. Vegetated slopes are no steeper than 3:1.
10. The inlets are located per the approved plans and do not cause short-
circuiting of the system.
11. The permitted amounts of surface area and/or volume have been
provided.
12. Required drawdown devices are correctly sized and located per the
approved plans.
13. All required design depths are provided.
14. All required parts of the system are provided, such as a vegetated shelf, a
forebay, and the vegetated filter.
15. The required dimensions of the system are provided, per the approved
plan.
cc: NCDENR-DWQ Regional Office
Wayne Strickland, Town of Southport Building Inspections
- Page 9-of 9-

DWQ USE ONLY
Date Received
Fee Paid
Permit Number
&-T743 ?- 24
° 40EMZ, I
I 5W 80905/
Applicable Rules: ❑ Coastal SW -1995 Xcoastal SW - 2008 Cl Ph 11- Post Construction
(select all that apply) ❑ Non -Coastal SW- HQW/ORW Waters ❑ Universal Stormwater Management Plan
❑ Other WQ MgLnt Plan:
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STORMWATER MANAGEMENT PERMIT APPLICATION FORM
This form may be photocopied for use as an original
I. GENERAL INFORMATION
1. Project Name (subdivision, facility, or establishment name - should be consistent with project name on plans,
specifications, letters, operation and maintenance agreements, etc.):
Southport Plant Expansion -North Carolina Emission Control Project
2. Location of Project (street address):
City: Southport County: Brunswick Zip: 28461-3155
3. Directions to project (from nearest major intersection):
From NC 211 & NC 87, go N. on NC 87, take R. on labbertown Rd Se, take L. on E. Leonard St., take L.
on Cogentrix Ave. and follow to industrial plant
® 4. Latitude:33° 56' 34" N Longitude:78* 0' 30" W of the main entrance to the project.
II. PERMIT INFORMATION:
1. a. Specify whether project is (check one): ®New ❑Modification ❑ Renewal w/ Modificationt
tRenetaals with modifications also requires SWU-102 - Renewal Application Fonn
b.If this application is being submitted as the result of a modification to an existing permit, list the existing
permit number not applicable , its issue date (if known) ; and the status of
construction: ❑Not Started ❑Partially Completed* ❑ Completed* *provide a designer's certification
2. Specify the type of project (check one):
❑Low Density ®High Density ❑Drains to an Offsite Stormwater System ❑Other
3. If this application is being submitted as the result of a previously returned application or a letter from DWQ
requesting a state stormwater management permit application, list the stormwater project number, if
assigned, not applicable and the previous name of the project, if different than currently
proposed, not applicable
4. a. Additional Project Requirements (check applicable blanks; information on required state permits can be
obtained by contacting the Customer Service Center at 1-877-623-6748):
❑LAMA Major ®Sedimentation/Erosion Control: 11 ac of Disturbed Area
❑NPDES Industrial Stormwater ❑404/401 Permit: Proposed Impacts
b.If any of these permits have already been acquired please provide the Project Name, Project/Permit Number,
issue date and the type of each permit: Project Name: Southport Plant Expansion; Permit Number:
NCGO10000 (Construction Activities); Issue Date: 5/26/2009; Tvpe: NPDES General Storm Water Permit
5. Is the project located within 5 miles of a public airport? [-]No ®Yes
If yes, see S.L. 2012-200, Part VI: ht ortal.ncdenr.or web w ws su sta s roles laws
®
JUL 12 2013
Form SWU-101 Version 06Aug2012 Pagel of

III. CONTACT INFORMATION
1. a. Print Applicant / Signing Official's name and title (specifically the developer, property owner, lessee,
designated government official, individual, etc. who owns the project):
Applicant/Organization: CPI USA North Carolina LLC
Signing Official & Title: Darcy Trufyn, Senior Vice President Operations, Construction & Enmg eering
b.Contact information for person listed in item la above:
Street Address: CPI USA North Carolina LLC, 12th Floor EPCOR Tower 1200-10423101 St. NW
City: Edmonton State: Alberta, CA Zip: TSFf OE9
Mailing Address (if applicable): P.O. Box 10836
City: Southport State: NC Zip: 28461-3155
Phone: (780 ) 392-5373 Fax: (780 ) 392-5200
Email: [e-mail]
c. Please check the appropriate box. The applicant listed above is:
❑ The property owner (Skip to Contact Information, item 3a)
® Lessee* (Attach a copy of the lease agreement and complete Contact Information, item 2a and 2b below)
❑ Purchaser* (Attach a copy of the pending sales agreement and complete Contact Information, item 2a and
2b below)
❑ Developer* (Complete Contact Information, item 2a and 2b below.)
2. a. Print Property Owner's name and title below, if you are the lessee, purchaser or developer. (This is the
person who owns the property that the project is located on):
Property Owner/Organization: Duke Energy Progress. Inc. d/b/a Duke Energy Progress
Signing Official & Title: Rodney Gaddy, VP of Administrative Services
® b.Contact information for person listed in item 2a above:
Street Address: 550 South Tryon Street - Mail Code DEC45A
City: Charlotte State:NC Zip: 28202
Mailing Address (if applicable): 550 South Tryon Street - Mail Code DEC45A
City: Charlotte State:NC' Zip: 28202
Phone: (704 ) 382-5591 Fax: ( )
Email [e-mail]
3. a. (Optional) Print the name and title of another contact such as the projects construction supervisor or other
person who can answer questions about the project: ®� 0
Other Contact
Signing Official &
b.Contact information for person listed in item 3a above:
Mailing Address:1281 Powerhouse Drive
City: Southport State:NC Zip: 28461-3155
Phone: (910 ) 457-5056 ext. 22
Email: [e-mail]
Fax: (910 ) 457-9610
4. Local jurisdiction for building permits: City of Southport
® Point of Contact: Wayne Strickland Phone #: (910 ) 457-7925
Form SWU-101 Version 06Aug2012 Page 2 of 6

IV. PROJECT INFORMATION
1. In the space provided below, briefly summarize how the stormwater runoff will be treated.
Stormwater runoff will be treated by a subsurface closed sand filter
2. a. If claiming vested rights, identify the supporting documents provided and the date they were approved:
❑ Approval of a Site Specific Development Plan or PUD Approval Date:
❑ Valid Building Permit Issued Date:
®Other: not applicable Date:
It. If claiming vested rights, identify the regulation(s) the project has been designed in accordance with:
❑ Coastal SW -1995 ❑ Ph II - Post Construction
3. Stormwater runoff from this project drains to the
4. Total Property Area: 34.04 acres
River basin.
5. Total Coastal Wetlands Area: 0 acres
6. Total Surface Water Area: 0 acres
7. Total Property Area (4) - Total Coastal Wetlands Area (5) - Total Surface Water Area (6) = Total Project
Area':34.04 acres
Total project area shall be calculated to exclude the followingg the nornml p001 of iln ounded structures, the area
between the banks of streams and rivers, the area below the Nornml High Water (NSW) line or Mean High Water
(MHW) line, and coastal wetlands landward from the NHW (or MHW) line. The resultant project area is used to
calculate overall percent built upon area (BUA). Non -coastal wetlands landward of the NHW (or MHM line may
be included in tine total project area.
8. Project percent of impervious area: (Total Impervious Area / Total Project Area) X 100 = 34.1 %
9. How many drainage areas does the project have?1 (For high densihj, count 1 for each proposed engineered
stormwater BMP. For low density and other projects, use 1 for the whole property area)
® 10. Complete the following information for each drainage area identified in Project Information item 9. If there
are more than four drainage areas in the project, attach an additional sheet with the information for each area
provided in the same format as below.
2
Basin Information
Draina e Area 1
Drainage Area
Draina e Area _
Drainage Area
Receiving Stream Name
Atlantic Ocean
Stream Class *
SB
Stream Index Number *
99-(2)
Total Drainage Area (sf)
185,490
On -site Drainage Area (sf)
185,490
Off -site Drainage Area (sf)
Proposed Impervious Area* (so
71,625
% Impervious Area" total
38.6
Impervious' Surface Area
Drainage Area 1
Drainage Area
Drainage Area
Drainage Area
On -site Buildings/Lots (so
On -site Streets (so
40,287
On -site Parking (so
On -site Sidewalks (so
Other on -site (so
981
Future (so
K JUN
9
7 MI.
Off -site (sf)
111
Existing BUA*** (sf)
30,357
gy.
Total (so:
1 71,625
Strenrn Class and Index Nuniber can be determined at: littl7.aortnLnedenr.or oebAvq/yslcsulclassifcations
" Impervious area is defined as the built upon area including, but not liunited to, buildings, roads, parking areas,
sidewalks, gravel areas, etc.
Form SWU-101 Version 06Aug2012 Page 3 of 6

Proiects in Union County: Contact DWQ Central Office staff to check if the project is located within a Threatened &
Endangered Species watershed that maybe subject to more stringent stormwater requirements as per 15A NCAC 02B .0600.
®V. SUPPLEMENT AND O&M FORMS
The applicable state stormwater management permit supplement and operation and maintenance (O&M) forms
must be submitted for each BMP specified for this project. The latest versions of the forms can be downloaded
from http:I/portal.ncdenr.org/web/wq/ws/su/­­bmp-manual.
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. A detailed application instruction sheet and BMP
checklists are available from hL!V://portal.ncdenr.org/web/M/ws/su/statesw/forms docs. The complete
application package should be submitted to the appropriate DWQ Office. (The appropriate office may be
found by locating project on the interactive online map at http://portal.ncdenr.org/web/wq/ws/su/maps.)
Please indicate that the following required information have been provided by initialing in the space provided
for each item. All original documents MUST be signed and initialed in blue ink. Download the latest versions
for each submitted application package from htrp://portal.ncdenr.org/web/wq/ws/su/statesw/forms docs.
Initials
1. Original and one copy of the Stormwater Management Permit Application Form. 7• 0. `tJ.
2. Original and one copy of the signed and notarized Deed Restrictions & Protective Covenants /V ZA
Form. (if required as per Part VII below)
3. Original of the applicable Supplement Form(s) (sealed, signed and dated) and O&M
agreement(s) for each BMP.
4. Permit application processing fee of $505 payable to NCDENR. (For an Express review, refer to
http://www.envhelp.org/pages/onestopexpress.html for information on the Express program
and the associated fees. Contact the appropriate regional office Express Permit Coordinator for
additional information and to schedule the required application meeting.)
® 5. A detailed narrative (one to twopages) describing the stormwater treatment/managementfor
the project. This is required in addition to the brief summary provided in the Project
Information, item 1.
6. A USGS map identifying the site location. If the receiving stream is reported as class SA or the
receiving stream drains to class SA waters within'/z mile of the site boundary, include the 1/2
mile radius on the map.
7. Sealed, signed and dated calculations (one copy).
8. Two sets of plans folded to 8.5" x 14" (sealed, signed, & dated), including:
a. Development/Project name.
b. Engineer and firm.
c. Location map with named streets and NCSR numbers.
d. Legend.
e. North arrow.
f. Scale.
g. Revision number and dates.
h. Identify all surface waters on the plans by delineating the normal pool elevation of
impounded structures, the banks of streams and rivers, the MHW or NHW line of tidal
waters, and any coastal wetlands landward of the MHW or NHW lines.
• Delineate the vegetated buffer landward from the normal pool elevation of impounded
structures, the banks of streams or rivers, and the MHW (or NHW) of tidal waters.
i. Dimensioned property/project boundary with bearings & distances.
j. Site Layout with all BUA identified and dimensioned.
k. Existing contours, proposed contours, spot elevations, finished floor elevations.
1. Details of roads, drainage features, collection systems, and stormwater control measures.
m. Wetlands delineated, or a note on the plans that none exist. (Must be delineated by a
qualified person. Provide documentation of qualifications and identify the person who
made the determination on the plans.
n. Existing drainage (including off -site), drainage easements, pipe sizes, runoff calculations.
is o. Drainage areas delineated (included in the main set of plans, not as a separate document).
�✓.o•ZJ
7A. ZJ .
4 74d.
2. 0. &2
p. Vegetated buffers (where required).
Form SWU-101 Version 06Aug2012 Page 4 of 6 Et
JUN272013

_ -rl --.__, __r r_..._... _
elevations in addition to depths) as well as a map of the boring locations with the existing
elevations and boring logs. Include an 8.5"x1l" copy of the NRCS County Soils map with the
project area clearly delineated. For projects with infiltration BMPs, the report should also
include the soil type, expected infiltration rate, and the method of determining the infiltration rate.
(Infiltration Devices submitted to WiRO: Schedule a site visit for DWQ to verify the SHWF prior
to submittal, [phone].)
® 10. A copy of the most current property deed. Deed book: 231; 252 Page No: 478481; 12-16
11. For corporations and limited liability corporations (LLC): Provide documentation from the W
Secretary of State or other official documentation, which supports the titles and positions held
by the persons listed in Contact Information, item la, 2a, and/or 3a per 15A NCAC 2H.1003(e).
The corporation or LLC must be listed as an active corporation in good standing with the NC
Secretary of State, otherwise the application will be returned.
hup: / lwww.secreLmy.state.nc.us/CoEporations/CSearch.asRx
VIL DEED RESTRICTIONS AND PROTECTIVE COVENANTS
For all subdivisions, outparcels, and future development, the appropriate property restrictions and protective
covenants are required to be recorded prior to the sale of any lot. If lot sizes vary significantly or the proposed
BUA allocations vary, a table listing each lot number, lot size, and the allowable built -upon area must be provided
as an attachment to the completed and notarized deed restriction form. The appropriate deed restrictions and
protective covenants forms can be downloaded from
httpJ[portal ncdenr.org/web/wq/ws/su/statesw/forms docs. Download the latest versions for each submittal.
In the instances where the applicant is different than the property owner, it is the responsibility of the property
owner to sign the deed restrictions and protective covenants form while the applicant is responsible for ensuring
that the deed restrictions are recorded.
By the notarized signature(s) below, the permit holder(s) certify that the recorded property restrictions and
protective covenants for this project, if required, shall include all the items required in the permit and listed
on the forms available on the website, 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 NC DWQ and that they will be recorded prior to the sale of any lot.
VIII. CONSULTANT INFORMATION AND AUTHORIZATION
® Applicant: Complete this section if you wish to designate authority to another individual and/or firm (such as a
consulting engineer and/or firm) so that they may provide information on your behalf for this project (such as
addressing requests for additional information).
Consulting Engineer: Ted S. White P.E.
Consulting Firm: RTP Environmental Associates, Inc
Mailing Address: 304-A West Millbrook Rd.
City: Raleigh
Phone: (919 ) 812-0461
Email:-twhite@r!penv.com
State:NC Zip:27609
Fax: (919 ) 845-1424
IX. PROPERTY OWNER AUTHORIZATION (if Contact Information, item 2 has been jelled out, complete this
section)
I, (print or type name of person listed in Contact Information; item 2a) Rodney Gaddy certify that I
own the property identified in this permit application, and thus give permission to (print or type name of person
listed in Contact Infonnation, item la) Darcy Trufmn with (print or type name of organization listed in
Contact Information, item la) CPI USA North Carolina LLC to develop the project as currently proposed. A copy of
the lease agreement or pending property sales contract has been provided with the submittal, which indicates the
party responsible for the operation and maintenance of the stormwater system.
is E05=oVE
JUN 2 7 2013
Form SWU-101 Version 06Aug2012 Page 5 of

As the legal property owner I acknowledge, understand, and agree by my signature below, that if my designated
agent (entity listed in Contact Information, item 1) dissolves their company and/or cancels or defaults on their
lease agreement, or pending sale, responsibility for compliance with the DWQ Stormwater permit reverts back to
® me, the property owner. As the property owner, it is my responsibility to notify DWQ immediately and submit a
completed Name/Ownership Change Form within 30 days; otherwise I will be operating a stormwater treatment
facility without a valid permit. I understand that the operation of a stormwater treatment facility without a valid
permit is a violation,o i General Statue 93-215.1 and may result in appropriate enforcement action including
the assessment ofcivil v� it enalties of up to 5,000 per day, pursuant to NCGS 143-215.6.
7 /
Signature, i � �//��/D�ate: !r,/
I, // ��/i//'r s �"'� !t� , a/ otary Public for the State of t�7/7!` d I`7�, County of
Cell �TUrd , do hereby certify that L /79?y personally appeared
before me this day of TUW , CAY 3 , and acknoowl�ge� e due execution of the application for
a stormwater permit. Witness my hand and official seal, b'!1!-) Wi
11
+.
ug, -
++.
2
UFFICIAL SEAL
OTTIS W. ALL EN
Notarqq Public - North Czraliaa
GUILFOi1D COUNTY
My Commission Expires
X. APPLICANT'S CERTIFICATION
SEAL
My commission expires
I, (print or type name of person listed in Contact information, item 7a) Darcy Tru(im
certify that the information included on this permit application form is, to the best of my knowledge, correct and
that the project will be constructfcNn conformance with the approved plans, that the required deed restrictions
and protective covenants will be e4prded, and that the proposed project complies with the requirements of the
applicable stormwater r e e SA NCAC 21-1.1000 and any other applicable state stormwater requirements.
Signatu
I Bruce McPherson
Province
a Notary Public for the State of
Date: Osg''' y —r)D(3
Alberta ev..t9"Qf
Canada do hereby certify that Darcy Trufyn personally appeared
before me this 28m day of May 2013 , and acknowledge the
//due execution of the application for
a stormwater permit. Witness my hand and official seal,�7 .Iiv/r➢�-.
FormSWU-101 Version06Aug2012
SEAL
A. Bruce McPherson
Barrister & Solicitor
ECEU tlM E
1UM272013
Page 6 of 6 EiV:

Casmer, Jo
To: Dave Groves
Subject: RE: Southport Plant Expansion Stormwater Permit SW8 090511
Thanks very much. I've made the corrections and the permit is being mailed out
fo casmer
Administrative Assistant IV
NC Department of Environment & Natural Resources `
Division of Environmental Assistance & Customer Service
127 Cardinal Drive Extension
Wilmington, NC 28405
Phone:[phone]
Fax: [phone]
Email correspondence to and hom this address may be subject to(the North
parties I -
From: Dave Groves [ j
Sent: Tuesday, August 06, 201312:21 PM
To: Casmer, Jo
Cc: Dave Conlin; Darcy Trufyn
Subject: RE: Southport Plant Expansion Stormwater Permit SW8 090511
Good Morning
I apologize for the confusion. The Southport station address is as follows:
Capital Power Corporation
Southport Power Plant
1281 Powerhouse Dr. SE
Southport NC 28461
Law and may be disdosed to third
If you would be so kind as to please send it again and update our plant address in your records I would appreciate it.
Please feel free to contact me directly as well if you have any concerns or questions,
Regards,
Dave
Dava Groves
Plant Manager
Operatons & CPM, Ops US
Capital Power - Southport

y
+
_
T
YA
l
-_ �.
�
-
�
,.
.�
•.
_
_
.
Y �
�
L
f
.•!
�.
.. _
_
� �
4
r�fJ -
..
..
_
1
4
. q

Office i 910 457 0215
Mobile [phone]
Southport Power Plant
1281 Powerhouse Drive SE
PO Box 10836
Southport NC 28461
From: Darcy Trufyn
Sent: Tuesday, August 06, 201312:13 PM
To: Dave Groves
Cc: Dave Conlin
Subject: FW: Southport Plant Expansion Stormwater Permit SW8 090511
Dave G Can you respond?
From: Casmer, ]o fmailto:io.casmer[alncdenr.aovl
Sent: Tuesday, August 06, 2013 8:07 AM
To: Darcy Trufyn
Subject: Southport Plant Expansion Stormwater Permit SW8 090511
Good morning:
The post office has returned the recently issued permit/approved site plans as "return to sender -unable to
forward." We used the address indicated on the application of P.O. Box 10836, Southport, NC 28461 — is there
a better address you can provide us with so that we may re -mail the package to you?
Thank you,
fo Casmer
Administrative Assistant for Stormwater Permitting
NC Department of Environment & Natural Resources
Division of Environmental Assistance & Customer Service
127 Cardinal Drive Extension
Wilmington, NC 2W5
Phone: [phone]
Fax: [phone]
Email correspondence to and from this address may be subject to the North Carolina Public Records Law and may be disdosed to third
parties.
This email message, including any attachments, is for the intended recipient(s) only, and contains confidential
and proprietary information. Unauthorized distribution, copying or disclosure is strictly prohibited. If you have
received this message in error, or are obviously not one of the intended recipients, please immediately notify the
sender by reply email and delete this email message, including any attachments. Thank you.

r1
,MEMORY TRANSMISSION REPORT
FILE NO.
257
DATE
07.23 09:01
TO
:n 917803925200
DOCUMENT PAGES
10
START TIME
07.23 09:01
END TIME
07.23 09:06
PAGES SENT
10
STATUS
OK
TIME
FAX NO.1
NAME
"SUCCESSFUL TX NOTICE"'
07-23-2013 09:06 .
Sbte of Nort4 Carolfoa
Oepv rtment of Nnvlron mrnt ant IYnf urvl R..nnr'ao
wummama R.ymnal omr.
Pnf lNCG1nry� Governor FAX COVER SBEE"t Jown ESRLnrm li! 9eeratvry
Dam: 9�Z 3�/ .3 No. Pagan (axv-1. covert: �/
To: � A� cal T //'>�y ^J Pmm: Jo Cnnmar
Fnx: 7 ff'0 —
Ra: 7, ✓
G Em: ss:, -✓C�-Asa-aG ,�, e,
.., Cud. Drive CMnnelwWllmingfonNC ..., - C910) 79d-"1211 - An 6yue1 Oppertunlp. AMrmulvc AaLlon L .Wl—

a
11
State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Pat McCrory, Governor FAX COVER SHEET John ESkvar(a III, Secretary
Date: %�Z 3/� 3 No. Pages (excl. cover):__
To: �% �J� U�jl From: Jo Casmer
Co: C PZ U 5 A �O ��' �q �D Phone: [phone]
Fax: — %� — SOD Fax: [phone]
Re: "0Cg'7 f �X Os� S O, )
S 'C' a'-/ '0�49 TFe 7- v�GJd�D yoS //
T/"el'mr
/� /Y�O
fo�,-f.c�
127 Cardinal Drive Extension, Wilmington, NC 28405 • [phone] • An Equal Opportunity Affirmative Action Employer

�igEMORY TRANSMISSION REPORT
I ' TIME :07-23-2013 09:22
FAX NO.1
NAME
FILE NO.
259
DATE
07.23 09:20
TO
919198451424
DOCUMENT PAGES
10
START TIME
07.23 09:20
END TIME
07.23 09:22
PAGES SENT
10
STATUS
OK
`SUCCESSFUL TX NOTICE'
Ctato of NotYt� Carutlna
Depa rtm ant of 8nv3rnam not and Natu+al Rnou raa
WnminYton RnQlonat OTee
Po/MM ry. Governor FAX COVEA SHB)ET John ESh�+a#n J!! Saa�nta.-y
Oates:
-2 — 2 3 — Z� r 3
No. Pagca (cxcl. covo+jc 9
Cp_
�%� �_/J✓�%Oia isO'/i+�AG
P6onc (9101796-0336
Fax:
/ �9 — � �✓ �T
��
Fax: f9101350-2004
R9:
S .�>/�aoi T �CAn'f
c_�x �.o�✓s' in�.� i(JG �Ai�ss a+..%
Cc. ..iTc=•t_.
�OYCGT� �GJa
G—�
�/mil>��
12"1 Gvdln n( Dr(w P ntlen. Wll minpton- NC: 2H9 a� � (910) "l9R-"/21 S � An E9��a1 llPP nrninny ATimntiw Acunn EmPloym

State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Pat McCrory, Governor FAX COVER SHEET John ESkvarla III, Secretary
Date: 12— 2 3 - ZO 3 No. Pages (excl. cover): �/
Iq
To: pT 7�> From: Jo Casmer
Co: ✓1 �� ��`/' nr n�/c/'� rAL Phone: [phone]
Fax: Z Fax: [phone] /
Re: sou; /i P'V. Of�✓S o J — �G C �Yi.SS . J
>
127 Cardinal Drive Extension, Wilmington, NC 28405 • [phone] • An Equal Opportunity Affirmative Action Employer

6asmer, Jo
From: Dave Groves [[e-mail]]
Sent: Tuesday, July 23, 2013 10:02 AM
To: Casmer, Jo
Subject: Re: Southport Plant Expansion NC Emission Control Project, Stonnwater Permit SW8
090511
Thank you Jo
1 am not certain why the fax # did not work but will look into it.
Thanks again and regards
Dave
Sent from myiPhone
On Jul 23, 2013, at 9:40, "Casmer, Jo" < > wrote:
Mr. Groves: Our records indicate that you wished to have a copy of the permit faxed to you
once issued. I've made several attempts to fax it to you at the number listed on the application
(910-457-9610) however have not been successful in doing so. I've scanned the permit and am
attaching it for you.
Jo Casmer
Administrative Assistant for the Division of Water Quality
NC Department of Environment & Natural Resources
Division of Environmental Assistance & Customer Service
127 Cardinal Drive Extension
Wilmington, NC 28405
Phone: [phone]
Fax: [phone]
Email mtmspondence to and from this address may be subjed to the North Carolina public Records taw and may be
disclosed to third parties.
<Southport Plant Expansion.pdf>
This email message, including any attachments, is for the intended recipient(s) only, and contains confidential
and proprietary information. Unauthorized distribution, copying or disclosure is strictly prohibited. If you have
received this message in error, or are obviously not one of the intended recipients, please immediately notify the
sender by reply email and delete this email message, including any attachments. Thank you.

MEMORY TRANSMISSION REPORT
FILE NO.
258
DATE
07.23 09:20
TO
:n 919104579610
DOCUMENT PAGES
. 10
START TIME
07.23 09:20
END TIME
07.23 09:28
PAGES SENT
0
STATUS
0050
TIME
FAX NO.1
NAME
"'TX FAILURE NOTICE[[[
07-23-2013 09:28
state of North Cardtna
Dnpa ,[man[ of Hnvlronmant and Na[urer Rdourcnn
Wtrminpton Ruetonut OIMa
pet McG'rory• Governor FAX COVHR SHEET I Jon-rr.0 —.Ill. Searntary
Date: Z/�.-3r O/� No. Pages (.1- cover). �15�
Co: ��P � � T /! G �/<i/! / Ca /� ��/�• Phone: (91 O) 796-933
Yaa: 9/0 — •fs 7 — 9G /o Pa=: (sue. -ID-2004
Capital0
POvber
Dave Groves
Plant Manage,
Operations 6 CPM, OPs US
F2
O -7
x
�,•M I
Capital Power Corporation
Southport Power Plant
1281 Powerhouse Dr SE
P.O. Box 10836
Southport, NC U.S.A. 28461
T 910.45TO215 C 910.477.1198
[e-mail]
_-;7
- (9[0)19,12.1 -! . Beua OeVOMNq' n8trn.nern waMan Cp unr—

State of North Carolina
Department of Environment and Natural Resources
Wilmington Regional Office
Pat McCrory, Governor FAX COVER SHEET John E Skvarla III, Secretary
Date: No. Pages (excl. cover):
To: From: JoCasmer
Co: Gg�� T g r �d Phone: [phone]
Fax: �/� ��/ — 9� Fax: [phone]
Re: �o ✓ t-i/� �f �CXi�/ T' �X 'all") 5 :o J
Sw 8� 0905 i/
Dyr rrcoi�s (Yf,�a E�dyod td.'s�t c✓
G'O�S/ O� �P/m. /%%OO�i t.�Qi'o)
�> �;"O rJ Lr/ �7 Gil / 5 S ✓ C o% G O P�
/8 Q. /-,4RchfCr' QZ-coin/,•, yL
127 Cardinal Drive Extension, Wilmington, NC 28405 • [phone] • An Equal Opportunity Affirmative Action Employer

,q
a
RTP
RTP ENVIRONMENTAL ASSOCIATES, INC.®
304-A West Millbrook Road
Raleigh North Carolina 27609
[phone]
July 11, 2013
Ms. Linda Lewis
NCDENR
Wilmington Regional Office - EXPRESS PERMITTING
127 Cardinal Drive Extension
Wilmington, NC 28405
Subject: Request for Additional Information — Express Review
Stormwater Project No. SW8 090511
Southport Plant Expansion NC Emission Control Project
Brunswick County
Dear Ms. Lewis,
On behalf of CPI USA North Carolina LLC, attached you will find responses to your
letter of July 8, 2013 requesting additional information.
Very Truly Yours,
Ted S. White, P.E.
c: Darcy Trufyn/Edmonton
Attachments
F—CENF
j JUL 12 2013
�0

1) Please provide corrected latitude and longitude coordinates on the application.
A revised page 1 of 6 of the Stormwater Application form is attached.
2) The design calculations simply state final numbers without showing any of the supporting work to arrive
at those numbers.
Additional back-up information for the calculations is provided and is attached. This
information will supersede and supplement pages 1 through 3 of Attachment F.
3) There are 2 minimum area calculations required, one for the sediment side area and one for the sand
side area. The calculations only address the minimum sediment side area. Please add the calculation for
the minimum sand side area.
The revised and updated calculation is attached. This information will supersede and
supplement pages 1 through 3 of Attachment F.
4) The volume contained in the sand filter reported on the supplement is 6,977 cubic feet, but the
calculations state that the volume provided is 7,128 cubic feet. Please make sure the volume is
calculated correctly and that the numbers reported on the supplement are consistent with the
calculations and plans.
The updated calculation and revised Sand Filter Supplement is attached. This information will
supersede pages 1 through 3 of Attachment F and the Sand Filter Supplement will supersede and
replace the Sand Filter Supplement contained in Attachment B.
5) The underdrain design and sizing calculations need to be revised based on the following information.
Please refer to Chapter 5, Section 5.7 of the BMP Manual for sizing requirements.
a. Filter fabric is not recommended — three inches of #57 stone is required above and on each side
of the underdrain.
b. Above the stone, either filter fabric or 2 inches of choking stone (#8 or #89) should be installed.
If there is potential for the drainage area to contribute a high sediment load, the choking stone
should be used instead offilterfabric.
c. The underdrain should be sized to carry 2-10 times the maximum flow exftltrating from the sand
media. A factor of safety from 2-10 must be applied, based on the stability of the drainage area,
with 2 being stable and 10 being unstable.
d. For a sand filter the diameter of the underdrain can be no larger than 6 ", and no smaller than
4 ". If the minimum calculated pipe diameter is >6 inches, Table 5-I in the BMP Manual will
provide
The revised underdrain design and construction details are attached. This information will
supersede pages 1 through 3 of Attachment F and replace Drawing D-I in Attachment G.
!"E(CIE0VE
JUL 12 2013
1�

n
�J
STORMWATER
CALCULATIONS
(July 10, 2013 Revisions)
JUL 9 2 M3
sv:F�
SEAL
- 033840 -

�; I
0
0
STORMWATER
CALCULATIONS
E75
6sik
SEAL
033840
5,Zl

Southport Plant Expansion - North Carolina Emission Control Project
Southport, NC
® CPI USA North Carolina LLC
Sand Filter Calculations
Drainage Area
Built Upon Area (BUA)
New BUA not treated in sand filter
New BUA treated in sand filter
Total New BUA
Existing BUA required to be treated in sand filter
Existing BUA treated in sand filter
Total BUA treated in sand filter
IA (Impervious%)
Rv (Runoff Coefficient)
RD (Design Runoff Rainfall Depth)
WQV (Water Quality Volume)
WQVADJ (Adjusted Water Quality Volume)
® Sand Filter Sizing
Hmax (Maximum head on the filter)
HA (Average Read)
AF (Sand Filter Surface Area)
AS (Sedimentation Basin Surface Area)
AF (sand Filter Size)
AS (Sedimentation Chamber Size)
Check on Sizing:
Actual Volume Provided
Sand Filter Dimensions:
Width of Sand Filter
is Length of Sand Filter
Width of Sedimentation Chamber
Length of Sedimentation Chamber
�85,490 jsf F 4.26 ac
19975 sf
41,268 sf
61,243 sf
29,963 sf
30,357 Sf
71,625 sf
38.6%
0.40
1.5 �in
9,278 cu. Ft
6,959 cu. Ft
2.7 ft
1.35 ft
—T467 ac
0.95 lac
1.41 ac
M0.69 ac
0.70 ac
1.64 lac
Hmax (ft)
WQVADJ (Cu. Ft)
As + Af (sq. ft)
0.5
6,959
13,917
1.0
6,959
6,959
1.5
6,959
4,639
2.0
6,959
3,479
2.5
6,959
2,783
3.0
1 6,959
2,320
841
sq. ft. (minimum)
459
sq. ft. (minimum) — (Alr`Ovj
J
1,296
sq. ft GOOD
1,296
sq. ft GOOD
6,998 cu. Ft GOOD
12 ft
108 ft
12 ft
108 ft
r%$X, 0(9(o 7- &(2
ECE tl(! F
JUL 112113
if

E
1
U
EJ
Sand Filter — Post -Development
Drainage Area (DA) = 185,490 SF = 4.26 AC
New Impervious Area not treated in sand filter = 19,975 SF = 0.46 AC
New Impervious Area treated in sand filter = 41,268 SF = 0.95 AC
Total New Impervious Surface Area = 61,423 SF = 1.41 AC
Existing Impervious Surface required to be treated in sand filter = 1.5 x 19,975 SF = 29,963 SF
Existing Impervious Surface treated in sand filter = 30,357 SF
Impervious Surface Area in Sand Filter drainage area = 41,268 SF + 30,357 SF = 71,625 SF = 1.64 AC
Impervious % (IA) = 71,625 SF / 185,490 SF = 38.6%
Runoff coefficient, R� = 0.05 + 0.009*(38.6) = 0.40
Design runoff rainfall depth, RD = 1.5 inches
Water Quality Volume, WQVPd�t =[(0.40)*(4.26)*(43,560)*(1.5)]/12 = 9,278 ft3
Adjusted Water Quality Volume, WQVADJ = (0.75)*(9,278) = 6,959 It'
I pv �cL
Sand Filter Sizing 5h
Sedimentation basin surface area, As = (0.066) (6,959) = 459 ft2 (min)
4s'-1OK¢X4--?-GK 1,5 -(013
H. (ft)
WQVADJ (ft3)
As + Af (ft2)
0.5
6,959
13,917
1.0
6,959
6,959
1.5
6,959
4,639
2.0
6,959
3,479
2.5
6,959
2,783
3.0
6,959
2,320
S:528-EPCOR\OO US TeU11CaICNatiods=3,05.21.Sand Filter_ NOV and Sain�Calwlationa dad
JUL 12 2013

E
Use the following:
As= 1,296 SF
AF = 1,296 SF
As,AF=2,592 SF
Through interpolation, maximum head on the filter is 2.7 ft.
Average head, hA = 2.70 / 2 = 1.35 ft
Sand Filter Depth, dF=1.5 ft
Sand filter surface area, AF =[(9,278)*(1.5)]/[(3.5)*(1.66)*(1.35+1.5)] = 841 ft2 (min)
Use: As= 1,296 SF
AF = 1,296 SF
h.= 2.7 ft
hA = 1.35 ft
Check: (1,296 + 1,296) * (2.70) = 6,998 ft3 >_ 6,959 ft3
Sand Filter Dimensions: (2) 12 ft x 108 ft chambers
S\5428 - EPCOR\0005120-TeWkCalculationtrMl 3 05.21. Sand Fllter_WOV and Sizing_Calculations. tloc
uug
1EOQ=- OVr
JUL 12 2013

LJ
Sand Filter Underdrain Drainage Calculations
Filtered flow rate, Qr= 3.5 ft/day x 1,296 ft2/ 86,400 = 0.053 cfs
Factor of Safety = 8
Underdrain Design Flow, Q = 0.053 x 8 = 0.424 cfs
Slope of outlet pipe, S = 0.005 ft/ft
Roughness Factor, n = 0.011
Pipe Diameter, D = 16 * (Q*n/5O.5)O.375 = 5.77
Use 6-inch PVC pipe underdrain
Drawdown time in sand filter = (1,296 ft2 x 4.25 ft) / 0.053 ft3/s x 1/3,600 = 28.9 hours
F EWE
® St5428-EPCOR\0005@0-TeoeCalculations1013.07.1O. Sand Riter_Drainage _Calwlalbns.doe „q JUL 12 2013
•
BY: --

Bouvancv Calculations for Sand Filter
®
CPI Southport Plant
Filter Inner Width
24.67 ft
FiLter Inner Length
108Ift
Wall Thickness
0.67'ft
Filter Depth Submerged
0.85 ft
Filter Depth
4.68Ift
Filter Inner Volume
12469.2 cf
Filter Concrete Volume
840.4035 cf
Filter Inner Volume Submerged
2264.706 cf
Filter Concrete Volume Submerged
152.6374 cf
Total Buoyant Force
150,842 lb
Concrete Weight
126,061 lb
Soil Weight (on top of filter)
135,430 lb
Desired Factor Of Safety
1.5
Total Weight Required
226,263 lb
Total Weight Provided
261,491 lb
Actual Factor of Safety
1.7 GOOD
El
Calculations By: CMB
Date: 5/21/2013
Project: 05428-0005

® Grassed Swale SW-1
]Project Description
Friction Method Manning Formula
Solve For Normal Depth
Input Data
Roughness Coefficient
0.030
Channel Slope
0.00420
fUft
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom Width
1.00
ft
Discharge
9.15
ft-Is
Results
Normal Depth
1.03
ft
Flow Area
4.20
ft'
Wetted Perimeter
7.50
It
Hydraulic Radius
0.56
ft
Top Width
7.17
ft
Critical Depth
0.75
It
Critical Slope
0.01824
ft/ft
® Velocity
2.18
ft/s
Velocity Head
0.07
ft
Specific Energy
1.10
ft
Froude Number
0.50
Flow Type Subcritical
GVF Input Data
Downstream Depth
0.00
ft
' Length
0.00
ft
Number Of Steps
0
GVF Output Data
Upstream Depth
0.00
ft
Profile Description
Profile Headloss
0.00
ft
Downstream Velocity
Infinity
ft/s
Upstream Velocity
Infinity
ft/s
Normal Depth
1.03
It
Critical Depth
0.75
ft
Channel Slope
0.00420
ft/ft
= 62.4 x 0.0042 x 1.03
= 0.27 Ib/ftA2
Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods Sc&ibtk)C6kb Master V8i (SELECTseries 1) (08.11.01.031
5/21/2013 6:35:58 PM 27 Siemons Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

® Grassed Swale SW-2
Project Description
Friction Method Manning Formula
Solve For Normal Depth
Input Data
Roughness Coefficient
0.030
Channel Slope
0.00300
Wit
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom width
1.00
ft
Discharge
0.44
ft-/s
Results
Normal Depth
Flow Area
Wetted Perimeter
Hydraulic Radius
Top Width
Critical Depth
Critical Slope
® Velocity
Velocity Head
Specific Energy
Froude Number
Flow Type
GVF Input Data
Downstream Depth
Length
Number Of Steps
GVF Output Data
Upstream Depth
Profile Description
Profile Headloss
Downstream Velocity
Upstream Velocity
Normal Depth
Critical Depth
Channel Slope
Subcritical
0.28 ft
0.50 ft'
2.74 ft
0.18 ft
2.65 ft
0.15 ft
0.02772 ft/ft
0.88 ft/s
0.01 ft
0.29 ft
0.35
0.00 It
0.00 ft
0
0.00 ft
0.00 It
Infinity ft/s
Infinity ft/s
0.28 ft
0.15 ft
0.00300 ft/ft
= 62.4 x 0.003 x 0.28
= 0.05 Ib/ftA2
Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods ScMabtle).41d»Master V8i (SELECTseries 1) [08.11.01.03]
5/21/2013 5:40:41 PM 27 Siemens Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

Grassed Swale SW-3
®
Project Description
Friction Method
Manning Formula
Solve For
Normal Depth
Input Data
Roughness Coefficient
0.030
Channel Slope
0.00670
ft/ft
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom Width
1.00
ft
Discharge
2.95
ft'/s
'Results
Normal Depth
0.56
ft
Flow Area
1.52
ft'
Wetted Perimeter
4.56
It
Hydraulic Radius
0.33
ft
Top Width
4.38
ft
Critical Depth
0.43
ft
Critical Slope
0.02120
ft/ft
®
Velocity
1.94
ft/s
Velocity Head
0.06
ft
Specific Energy
0.62
ft
Froude Number
0.58
Flow Type
Subcritical
GVF Input Data
Downstream Depth
Length
Number Of Steps
GVF Output Data
Upstream Depth
Profile Description
Profile Headloss
Downstream Velocity
Upstream Velocity
Normal Depth
Critical Depth
Channel Slope
0.00 ft
0.00 ft
0
0.00 It
0.00 ft
Infinity fUs
Infinity ft/s
0.56 ft
0.43 ft
0.00670 ft/ft
= 62.4 x 0.0067 x 0.56
= 0.23 Ib/ftA2
Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods Sd'yJCEldleMaster V8i (SELECTserles 1) [08.11.01.03]
5/21I2013 5:47:43 PM 27 Siemons Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

Grassed Swale SW-4
®
Project Description
Friction Method
Manning Formula
Solve For
Normal Depth
Input Data
Roughness Coefficient
0,030
Channel Slope
0.00300
ft/ft
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H: V)
Bottom Width
1.00
ft
Discharge
7.64
ft'/s
(Results
Normal Depth
1.02
ft
Flow Area
4.16
ft'
Wetted Perimeter
7.47
ft
Hydraulic Radius
0.56
It
Top Width
7.14
It
Critical Depth
0.69
It
Critical Slope
0.01868
Rift
•
Velocity
1.84
ft/s
Velocity Head
0.05
ft
Specific Energy
1.08
It
Froude Number
0.42
Flow Type
Subcritical
GVF Input Data
Downstream Depth
0.00
It
Length
0.00
It
Number Of Steps
0
'GVF Output Data
Upstream Depth
0.00
ft
Profile Description
Profile Headloss
0.00
It
Downstream Velocity
Infinity
ft/s
Upstream Velocity
Infinity
ft/s
Normal Depth
1.02
ft
Critical Depth
0.69
ft
Channel SloPe
000300
ft/ft
® Bentley Systems, Inc. Haestad Methods SdhdiWYXWbeMaster V8i (SELECTseries 1) [08.11.01.03)
5/21/2013 6:21:50 PM 27 Siemens Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

® Grassed Swale SW-5
Project Description
Friction Method Manning Formula
Solve For Normal Depth
Input Data
Roughness Coefficient
Channel Slope
Left Side Slope
Right Side Slope
Bottom Width
Discharge
Results
Normal Depth
Flow Area
Wetted Perimeter
Hydraulic Radius
Top Width
Critical Depth
Critical Slope
isVelocity
Velocity Head
Specific Energy
Froude Number
Flow Type
GVF Input Data
Downstream Depth
Length
Number Of Steps
,GVF Output Data
Upstream Depth
Profile Description
Profile Headloss
Downstream Velocity
Upstream Velocity
Normal Depth
Critical Depth
Channel Slope
Subcritical
0.030
0.00520 Rift
3.00 ft/ft (H:V)
3.00 f/ft(H:V)
1.00 ft
8.55 ft2/s
0.95 ft
3.68 ft2
7.03 ft
0.52 ft
6.72 ft
0.72 ft
0.01840 Rift
2.32 ft/s
0.08 ft
1.04 It
0.55
0.00 ft
0.00 fit
0
0.00 ft
0.00 ft
Infinity fUs
Infinity fUs
0.95 ft
0.72 ft
0.00520 fUft
= 62.4 x 0.0052 x 0.95
= 0.31 Ib/ftA2
Straw w/net is sufficient
Bentley Systems, Inc. Haestad Methods SdibitlaICELkh Master V8i (SELECTseries 1) [08.11.01.03]
5/21/2013 5:53:22 PM 27 Samons Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

Grassed Swale SW-6
®
Project Description
Friction Method
Manning Formula
Solve For
Normal Depth
,Input Data
Roughness Coefficient
0.030
Channel Slope
0.01300
Rift
Left Side Slope
3.00
Rift (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom Width
1.00
ft
Discharge
5.12
ft-/s
Results
Normal Depth
0.62
ft
Flow Area
1.79
ft'
Wetted Perimeter
4.94
ft
Hydraulic Radius
0.36
ft
Top width
4.74
ft
Critical Depth
0.57
ft
Critical Slope
0.01970
ft/ft
®
Velocity
2.87
ft/s
Velocity Head
0.13
ft
Specific Energy
0.75
ft
Froude Number
0.82
Flow Type
Subcrilical
GVF Input Data
Downstream Depth
Length
Number Of Steps
GVF Output Data
Upstream Depth
Profile Description
Profile Headloss
Downstream Velocity
Upstream Velocity
Normal Depth
Critical Depth
Channel Slope
0.00 ft
0.00 ry
0
0.00 ft
0.00 ft
Infinity ft/s
Infinity ft/s
0.62 ft
0.57 ft
0.01300 ft/ft
= 62.4 x 0.013 x 0.62
= 0.50 Ib/ft^2
Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods Sc9nk bJCEkh&Master V8i (SELECTseries 1) [08.11.01.03]
5/21/2013 5:58:43 PM 27 Siemons Company Drive Suite 200 W Watertown, CT 06795 USA +1.203-755-1666 Page 1 of 2

Grassed Swale SW-7
®
Project Description
Friction Method
Manning Formula
Solve For
Normal Depth
Input Data
Roughness Coefficient
0,030
Channel Slope
0,00700
ft/ft
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom Width
1.00
R
Discharge
2.08
ft-/s
Results
Normal Depth
0.47
it
Flow Area
1.15
ft'
Wetted Perimeter
4.00
it
Hydraulic Radius
0.29
ft
Top Width
3.85
ft
Critical Depth
0.36
It
Critical Slope
0.02223
Wit
®
Velocity
1.81
fUs
Velocity Head
0.05
It
Specific Energy
0.53
ft
Froude Number
0.58
Flow Type
Subcritical
GVF Input Data
Downstream Depth
0.00
ft
Length
0.00
ft
Number Of Steps
0
GVF Output Data
Upstream Depth
0.00
ft
Profile Description
Profile Headloss
0.00
ft
Downstream Velocity
Infinity
ft/s
Upstream Velocity
Infinity
ft/s
Normal Depth
0.47
ft
Critical Depth
0.36
ft
Channel Slope
0,00700
ft/ft
® Bentley Systems, Inc. Haestad Methods Sdi iClEktirMaster V8i (SELECTseries 1) [08.11.01.03]
5/21/2013 6:03:32 PM 27 Siemons Company Drive Suite 200 W Watertown, CT 06795 USA +1.203-755-1666 Page 1 of 2

Grassed Swale SW-8
Project Description
Friction Method
Manning Formula
Solve For
Normal Depth
Input Data
Roughness Coefficient
0.030
Channel Slope
0.00670
ft/ft
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom Width
1.00
ft
Discharge
1.94
W/s
Results
Normal Depth
0.46
ft
Flow Area
1.11
ft2
Wetted Perimeter
3.94
It
Hydraulic Radius
0.28
ft
Top Width
3.79
ft
Critical Depth
0.35
ft
Critical Slope
0.02244
ft/ft
® Velocity
1.74
ft/s
Velocity Head
0.05
ft
Specific Energy
0.51
ft
Froude Number
0.57
Flow Type Subcritical
GVF Input Data
Downstream Depth _
0.00
R
Length
0.00
It
Number Of Steps
0
GVF Output Data
Upstream Depth
0.00
It
Profile Description
Profile Headloss
0.00
ft
Downstream Velocity
Infinity
fUs
Upstream Velocity
Infinity
ft/s
Normal Depth
0.46
ft
Critical Depth
0.35
ft
Channel Slope
0.00670
fUft
= 62.4 x 0.0067 x 0.46
= 0.19 Ib/ftA2
Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods SdmiEbJXkb&Master Val (SELECTseries 1) [08.11.01.03]
5/21/2013 6:08:14 PM 27 Siemens Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

Grassed Swale SW-9
®
Project Description
Friction Method
Manning Formula
Solve For
Normal Depth
Input Data
Roughness Coefficient
0.030
Channel Slope
0.00800
Tuft
Left Side Slope
3.00
ft/ft (H:V)
Right Side Slope
3.00
ft/ft (H:V)
Bottom Width
1.00
ft
Discharge
3.69
ft-/s
Results
Normal Depth
0.60
ft
Flow Area
1.68
ft'
Wetted Perimeter
4.79
ft
Hydraulic Radius
0.35
ft
Top width
4.60
ft
Critical Depth
0.48
ft
Critical Slope
0.02057
ft/ft
®
Velocity
2.20
ft/s
Velocity Head
0.08
It
Specific Energy
0.67
ft
Froude Number
0.64
Flow Type
Subcritical
GVF Input Data
Downstream Depth
0.00
ft
Length
0.00
It
Number Of Steps
0
GVF Output Data
Upstream Depth
0.00
ft
Profile Description
Profile Headloss
0.00
It
Downstream Velocity
Infinity
ft/s
Upstream Velocity
Infinity
Ws
Normal Depth
0.60
ft
Critical Depth
0.48
ft
Channel Slope
0.00800
ft/ft
T = 62.4 x 0.008 x 0.60
T = 0.30 Ib/ftA2
"Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods SdArli %XHAbsMaster V8i (SELECTseries 1) 108.11.01.03]
6/21/2013 6:14:05 PM 27 Siemons Company Drive Suite 200 W Watertown, CT 06795 USA +1.203.755-1666 Page 1 of 2

® Grassed Swale SW-10
Project Description
Friction Method Manning Formula
Solve For Normal Depth
Input Data
Roughness Coefficient
Channel Slope
Left Side Slope
Right Side Slope
Bottom Width
Discharge
Results
Normal Depth
Flow Area
Wetted Perimeter
Hydraulic Radius
Top Width
Critical Depth
Critical Slope
® Velocity
Velocity Head
Specific Energy
Froude Number
Flow Type
GVF Input Data
Downstream Depth
Length
Number Of Steps
GVF Output Data
Upstream Depth
Profile Description
Profile Headloss
Downstream Velocity
Upstream Velocity
Normal Depth
Critical Depth
Channel Slope
Subcritical
0.030
0.00300 ft/ft
3.00 ft/ft (H:V)
3.00 ft/ft (H:V)
1.00 ft
1.53 ft-/s
0.50 ft
1.25 ft2
4.17 ft
0.30 ft
4.00 ft
0.31 ft
0.02319 ft/ft
1.22 ft/s
0.02 ft
0.52 ft
0.38
0.00 If
0.00 ft
0
0.00 ft
0.00 ft
Infinity ft/s
Infinity ft/s
0.50 ft
0.31 ft
0.00300 ft/ft
r = 62.4 x 0.003 x 0.50
r = 0.09 Ib/ftA2
'*Straw w/net is sufficient
® Bentley Systems, Inc. Haestad Methods SdMatlelaJMkmnMaster V8i (SELECTseries 1) (08.11.01.03]
5/21/2013 6:17:14 PM 27 Siemons Company Drive Suite 200 W Watertown, CT 06795 USA [phone] Page 1 of 2

July 8, 2013
Darcy Trufyn, Sr. VP OC&E
CPI USA North Carolina, LLC
PO Box 10836
Southport, NC 28461
Subject: Request for Additional Information — Express Review
Stormwater Project No. SW8 090511
Southport Plant Expansion NC Emission Control Project
Brunswick County
Dear Mr. / Ms. Trufyn:
The Wilmington Regional Office of the Division of Water Quality received an Express
State Stormwater Management Permit application for Southport Plant Expansion NC
Emission Control Project on June 27, 2013. A preliminary review of that information has
determined that the application is not complete. The following information is needed to
continue the stormwater review:
Please provide corrected latitude and longitude coordinates on the
application. The current numbers put the project in the ocean.
2. The design calculations simply state final numbers without showing any of
the supporting work to arrive at those numbers.
3. There are 2 minimum area calculations required, one for the sediment
side area and one for the sand side area. The calculations only address
the minimum sediment side area. Please add the calculation for the
minimum sand side area.
4. The volume contained in the sand filter reported on the supplement is
6,977 cubic feet, but the calculations state that the volume provided is
7,128 cubic feet. Please make sure the volume is calculated correctly and
that the numbers reported on the supplement are consistent with the
calculations and plans.
5. The underdrain design and sizing calculations need to be revised based
on the following information. Please refer to Chapter 5, Section 5.7 of the
BMP Manual for sizing requirements.
a. Filter fabric is not recommended — three inches of #57 stone is
required above and on each side of the underdrain.
b. Above the stone, either filter fabric or 2 inches of choking stone (#8 or
#89) should be installed. If there is potential for the drainage area to
contribute a high sediment load, the choking stone should be used
instead of filter fabric.
c. The underdrain should be sized to carry 2-10 times the maximum flow
exfiltrating from the sand media. A factor of safety from 2-10 must be
applied, based on the stability of the drainage area, with 2 being stable
and 10 being unstable.
d. For a sand filter the diameter of the underdrain can be no larger than
6", and no smaller than 4". If the minimum calculated pipe diameter is
>6 inches, Table 5-1 in the BMP Manual will provide a conversion to
the number of equivalent smaller pipes needed.

Darcy Trufyn
July 8, 2013
Stormwater Application No. SW8 090511
Please note that a revision to one number may have a domino effect on other numbers,
which may require revision of the applications, calculations, supplements, plans, details,
and associated documentation. Please verify all numbers are correct to ensure
consistency in the application documents.
Please note that this request for additional information is in response to a preliminary
review. The requested information should be received in this Office prior to July 15,
2013, or the application will be returned as incomplete. The return of a project will
necessitate resubmittal of all required items, including the application fee.
If you need additional time to submit the information, please mail, email or fax your
request for a time extension to the Division at the address and fax number at the bottom
of this letter. The request must indicate the date by which you expect to submit the
required information. In the Express program, no more than 2 time extensions may be
granted, for a total of 10 days.
If this is a new project, the construction of any impervious surfaces, other than a
construction entrance under an approved Sedimentation Erosion Control Plan, is a
violation of NCGS 143-215.1 and is subject to enforcement action pursuant to NCGS
143-215.6A. The proposed modification may not be constructed until the permit
modification is approved and issued.
Please reference the State assigned project number on all correspondence. Any
original documents that need to be revised have been sent to the engineer or agent. All
original documents must be returned or new originals must be provided. Copies are not
acceptable. If you have any questions concerning this matter please feel free to call me
at [phone] or email me at Iinda.lewis(@ncdenr.gov
Sincerely,
Linda Lewis
Environmental Engineer III
GDS/arl: S:1WQS1Stormwater\\Permits & Projects120091090511 HD12013 07 addinfo 090511
CC: Ted White, P.E., RTP Environmental Associates, Inc.
Wilmington Regional Office Stormwater File
Page 2 of 2

C
r 1
LJ
E
AMENDED AND RESTATED GROUND LEASE
THIS AMENDED AND RESTATED GROUND LEASE (the "Lease") dated as of
this jn5t4taay of December, 2011 (the "Effective Date"), by and between CAROLINA POWER
& LIGHT COMPANY, a North Carolina corporation d/b/a PROGRESS ENERGY
CAROLINAS, INC. ("Landlord'), and CPI USA NORTH CAROLINA LLC ("Tenant'), a
Delaware limited liability company. The term "Parties" or ` arties" as used herein shall mean
Landlord and Tenant. The term "Effective Date" as used herein shall mean the date this Lease
becomes binding on Landlord and Tenant, as evidenced by that date on which the last of the parties
.to this Lease signs this Lease as indicated below.
RECITALS
WHEREAS, Landlord is the owner of approximately 53.61 acres of land, more or less,
located in Smithville Township, Brunswick County, North Carolina and more specifically described
on that final survey entitled "Map For CPI USA North Carolina LLC Plant Site — Lease Premises"
dated August 2009 (and labeled as PEC Drawing No. L-C-10336), a copy of which is attached
hereto as Exhibit A and incorporated herein by reference (the "Survey'); said 53.61 acre tract of
land includes the following areas, which are specifically depicted and labeled on the Survey as
follows: "Area in Existing Facility Leased Premises" containing 26.92 acres and "Progress Energy
230 kV SW Substation" containing 1.19 acres (collectively the "Existing Facility Leased
Premises'), "Area in Facility Expansion Premises" containing 5.93 acres (the "Facility Expansion
Premises"), and "Area in New Access Road Premises" containing 19.57 acres (the "New Access
Road Premises") (collectively the Existing Facility Leased Premises, Facility Expansion Premises,
and New Access Road Premises and the aforesaid 53.61 acre tract of land are referred to herein the
"Premises");
WHEREAS, the Existing Facility Leased Premises is (a) further described as that 28.17
acre tract or parcel of land on Exhibit B attached hereto and incorporated herein by reference and
on that "Boundary Survey Cogentrix" dated January 13, 1986, recorded in Cabinet Q, Page 203,
Brunswick County Registry, (b) being currently leased by Purchaser from Seller, pursuant to that
Amended and Restated Ground Lease dated December 31, 1985 between Landlord and Cogentrix
Carolina Leasing Corporation ("CCLC'% as tenant, as amended by that First Amendment to
Ground Lease between Seller and CCLC's assignee, United States Trust Company of New York
(not in its individual capacity, but solely as Southport Owner -Trustee under a Trust Agreement
dated December 30, .1985 between USTC and General Electric Credit Corporation), dated as of
November 12, 1987, and as subsequently assigned through separate subsequent instruments to
Tenant (collectively the "1985 Ground Lease"), and (c) where Tenant's predecessor(s)-in-title have
constructed and where Tenant now owns and operates its Southport steam and electric power
cogeneration facility (the "Cogen Facility"); and
. WHEREAS, Landlord and Tenant now desire to enter into this Amended and Restated
Ground Lease to add the Facility Expansion Premises and New Access Road Premises to the
leasehold interest conveyed from Landlord to Tenant, set forth their respective rights and
obligations concerning the Premises, extend the term of the 1985 Ground Lease, and amend and
#1247112v12 (Execution Version)
ECEIVE
JUN 2 7 1013
BY•

• • 0

® restate certain other terms and conditions of the 1985 Ground Lease in the manner hereinafter set
forth.
E
NOW, THEREFORE, in consideration of the Premises, the rent to be paid, the mutual
covenants and agreements herein contained and other good and valuable consideration, the
receipt and legal sufficiency of which are hereby acknowledged by the parties hereto, Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, together with all
Improvements, appurtenances, rights, privileges, and easements belonging or pertaining thereto,
subject to the terms, conditions, covenants, and provisions of this Lease. Subject to the terms
and conditions of this Lease, Tenant may utilize existing easements, rights -of -way, railroads, rail
spurs, and roads serving or adjacent to the Premises in connection with its use of the Premises,
Improvements and the Cogen Facility. Tenant hereby accepts this Lease and the Premises upon
the covenants and conditions set forth herein, subject to any encumbrances, covenants,
conditions, restrictions and other matters of record and all applicable Federal, North Carolina,
and local laws, regulations, codes, and ordinances governing and regulating the use and
occupancy of the Premises.
herein.
TO HAVE AND TO HOLD THE SAME, subject to the terms and conditions set forth
ARTICLE 1- DEFINITIONS
1.1 "Landlord" shall mean, at any given time, Carolina Power & Light Company
d/b/a Progress Energy Carolinas, Inc., its successors and assigns.
1.2 "Tenant" shall mean, at any given time, CPI USA North Carolina LLC, its
successors and assigns. As of November 16, 2009, EPCOR USA North Carolina LLC changed
its name to CPI USA North Carolina LLC.
1.3 "Person" shall mean and include an individual, corporation, partnership (general
or limited), unincorporated association, business trust, and any governmental entity.
1.4 "Improvements" shall mean all buildings, structures and improvements now or
hereafter erected on the Premises, including, without limitation, all common facilities, walkway
and road improvements, parking facilities, landscaping improvements of whatever nature, utility
lines (to the extent of Tenant's interest therein), all apparatus, machinery, devices, fixtures,
appurtenances and equipment necessary for the proper operation and maintenance of the
foregoing, including, without limitation, the following: steam fixtures; chutes, ducts and tanks;
oil burners; furnaces, heaters, incinerators and boilers; air cooling and air conditioning
equipment; washroom, toilet and lavatory fixtures and equipment; engines, pumps, dynamos,
motors, generators, electrical wiring and equipment; and all additions thereto and replacements
thereof The term "Improvements" shall not include any of Landlord's or Brunswick Electric
Membership Corporation's lines, transformers, substation equipment, fencing, facilities, fixtures,
equipment, the Company's Conductors, and/or other personal property of Landlord or Brunswick
Electric Membership Corporation now or hereafter located upon the Premises.
#1247112v12 (Execution version) 2

® 1.5 "Governmental Authorities" shall mean all federal, state, county, municipal and
local governments, and all departments, commissions, boards, bureaus and offices thereof,
having or claiming jurisdiction over the Premises, the Improvements, and/or the use or
occupancy of the Premises.
1.6 "Personal Property" shall mean, at the time of determination, all equipment,
furniture, furnishings and other personal property of Tenant located on or at, and used or useful
in connection with the operation or maintenance of, the Premises.
1.7 `Electric Power Purchase Agreement" shall mean that certain Purchase
Agreement for Output of the Southport Facility between Landlord and Tenant dated June 24,
20111 and effective as of July 1, 2011, as may be amended, renewed, or extended from time to
time.
1.8 "Construction Expansion Commencement Date" shall be that date Tenant first
takes possession of the Facility Expansion Premises or the New Access Road Premises for
purposes other than normal pre -construction activities. Job site inspections, soils and survey
work, any relocation of utilities, and provision of temporary power to the Premises shall not be
considered commencement of construction. The parties agree to execute a memorandum
confirming the Construction Expansion Commencement Date after such date becomes known as
set forth herein.
1.9 "Fair Market Rent" shall mean the appraised value of annual market rent for the
® Premises as determined by an appraiser(s) selected by the Parties in accordance with the process
set forth in Section 3.1(c) hereof. In determining Fair Market Rent, an appraiser shall consider
market conditions, the Term and structure (absolutely net to Landlord) of this Lease, the
geographic location, size and configuration of the Premises, local market conditions, recent tax
assessments of the Premises by Governmental Authorities, and current rental rates under
comparable long term industrial leases in arms length transactions where landlord and tenant are
willing, typically motivated, and well informed. The Fair Market Rent shall be for the land only,
without consideration of the contributory value of any Improvements constructed by or on behalf
of Tenant, or Tenant's Personal Property. Rental inducements, concessions, incentives and
subsidies then being offered to prospective (new) tenants, as well as brokerage commissions
payable by landlords, shall be disregarded from the determination of Fair Market Rent.
1.10 "Company's Conductors" shall mean Landlord's wires extending from the Delivery
Point (as such term is defined in Section 1.19 of the Electric Power Purchase Agreement), to the
electric distribution or transmission system of the Transmission Provider (as such term is defined in
Section 1.73 of Electric Power Purchase Agreement).
ARTICLE 2 — TERM AND SURVEY
2.1 Term. With respect to the Facility Expansion Premises and the New Access
Road Premises, the term of this Lease shall commence on the Effective Date. With respect to the
Premises, the term of this Lease shall continue from the Effective Date until December 31, 2024,
is unless sooner terminated as provided herein (the "Term"); provided, however, that Tenant shall
N1247112v12 (Execution version) 3

® have the option to renew the Lease and extend the term for three (3) periods of five (5) years
each (each a "Renewal Term" and collectively the "Renewal Terms") at an Annual Rent
calculated and determined in accordance with Section 3.1 below.
2.2 Tenant's Access to Construction Expansion Premises and New Access Road
Premises. On and after the Effective Date, Tenant may access the Facility Expansion Premises
and the New Access Road Premises in accordance with and subject to the terms and conditions
of this Lease.
2.3 Survey of Premises. The Survey of the Premises approved by the Parties is
attached hereto as Exhibit A and incorporated herein by reference. The Survey provides legal
descriptions for the Existing Facility Leased Premises, Facility Expansion Premises, and New
Access Road Premises. The Survey shall be paid for by the Tenant.
2.4 Termination. At Tenant's sole discretion, in the event that the Electric Power
Purchase Agreement terminates for any reason except default by Tenant, Tenant may at any time
thereafter terminate the Lease by giving written notice to Landlord. In the event of Tenant's
default under the Electric Power Purchase Agreement and the expiration of any cure periods or
rights to cure default that the Tenant may have under the Electric Power Purchase Agreement,
Landlord, in its sole discretion, may terminate the Lease by giving written notice to the Tenant.
The effective date for such termination of this Lease by either Landlord or Tenant shall be one
hundred twenty (120) days after the non -terminating Party receives such notice (the "Early
® Termination Date"). If such written notice to terminate this Lease is given, Landlord shall have
until the Early Termination Date to notify Tenant if Landlord wishes to purchase the Cogen
Facility and Improvements. If Landlord so notifies Tenant, the purchase price of the Cogen
Facility and Improvements shall be determined in accordance with Article 16 of this Lease. If
Landlord does not elect to purchase the Cogen Facility and Improvements, then Tenant shall
remove the Cogen Facility and Improvements and surrender the Premises in accordance with
Article 16 of this Lease. After the Early Termination Date, the Parties shall have no further
obligations under this Lease, except as provided in Article 16 of this Lease and except for those
covenants and obligations set forth in this Lease that expressly survive or which by their very
nature require their performance after the expiration or termination of this Lease.
ARTICLE 3 — RENT
3.1 Annual Rent.
(a) Annual Rent Schedule. Tenant covenants and agrees to pay Landlord,
without offset or deduction, and without previous demand or prior notice therefore, rent for each
year of the Term of this Lease as follows ("Annual Rent'):
Lease
Year Annual Rent
Year 1 (2011): $53,750.00, prorated and payable as set forth in Section 3.2
is
hereof.
k124711202 (Execution Version) 4

n
U
C
Year 2 (2012): Annual Rent shall be a 1.5% increase from the total, non -
prorated Annual Rent of Lease Year 1.
Years 3-5 (2013 — 2015): Annual Rent shall increase each Lease Year by 1.5% from
the Annual Rent amount of the immediately preceding
Lease Year.
Year 6 (2016): Annual Rent shall be the greater of (i) a 1.5% increase from
the Annual Rent amount of Lease Year 5, or (ii) at the
option of either Party, the Fair Market Rent of the Premises
documented in a new appraisal prepared and completed on
behalf of the Parties before December 1, 2015, pursuant to
Section 3.1(c) hereof. If neither Party elects to perform
such an appraisal, the Annual Rent for Lease Year 6 shall
be a 1.5% increase from the Annual Rent amount of Lease
Year 5.
Years 7-10 (2017-2020): Annual Rent shall increase each Lease Year by 1.5% from
the Annual Rent amount of the immediately preceding
Lease Year.
Year 11 (2021): Annual Rent shall be the greater of (i) a 1.5% increase from
the Annual Rent amount of Lease Year 10, or (ii) at the
option of either Party, the Fair Market Rent of the Premises
documented in a new appraisal prepared and completed on
behalf of the Parties before December 1, 2020, pursuant to
Section 3.1(c) hereof. If neither Party elects to perform
such an appraisal, the Annual Rent for Lease Year 11 shall
be a 1.5% increase from the Annual Rent amount of Lease
Year 10.
Years 12-14 (2022 — 2024): Annual Rent shall increase each Lease Year by 1.5% from
the Annual Rent amount of the immediately preceding
Lease Year
(b) Lease Year Defined. The term "Lease Year" as used herein shall mean
each consecutive twelve (12) month period beginning on January I" of each year until the
expiration of the Term; provided, however, the first "Lease Year" shall be the period from the
Effective Datc until December 31, 2011.
(c) Fair Market Rent and Option Appraisals. At the option of either Party, the
Parties shall have (i) an appraisal prepared and completed before December 1, 2015 for purposes
of determining Annual Rent for Lease Year 6 (2016), (ii) an appraisal prepared and completed
before December 1, 2020 for purposes of determining Annual Rent for Lease Year 11 (2021),
and (iii) an appraisal prepared and completed before December 1st of any Renewal Term for
#1247112vl2 (Exaction Version)

® purposes of determining Annual Rent for the first Lease Year of such Renewal Term. The cost
of the aforementioned appraisals shall be shared equally by the Parties. For all appraisals
prepared under this Lease, the Parties shall attempt in good faith to mutually agree upon a
qualified independent appraiser. If the Parties are unable to so agree, then each Party shall
appoint an appraiser and the appointed appraisers shall select a third qualified and independent
appraiser to complete the appraisal. If an Option Appraisal is conducted pursuant to Article 26
of this Lease, and this Lease otherwise should continue after termination or revocation of the
Option, then the Option Appraisal shall not be considered for purposes of determining Annual
Rent. In such event, the amount of Annual Rent for the Lease Year occurring immediately after
the Lease Year in which the Option Appraisal was conducted shall be that amount of Annual
Rent set forth in Section 3.1(a) for the applicable Lease Year.
(d) Annual Rent for Renewal Terms. Except as otherwise agreed in writing
by the Parties, Annual Rent for the Renewal Terms shall be calculated and determined in the
same manner as Annual Rent for the Term. Each Party shall have the right to exercise an option
to obtain an appraisal of the Fair Market Rent of the Premises to determine the Annual Rent for
the first year of any Renewal Term. The Annual Rent for the first year of any Renewal Term
shall be that amount as shown by said appraisal, or a 1.5% increase from the Annual Rent
amount of the immediately preceding Lease Year, whichever is greater.
3.2 Rent Payments. Annual Rent for the first Lease Year (2011) shall be prorated
accordingly as of the Effective Date. Assuming an Effective Date of December 15, 2011,
Annual Rent for 2011 would be calculated as follows: The sum of (a) rent for the first eleven
® months $21,542 ($23,500 x 11/12), plus (b) rent for the remaining one month $4,479 ($53,750 x
1/12) resulting in a total 2011 Annual Rent of $26,021. A similar calculation shall be used once
the Effective Date is determined. The 2011 Annual Rent shall be due and payable by Tenant to
Landlord within fifteen (15) days after the Effective Date. Each successive Annual Rent
payment shall be payable by Tenant on or before the first day of February of each and every
calendar year during the Term.
LE
3.3 Late Charee. If Tenant fails to pay any installment of Annual Rent, or any other
charge that Tenant is obligated to pay hereunder within ten (10) days after the same is due and
payable, then, without limiting Landlord in the exercise of any other right or remedy of Landlord
with respect to such failure, Tenant shall pay Landlord interest on any amount not so paid at the
most recent "prime rate" as published in the Wall Street Journal. Interest shall begin to accrue
on any unpaid amount on the day that such amount is due and payable.
3.4 Rent Independent. Tenant's covenants to pay Annual Rent, Additional Rent (as
defined in Section 4.1) and any other sums payable to Landlord under this Lease are independent
of any other covenant, condition, provision, or agreement contained herein. Nothing herein
contained shall be deemed to suspend or delay the payment of any amount of money or charge at
the time that the same becomes due and payable hereunder, or limit any other remedy of
Landlord. Annual Rent and Additional Rent are sometimes collectively referred to as "Rent."
#1247112v12 (Exe=ion Version) 6

® ARTICLE 4 — TAXES AND UTILITY CHARGES
4.1 Taxes and Utilities. Tenant shall, during the Term of this Lease, as "Additional
Rent," pay and discharge punctually, as and when the same shall become due and payable, all
taxes, special and general assessments, water rents, rates and charges, sewer rents and other
governmental impositions and charges of every kind and nature whatsoever, extraordinary as
well as ordinary (hereinafter referred to as "Taxes'), and each and every installment thereof
which shall or may during the Term of this Lease be charged, levied, laid, assessed, imposed,
become due and payable, or liens upon or for or with respect to the Premises or any part thereof,
the Cogen Facility, or any Improvements, appurtenances or Personal Property owned by Tenant
on or in the Premises or Cogen Facility (or any part thereof), or the leasehold of Tenant under
this Lease, together with all interest and penalties thereon, under or by virtue of all present or
future laws, ordinances, requirements, orders, directives, rules or regulations of Governmental
Authorities whatsoever (all of which shall also be included in the term "Taxes" as heretofore
defined) and all charges for sewer, water, steam, heat, gas, hot water, electricity, light and power,
and other service or services, furnished to the Premises during the Term of this Lease. Tenant
shall indemnify and hold harmless Landlord, its parent, subsidiaries, and affiliates from and
against any lien, damages, or liability with respect to the failure to pay any such Taxes, including
all costs, expenses, and reasonable attorneys' fees related thereto. Taxes which are assessed in
the name of and billed directly to Tenant shall be due and payable by Tenant on the date stated in
such bill for Taxes; however, Taxes which are billed to Landlord shall be due and payable by
® Tenant within thirty (30) days of Tenant's receipt of an invoice for such bill for Taxes, together
with a copy of said bill.
4.2 Conversion to Installments. To the extent allowed by applicable law, Tenant or
its designees shall have the right to apply for the conversion of any assessment for local
improvements assessed during the Term of this Lease in order to cause the same to be payable in
annual installments, and upon such conversion Tenant shall pay and discharge punctually said
installments as they shall become due and payable during the Term of this Lease. Landlord
agrees to permit the application for the foregoing conversion to be filed in Landlord's name, if
necessary, and shall execute any and all documents requested by Tenant to accomplish the
foregoing result.
4.3 Payment. Tenant shall be deemed to have complied with the covenants of
Section 4.1 if payment of such Taxes shall have been made either within any period allowed by
law or by the Governmental Authority imposing such Taxes during which payment is permitted
without penalty or interest or before the same shall become delinquent. Tenant shall produce and
exhibit to Landlord satisfactory evidence of such payment, if Landlord shall demand the same in
writing.
4.4 Final Lease Year. All Taxes and assessments (which have been converted into
installments as set forth in Section 4.2), which shall become payable during the calendar year in
which the Term of this Lease terminates (final Lease Year) shall be apportioned pro rata between
Landlord and Tenant in accordance with the portion of such year, if any, during which such
is Tenn shall be in effect.
fl1247112v12 (Exxutlon Vasion) 7

® 4.5 Right to Contest. Tenant or its designees shall have the right to contest or review
all such Taxes by legal proceedings, or in such other manner as it may deem suitable which, if
instituted, Tenant or its designees shall conduct promptly at its own cost and expense, and free of
any expense to Landlord. If necessary and provided Landlord consents (such consent not to be
unreasonably withheld), such contest may be in the name of and with the cooperation of
Landlord and Landlord shall execute all documents reasonably necessary to accomplish the
matter. Notwithstanding the foregoing, Tenant shall promptly pay or post a payment bond for all
such Taxes if at any time the Premises (or any part thereof) shall then be immediately subject to
forfeiture or any lien, or if Landlord shall be subject to any civil or criminal liability, arising out
of the non-payment thereof. Tenant shall defend, indemnify and hold harmless Landlord, its
parent, subsidiaries, and affiliates with respect to liability resulting from any action taken by
Tenant in connection with this Section 4.5.
4.6 Tax Refunds. Landlord covenants and agrees that if there shall be any refunds or
rebates on account of the Taxes paid by Tenant under the provisions of this Lease, such refund or
rebate shall belong to Tenant. Landlord further covenants and agrees to make application
individually (if legally required) or to join in Tenant's application (if legally required) for a
separate tax assessment for the Premises (or for the Existing Facility Leased Premises, Facility
Expansion Premises, or the New Access Road Premises as the case may be). Landlord hereby
agrees upon request of Tenant to execute such instruments and to give Tenant such assistance in
connection with such applications as shall reasonably be required by Tenant. If such a separate
assessment cannot be obtained, Taxes shall be apportioned between the Premises and any other
® property on the Premises and the remainder of the tax parcel, as may be mutually agreed by
Landlord and Tenant, or failing agreement within thirty (30) days prior to the last date for paying
such Taxes without interest or penalty, taxes shall be apportioned by binding arbitration
conducted in accordance with the rules of the American Arbitration Association. If
apportionment has not been finally determined by the last date for payment of such Taxes
without penalty or interest, Tenant shall pay all disputed amounts of Taxes and when
apportionment is finally determined Landlord shall reimburse Tenant for any excess tax paid by
Tenant, plus interest at a floating rate equal to the most recent "prime rate" as published in the
Wall Street Journal.
4.7 Other. Nothing herein or in this Lease otherwise contained shall require or be
construed to require either party to pay any inheritance, estate, succession, gift, franchise, income
or profit taxes, that are or may be imposed upon the other.
ARTICLE 5 - USE OF PREMISES
5.1 Permitted Use of Existing Facility Leased Premises. Tenant shall use the
Existing Facility Leased Premises and the Facility Expansion Premises only for the construction,
operation, and maintenance of the Cogen Facility and for no other purpose without Landlord's
prior written consent.
5.2 Permitted Use of New Access Road Premises. Tenant shall use the New Access
® Road Premises only for the construction and maintenance (both at Tenant's sole cost and
# 1247112v12 (Execution Version) 8

® expense) and non-exclusive use of an access road for vehicular and pedestrian ingress, egress, and
regress to and from N.C. Highway 87 and Tenant's Cogen Facility. Landlord (and its employees,
agents, contractors, successors and assigns) shall be allowed to use the access road, to be
constructed and maintained by Tenant, for vehicular and pedestrian ingress, egress, and regress to
and from N.C. Highway 87 in the conduct of Landlord's business, in accessing the Landlord's other
real property, utility lines, facilities or equipment, and in the exercise of Landlord's right to enter the
Premises under this Lease, provided that such use by Landlord shall be in such manner as to not
violate any applicable Federal, State, or local law, regulation, code, ordinance, or requirement of
any Governmental Authority. Subject to the terms of the Lease, Tenant may install and utilize a
security gate crossing the access road within the New Access Road Premises, provided such
security gate does not prevent or unreasonably obstruct, delay or interfere with Landlord's use of -the
access road as authorized hereunder. Tenant shall provide Landlord, at no cost to Landlord, with
any security gate codes, access cards, and other information necessary for passing through the
security gate. The location of the security gate for the new access road shall be subject to
Landlord's prior approval (such approval not to be unreasonably withheld).
5.3 Compliance. The Premises shall not be used in such manner as to violate any
applicable Federal, State, or local law, regulation, code, ordinance, or requirement of any
Governmental Authority. Tenant, at Tenant's sole expense, shall comply at all times with all
present and future Federal, State, and local laws, ordinances, requirements, orders, directives,
rules and regulations of the Governmental Authorities whether the same are in force at the
commencement of the term of this Lease or may in the future be passed, enacted or directed,
which are applicable to Tenant's use or occupancy of the Premises, including without limitation
Tenant's construction, operation, and maintenance of the Cogen Facility (or any expansion of the
Cogen Facility onto the Facility Expansion Premises), any Improvements, or any access road on
the New Access Road Premises. Tenant shall exercise due care in its use and occupancy of the
Premises and shall not commit or allow waste to be committed on any portion of the Premises.
Tenant shall not create a nuisance, or use or allow the Premises to be used, for any immoral or
illegal purpose. Tenant shall pay all costs, expenses, liabilities, losses, damages, fines, penalties,
claims and demands, including reasonable attorneys' fees, which may in any manner arise out of
or be imposed because of the failure of Tenant to comply with the covenants of this Section 5.3.
Tenant shall have the right to contest by appropriate legal proceedings diligently conducted in
good faith, in the name of the Tenant, or Landlord (if legally required), or both (if legally
required), without cost or expense to Landlord, the validity or application of any law, ordinance,
rule, regulation or requirement of the nature referred to in this Section 5.3, and, if by the terms of
any such law, ordinance, order, rule, regulation or requirement compliance therewith may legally
be delayed pending the prosecution of any such proceeding, Tenant may delay such compliance
therewith until the final determination of such proceeding. Notwithstanding the foregoing,
Tenant shall take any action necessary to avoid any liens or forfeiture in connection with the
Premises. Tenant shall indemnify and hold harmless Landlord against any costs or expense
incurred by Landlord, including defense costs and attorneys' fees, as a result of Tenant's exercise
of its rights pursuant to this Section 5.3.
5.4 Enforcement of Use Restrictions. Landlord may enforce the restrictions on
Tenant's use of the Premises by termination of this Lease, provided that Tenant has not
is
conformed to said restrictions on use within thirty (30) days of receiving notice of Landlord's
N1247112vl2 (Execution Vmion) 9

® intent to so terminate the lease, or by injunctive or other equitable relief in addition to any other
legal remedies available to Landlord. In the event of any such legal or equitable action, the
prevailing party shall, among other things, be entitled to recover reasonable attorneys' fees and
costs.
ARTICLE 6 - CONSTRUCTION; REPAIRS AND MAINTENANCE;
ALTERATIONS AND IMPROVEMENTS
6.1 Acceptance of Premises. Tenant has inspected the Premises and accepts the
Premises in its "as is" condition on the Effective Date.
6.2 Construction and Improvements on Existing Facility Premises. Tenant, at
Tenant's sole cost and expense, shall have the right to construct, at any time and from time to
time during the Term of this Lease such Improvements as are desired by Tenant on the Existing
Facility Premises, provided such Improvements (a) will not unreasonably interfere with
Landlord's Brunswick Nuclear Plant operations or Landlord's existing electrical lines, facilities,
substation equipment, fencing, fixtures, and other related equipment located on, under or over
the Existing Facility Premises; and (b) comply with Landlord's applicable Transmission Line
Right -of -Way Use Guidelines, a current copy of which is attached hereto as Exhibit C. For
clarity, the Parties agree that, as of the Effective Date, the existing Cogen Facility complies with
the requirements of the previous sentence; and except for Improvements to the Cogen Facility
occurring after the Effective Date, requires no further review or approval by Landlord. With
respect to such construction performed under this Section 6.2 on the Existing Facility Premises,
® such work and Improvements shall be in compliance with all applicable laws, regulations, codes,
ordinances, and requirements of Governmental Authorities having jurisdiction and shall be
designed for the purposes permitted under Section 5.1 of this Lease; and provided further that
Landlord shall be provided with copies of any permit applications required by Governmental
Authorities, as well as the issued permit, prior to constructing such Improvements. Subject to the
procedures set out in this Section 6.2, including but not limited to Landlord's right of approval of
site plans, site plan modifications, and exterior elevations, Tenant may, at its option and at its
own cost and expense, at any time and from time to time, make such alterations, changes,
replacements, and additions, as it may deem desirable on the Existing Facility Leased Premises
consistent with the purpose permitted under Section 5.1, including the demolition of any
Improvement(s) thereon for the purpose of replacing the same; provided, however, that such
alterations, changes, replacements, and additions shall be of a similar nature, type, and character
as the Cogen Facility initially constructed. Any relocation of Landlord's existing electrical lines,
facilities, substation equipment, fencing, fixtures, or other related equipment located on, under or
over the Existing Facility Premises requested by Tenant or necessitated by Tenant's construction
of such Improvements shall be done at Tenant's cost and expense and shall be subject to
Landlord's prior approval (such approval not to be unreasonably withheld).
6.3 Construction of Cogen Facility Expansion and New Access Road. Tenant, at
Tenant's sole cost and expense, shall have the right to construct, at any time and from time to
time during the Term of this Lease (a) an expansion, modifications, and/or Improvements to or
for the Cogen Facility on all or any part of the Facility Expansion Premises; and/or (b) an access
® road (with necessary road related improvements for storm water management, drainage, safety and
#1247112v12 (Execution Version) 10

signage) for vehicular and pedestrian ingress, egress, and regress to and from N.C. Highway 87 and
®
Tenant's Cogen Facility on the New Access Road Premises. Construction performed under this
Section 6.3 with respect to the Facility Expansion Premises and/or the New Access Road Premises
shall (a) be in accordance with the approved Construction Documents (as hereafter defined) and
requirements of all Governmental Authorities having jurisdiction; (b) comply with the terms and
conditions of Article 20 (Environmental) of this Lease, including all applicable Environmental
Laws and subject to all applicable Environmental Permits; and (c) comply with Landlord's
applicable Transmission Line Right -of -Way Use Guidelines. With respect to such construction
performed under this Section 6.3 on the Facility Expansion Premises and/or New Access Road
Premises, such work and Improvements shall be in compliance with all applicable laws,
regulations, codes, ordinances, and requirements of Governmental Authorities having
jurisdiction and shall be designed for the respective purposes permitted under Article 5 of this
Lease; Tenant shall be responsible for all costs and expenses related to the design and
management of all of the aforesaid construction under this Section 6.3. Subject to the procedures
set out in this Section 6.3 and 6.4, Tenant may, at its option and at its own cost and expense, at
any time and from time to time, make such alterations, changes, replacements, and additions, as
it may deem desirable on the Facility Expansion Premises and New Access Road Premises
consistent with the respective purposes permitted under Article 5 hereof, including the
demolition of any Improvement on the Facility Expansion Premises for the purpose of replacing
the same; provided, however, that such alterations, changes, replacements, and additions shall be
of a similar nature, type, and character as the those initially constructed and approved by
Landlord. Any relocation of Landlord's existing electrical lines, facilities, fixtures, or other
related equipment located on, under or over the Facility Expansion Premises and/or New Access
® Road Premises requested by Tenant or necessitated by Tenant's construction of such
Improvements shall be done at Tenant's cost and expense and shall be subject to Landlord's
prior approval (such approval not to be unreasonably withheld). In addition to Tenant's
obligations pursuant to Section 6.4 of this Lease, Tenant also shall provide Landlord with copies
of any permit applications required by Governmental Authorities, as well as the issued permit,
prior to performing any construction pursuant to this Section 6.3.
6.4 Construction Documents and Landlord's Pre -Construction Review. Prior to
commencing construction of any Improvements or otherwise initiating any land -disturbing
activities on the Facility Expansion Premises and/or the New Access Road Premises, Landlord
shall have the right to review and approve Tenant's Construction Documents. No Improvements
for which Landlord's approval is required shall be constructed or otherwise located on the
Facility Expansion Premises and/or New Access Road Premises, unless the Construction
Documents therefor have been reviewed and approved by Landlord in writing, which approval
shall not be unreasonably withheld. Landlord shall be invited to attend design meetings to allow
sufficient familiarity with the Construction Documents to facilitate Landlord's review. All
schematic drawings, site plans, design development drawings, construction drawings and plans,
and specifications for any Improvements on the Facility Expansion Premises and/or New Access
Road Premises, erosion and sedimentation control plan, storm water management plan, and
completed application(s) for any required Environmental Permit, including without limitation
any storm water permit, erosion and sedimentation control plan approval, or other permits or
approvals required by Governmental Authorities having jurisdiction concerning construction,
® development, installation and improvement work on the Property and/or Tenant's use of the
a I24711202 (Execution vrnion) 1 I

® Property (collectively the "Construction Documents") shall be provided to Landlord for its
review and approval, such approval not to be unreasonably withheld. Tenant's Construction
Documents shall have sufficient detail to (a) assure that Tenant's design and construction work
will comply with all applicable Federal, State, and local, laws, regulations, codes, ordinances,
and requirements of Governmental Authorities having jurisdiction and will not unreasonably
interfere with Landlord's Brunswick Nuclear Plant operations or Landlord's existing electrical
lines, facilities, fixtures, and other related equipment located on, under or over the Facility
Expansion Premises or the New Access Road Premises as the case may be, (b) show what
portions of the Facility Expansion Premises or New Access Road Premises are proposed to be
affected and disturbed as a result of construction activities, and (c) delineate and identify any
wetlands (jurisdictional or isolated), streams, or riparian buffers on the Facility Expansion
Premises or New Access Road Premises that may be affected and/or disturbed as a result of
construction activities. Tenant also shall submit to Landlord, for Landlord's review and approval
in writing (such approval not to be unreasonably withheld) any material changes or
modifications to the Construction Documents sought by Tenant. Landlord's approval or
disapproval of the Construction Documents (or material changes or modifications thereof) shall
be transmitted in writing to Tenant within ten (10) business days of Landlord's receipt of such
Construction Documents. Any disapproval by Landlord shall set forth the specific grounds and
reasons for such disapproval and shall provide Tenant with specific recommendations for
obtaining Landlord's approval. Tenant shall, upon receipt of Landlord's reasonable objections,
modify the Construction Documents submitted, taking into account Landlord's objections, and
resubmit such revised Construction Documents for approval by Landlord in accordance with this
Section. Such process of submittal, review and comment by Landlord, and re -submittal by
® Tenant shall continue until such time as the Landlord approves the Construction Documents.
Except as otherwise provided in this Lease, Landlord shall have no liabilities, obligations, or
responsibilities whatsoever with respect to the Construction Documents and Landlord's approval
hereunder does not render Landlord liable for said Construction Documents.
6.5 Contractors. Prior to Tenant's contractors entering the Facility Expansion
Premises or New Access Road Premises for construction work, Tenant shall provide Landlord
with a list of the names of contractors and subcontractors so entering. Prior to Landlord's
contractors entering the Existing Facility Leased Premises, or any secured (or gated) portion of
the Facility Expansion Premises or secured (or gated) portion of the New Access Road Premises
in any non -emergency situation, Landlord shall provide Tenant with a list of the names of
contractors and subcontractors so entering. In the event of an emergency situation, Landlord
shall provide Tenant with a list of the names of contractors and subcontractors so entering within
a reasonable period of time after the emergency situation has ended.
6.6 Timber Cutting/Removal. Landlord discloses to Tenant that, prior to the
Effective Date and pursuant to that Timber Sale Agreement between Landlord and Squires
Forest Products, Inc. ("Squires") dated June 6, 2011 ("Timber Contract'), Landlord has sold and
conveyed all merchantable timber located on a portion of the New Access Road Premises to
Squires and granted Squires certain access and other rights to cut and remove such merchantable
timber. Tenant, at Tenant's cost, shall be responsible for coordinating Tenant's construction
work on the New Access Road Premises with Squires. Notwithstanding anything to the contrary
® in this Lease and subject to Squires' rights and ownership of merchantable timber on a portion of
91247112v12 (Exmution Version) 12

® the New Access Road Premises pursuant to the Timber Contract, Tenant may cut trees from the
New Access Road Premises and Facility Expansion Premises, but only such trees on those
portions thereof that are reasonably necessary for Tenant's ingress, egress, and completion of the
construction work in accordance with the approved Construction Documents. As consideration
for and prior to exercising said right to cut and remove trees from the Facility Expansion
Premises, Tenant shall pay Landlord $3,226.00. Absolutely no tree cutting work shall cause any
tree or limbs to fall within any of Landlord's transmission or distribution rights -of -way. Tenant
and Tenant's agents and contractors shall abide by and comply with all applicable Federal, State,
and local laws, regulations, codes, ordinances, and requirements of Governmental Authorities
having jurisdiction, including without limitation N.C. Gen. Stat. § 113A-52.1 pertaining to Best
Management Practices and the most recent N.C. Division of Forest Resources Best Management
Practices Manual, in exercising its tree cutting and removal rights hereunder. Tenant and
Tenant's agents and contractors shall at all times exercise the greatest possible care to minimize
or reduce the fire hazard from any dry brush, dead limbs, or logs that are left on the Property as
well as from any other cause. Tenant and Tenant's agents and contractors shall immediately
suppress any fires originating from their acts or omissions.
6.7 Interconnection Points. Tenant's Construction Documents must show any new
interconnection points between the Cogen Facility and Landlord's conductors, electrical
facilities, or other equipment. Any such interconnection related work shall otherwise be in
compliance with applicable terms of the Interconnection Agreement between the parties.
® 6.8 Performance of Work — General. Tenant, at Tenant's sole cost and expense,
shall perform any and all construction work on the Premises and any other work involving
alterations, repairs, replacements, additions, or demolition in compliance with all applicable
Federal, State, and local laws, regulations, codes, ordinances, and requirements of Governmental
Authorities having jurisdiction and only after obtaining and maintaining in full force and effect
all necessary permits, approvals, and licenses (including without limitation the Environmental
Permits as defined in Article 20 hereof). The construction and installation of Improvements on
the Premises shall be completed in a good and workmanlike manner. Any fines imposed for
failure of Tenant to comply with applicable laws, regulations, codes, ordinances, or requirements
of Governmental Authorities having jurisdiction shall be borne solely by Tenant.
6.9 Completion of Initial Construction. Upon completion of initial construction
activities on the Facility Expansion Premises or New Access Road Premises as the case may be
Tenant shall remove all construction equipment, temporary structures, construction trailers, and
surplus materials. Tenant, at Tenant's sole cost and expense, shall be responsible for disposal of
all building or construction -related rubbish, unused materials and other unused equipment. If
Tenant fails to comply with any of its foregoing removal obligations in -a reasonable time, then
Landlord may, after fourteen (14) days' written notice to Tenant, cause such removal to be done,
bill Tenant for the reasonable cost thereof, and receive full reimbursement thereof from Tenant
upon receipt of Landlord's demand.
6.10 Repairs and Maintenance. Tenant shall, at all times during the Term of this
Lease, and at its own cost and expense, keep and maintain or cause to be kept and maintained in
is
good repair and condition (ordinary wear and tear excepted), the Improvements; and at all times
k1247112v12 (Exaction Venion) 13

® during the Term of the Lease shall use all reasonable precautions to prevent waste, damage or
injury to the Premises. Landlord shall not be required to furnish any services or facilities or to
make any improvements, repairs or alterations in or to the Premises during the Term of this
Lease. In addition to the foregoing, Tenant shall keep in good repair, at its own cost and
expense, any and all rights of way located on Landlord's property and used by Tenant's coal
suppliers for deliveries of coal to the Existing Facility Leased Premises or Facility Expansion
Prcmiscs.
6.11 Title to Cogen Facility and Improvements. Title to the Cogen Facility, any
Improvements, the Personal Property and any alteration, change or addition thereto shall remain
solely in Tenant; and Tenant alone shall be entitled to deduct all depreciation on Tenant's
income tax returns for the Cogen Facility, all Improvements, Personal Property, additions,
changes or alterations.
6.12 Landlord Improvements. Landlord hereby reserves the right at any time to
make alterations or additions to or for its Brunswick Nuclear Plant and surrounding transmission
system and further reserves the right to construct other structures, facilities, or improvements on
the Premises from time to time and to make alterations thereof and additions thereto; provided
such alterations, additions, structures, facilities, and improvements do not unreasonably interfere
with Tenant's construction, operation, use, and maintenance of the Premises, the Cogen Facility
or improvements thereon.
ARTICLE 7 - LIENS
® Tenant shall keep the Premises free from any liens arising out of any work performed,
materials furnished or obligations incurred by or on behalf of Tenant. Tenant shall indemnify and
hold harmless Landlord from and against any liens and encumbrances arising out of any work
performed or materials furnished by or at the direction of Tenant. If, because of any act or
omission of Tenant, any mechanic's lien or other lien, charge or order for the payment of money
shall be filed against Landlord or any portion of the Premises (other than a Leasehold Mortgage
described in Article 14), Tenant shall, at its own cost and expense, cause the same to be
discharged of record by payment bond or otherwise within thirty (30) days after written notice
from Landlord to Tenant of the filing thereof; provided, however, that if Tenant desires in good
faith to contest the validity or correctness of any such lien, it may do so. Tenant shall indemnify
and hold harmless Landlord, its parent, subsidiaries, and affiliates from and against and from all
costs, liabilities, suits, penalties, claims and demands, including reasonable attorneys' fees
resulting therefrom.
ARTICLE 8 — INSURANCE
8.1 Tenant's Acquisition of Insurance Policies. Tenant shall, at its sole cost and
expense, procure and maintain, or cause to be procured and maintained, during the entire Term
and at all times after the Effective Date the following insurance policies set forth in Section 8.2
through Section 8.8 of this Article. All such insurance shall name Landlord as an additional
insured on all liability coverages and an additional loss payee on all property coverages. If
® Tenant at any time shall fail to insure or keep insured as aforesaid, Landlord may procure and
k1247112v12 (Exxution Version) 14

® maintain such insurance, and all sums expended by Landlord for that purpose shall be repayable
by Tenant on Landlord's demand.
8.2 Property Insurance. Tenant shall procure and maintain so-called "All Risk"
property insurance with an extended coverage endorsement for the mutual benefit of Tenant,
Landlord, and its mortgagee, if any, covering the Premises, the Cogen Facility, Improvements
and all of Tenant's Personal Property located on the Premises in an amount equal to at least one
hundred percent (100%) of the "full replacement cost" thereof, excluding footings, foundation
and excavation costs. The "full replacement cost" shall be determined from time to time, but not
more frequently than once in any twenty-four (24) calendar months at the request of Landlord,
by one of the insurers, or at the option of Landlord, at its sole cost and expense, by a qualified
appraiser, engineer, architect, or contractor who shall be mutually acceptable to the parties. Such
"All -Risk" insurance shall insure the Premises against loss for damage by fire and other perils
commonly covered under an extended coverage endorsement. As often as any such policy
expires or terminates, Tenant shall obtain a renewal or replacement policy providing similar
coverage. In the event of fire or other casualty, proceeds of any such policy shall be payable to
Tenant, Landlord, and its mortgagee, as their respective interests may appear, and in accordance
with the terms of Article 10 below. During any construction of the Cogen Facility and during
any subsequent restorations, alterations or changes in the Premises that may be made by Tenant
at a cost in excess of $100,000 per job, the policy shall include a Builder's Risk Computed Value
Non -reporting Form, which shall include the aforementioned coverage.
8.3 Commercial General Liability Insurance. Tenant shall procure and maintain
® commercial general liability insurance insuring against injuries or damages to persons or
property sustained in or about the Premises and the appurtenances thereto and providing
occurrence -basis coverage. Such insurance shall provide coverage of at least $5,000,000
combined single limit for death or injury to one or more persons and property damage.
J
8.4 Truck/Automobile Liability Insurance. Tenant shall procure and maintain
truck/automobile injury and property damage liability insurance covering all owned, non -owned,
and hired trucks, automobiles, and other vehicles. This insurance shall have a combined single
limit for bodily injury of $1,000,000 per person; $1,000,000 each occurrence; and for property
damage $1000,000 each occurrence.
8.5 Workers Compensation Insurance. Tenant shall procure and maintain Workers
Compensation Insurance and employer's liability insurance in respect of any work by employees
of Tenant on or about the Premises. Such Workers Compensation Insurance shall comply with
the laws of the State of North Carolina.
8.6 Excess/Umbrella Liability Insurance. Tenant shall carry and maintain in excess
of and following the form of the coverage provided by the Comprehensive General and
Automobile Liability Insurance in an amount of not less than $5,000,000 in the aggregate and
endorsed so that such limit shall not be reduced by losses at any other location other than the
Premises.
N1247112vl2 (Execution Version) 15

® 8.7 Environmental Impairment Coverage. Insurance policies procured and
maintained by Tenant pursuant to Sections 8.2 and 8.6 of this Lease shall include coverage for
sudden and accidental pollution and third party claims arising out of pollution caused or
exacerbated by Tenant (or Tenant's employees, agents, or contractors).
8.8 Terms of Insurance. Tenant may, at its option, bring its obligations to insure
under this Article 8 within the coverage of a "blanket" policy of insurance which it may now or
hereafter carry, by appropriate amendment, rider, endorsement, or otherwise; provided, however,
that the interest of Landlord shall thereby be as fully protected as if Tenant obtained individual
policies of insurance. All policies of insurance described in this Article 8 shall:
(a) be written as primary policies not contributing with and not in excess of
any coverage that Landlord may carry, but only with respect to the extent of liabilities and/or
defense of Landlord assumed by Tenant under the terms of this Lease.
(b) contain an endorsement providing that such coverage may not be canceled
with respect to Landlord except after thirty (30) days prior written notice (ten days prior written
notice for non-payment of premium) from the insurance company to Landlord; and
(c) be obtained from one or more companies licensed to do business in North
Carolina (or from such company or companies otherwise qualified and authorized to do business in
North Carolina) with general policyholder's ratings of at least "A:VH" in the most current Best's
® Insurance Reports during the Term of this Lease.
8.9 Certificates of Insurance. Upon Landlord's request, Tenant promptly shall
provide to Landlord copies of policies obtained by Tenant hereunder, together with certificates of
insurance, endorsed "Premium Paid," and certifying that each such insurance policy is in full
force and effect. Tenant shall also deliver to Landlord, upon Landlord's request, certificates for
the renewal policies of such insurance policy or policies.
8.10 [intentionally deleted]
8.11 Tenant's Personal Property. All Personal Property of Tenant on the Premises
and belonging to Tenant located at the Premises, shall be at the risk of Tenant only, and Landlord
shall not be liable for damage thereto or theft, misappropriation or loss thereof. Tenant agrees to
defend and hold Landlord (and Landlord's parent, subsidiaries, and affiliates, and their
respective officers, directors and employees,) harmless and indemnify them from and against
claims and liability for injuries or damages to such Personal Property; provided, however, the
foregoing shall not apply to any intentional or negligent act of Landlord, its employees, agents,
representatives, or contractors.
8.12 Waiver of Subrogation. All insurance policies carried by Tenant, Landlord or
Landlord's contractors who enter the Existing Facility Leased Premises or any secured (or gated)
portion the Facility Expansion Premises or the New Access Road Premises (if any), or leasehold
40 mortgagee covering the Premises or the Improvements shall expressly waive any right on the
# 1247112vl2 (Execution Version) 16

® part of the insurer against the other party, and such policies will include such waiver clause or
endorsement.
8.13 Landlord's Insurance Requirements. Landlord and any contractors of Landlord
that enter the Existing Facility Leased Premises or any secured (or gated) portion of the Facility
Expansion Premises or secured (or gated) portion of the New Access Road Premises shall have
in place Workers Compensation Insurance and employer's liability insurance in respect of any
work by employees of Landlord or Landlord's contractor on or about such portions of the
Premises. Such Workers Compensation Insurance shall comply with the laws of the State of
North Carolina. Further, any such contractor of Landlord shall have in place the following
insurance coverages, minimum limits and endorsements: (a) Commercial General Liability
Insurance in the with limits of $5,000,000 per occurrence and aggregate; (b) truck/automobile
injury and property damage liability insurance covering all owned, non -owned, and hired trucks,
automobiles, and other vehicles a combined single limit for bodily injury of $5,000,000 per
person; $5,000,000 each occurrence; and for property damage $5,000,000 each occurrence; (c)
coverage for sudden and accidental pollution and third party claims arising out of pollution
caused or exacerbated by Landlord's contractor (or the contractor's employees, agents, or
subcontractors). These limits may be met through a combination of primary and umbrella/excess
coverages. Further, all policies required by this Section 8.13 shall: (a) be written as primary
policies not contributing with and not in excess of any coverage that Tenant may carry, (b)
contain an endorsement providing that such coverage may not be canceled with respect to Tenant
except after thirty (30) days prior written notice (ten days prior written notice for non-payment of
premium) from the insurance company to Tenant and (c) be obtained from one or more
® companies licensed to do business in North Carolina (or from such company or companies
otherwise qualified and authorized to do business in North Carolina) with general policyholder's
ratings of at least "A:VH" in the most current Best's Insurance Reports. Notwithstanding
anything to the contrary in this Section 8.13, Landlord may satisfy any or all of its obligations
under this Section 8.13 through self-insurance.
ARTICLE 9 - INDEMNIFICATION, RIGHT OF ACTION
9.1 Tenant Indemnification of Landlord. Tenant agrees to indemnify, protect,
defend and hold harmless Landlord (and Landlord's parent, subsidiaries, affiliates, successors,
and assigns and all of their respective officers, directors, employees, and agents) from and
against any and all claims, causes of action, demands, judgments, losses, fines, penalties, costs
(including without limitation reasonable attorneys' fees and court costs), liabilities, actions and
damages (subject to the limitations set forth in Section 15.3 hereof) suffered by or asserted
against Landlord, its parent, subsidiaries, affiliates, successors, or assigns to the extent arising
from any of the following: (a) any breach or default on the part of Tenant in the performance of
any representation, warranty, covenant or other agreement on the part of Tenant to be performed
pursuant to the terms of this Lease; (b) any negligent act or omission on the part of Tenant (or
any of Tenant's officers, employees or agents); (c) Tenant's negligent construction, operation, or
maintenance of the Cogen Facility, Improvements or new access road, or Tenant's entry onto or
use of the Premises or Improvements; and/or (d) any injury to person (including death resulting
therefrom) or property sustained by anyone in and about the Premises or Improvements whether
® arising in contract, tort (including negligence), strict liability or otherwise, and not caused by the
#1247112vl2 (Execution Venion) 17

® negligence or misconduct of Landlord or its directors, officers, employees, contractors or agents,
except as otherwise provided by the terms and conditions of the Electric Power Purchase
Agreement. In the event any suit, action, or proceeding is brought against Landlord (or against
its parent, subsidiaries, affiliates, successors, or assigns) by reason of any such claim, Tenant,
upon notice from Landlord, shall defend such suit, action or proceeding by counsel reasonably
satisfactory to Landlord; provided however, Landlord retains the option of participating (with
counsel of its choosing) in the defense of any such suit or suits in which it may be a party and
without relieving Tenant of the obligation to defend the same. Tenant's obligations and the
provisions of this Article shall survive the expiration or sooner termination of this Lease.
9.2 Tenant Right of Action. Notwithstanding anything to the contrary herein, in the
event Tenant (or Tenant's direct or indirect parents, subsidiaries, affiliates, successors, and
assigns and all of their respective officers, directors, employees, and agents) (collectively or
individually, "Tenant Party') suffers any claims, causes of action, demands, judgments, losses,
fines, penalties, costs (including without limitation reasonable attorneys' fees and court costs),
liabilities, actions and direct damages to the extent arising from any injury to person (including
death resulting therefrom) or property sustained by anyone in and about the Premises or
Improvements whether arising in contract, tort (including negligence), strict liability or
otherwise, and caused by the negligence or misconduct of Landlord or its directors, officers,
employees, contractors or agents, then Tenant Party shall be entitled to pursue any and all
remedies otherwise available to it at law or equity. In the event of any such legal or equitable
action, the prevailing party shall, among other things, be entitled to recover reasonable attorneys'
fees and costs.
® ARTICLE 10 - DAMAGE AND DESTRUCTION
In the event that at any time during the Term of this Lease (or during any extended term
hereof) any of the Improvements shall have been substantially damaged or destroyed by fire or
any other cause whatsoever then, notwithstanding any other provisions of this Lease, Tenant
shall have the right (subject to the rights of leasehold mortgagees and the Southport -Owner
Trustee under the 1985 Ground Lease to the extent said Trustee has any such rights as of the
Effective Date), but not the obligations, to elect not to repair, replace or rebuild the
Improvements and to terminate this Lease by giving written notice of termination to Landlord on
or prior to the date ninety (90) days after the occurrence of such damage or destruction, and upon
the giving of such notice of termination the Term of this Lease shall expire and come to an end
on the last day of the calendar month in which such notice shall be given, with the same force
and effect as if said day had been originally fixed herein as the expiration date of the terms of
this Lease, provided that Tenant shall restore the Premises to their original unimproved
condition.
ARTICLE 11- CONDEMNATION
11.1 General. If the whole or a part of the Premises or any easement appurtenant
thereto or granted herein to Tenant or any part of Landlord's property adjacent to the Existing
Facility Leased Premises and/or Facility Expansion Premises (collectively the "Condemned
® Premises") shall be taken for any public or quasi -public use under any statute or by right of
A 1247112vl2 (Execution version) 18

® eminent domain or by purchase in lieu thereof, which in any such event renders the Condemned
Premises unsuitable for the conduct of Tenant's business thereon, then Tenant shall have the
right, but not the obligation, to terminate this Lease by giving written notice of such termination
to Landlord on or prior to the date one hundred and eighty (180) days after the date of such
taking (or purchase), and upon the giving of such notice of termination the Term of this Lease
shall expire and come to an end on the last day of the calendar month in which such notice shall
be given, with the same force and effect as if said day had been originally fixed herein as the
expiration date of the Term of this Lease.
11.2 Cooperation and Compensation. In the event of a taking (or purchase) resulting
in the termination of this Lease pursuant to the provisions of Section 11.1, the parties hereto
agree to cooperate in applying for and in prosecuting any claim for such taking and further agree
that the aggregate net award, after deducting all expenses and costs (including attorneys' fees)
incurred in connection therewith, shall be divided between them in proportion to the fair market
sales value of their respective interests in the property condemned which, in the case of the
Landlord, shall be the Landlord's interest in the land (and any other Landlord personal property
or facilities subject to the taking) constituting the portion of the Condemned Premises so
condemned, to be considered as vacant and unimproved land but subject to this Lease, assuming
this Lease would have continued to its full stated term. In the event of a taking (or purchase) not
resulting in the termination of this Lease which occurs during the Term of this Lease, the parties
hereto agree to cooperate in applying for and in prosecuting any claim for any taking, and Tenant
shall, at no cost or expense to Landlord, make (or cause to be made) all repairs to the
Improvements affected by such taking (or purchase) to the extent necessary to restore the same
® to a complete architectural unit to the extent practical, taking into consideration the amount of
land remaining after any such taking or purchase. All compensation available or paid to
Landlord and Tenant upon such a taking (or purchase) which does not result in the termination of
this Lease, shall be paid to Tenant to the extent necessary to restore the Improvements as
provided above, with the balance payable as provided in this Section to the extent of any funds
remaining, provided that Tenant shall remain liable to Landlord for all rents payable hereunder
as provided in Article 3.
11.3 Temporary Taking. All compensation for any temporary taking of the
Condemned Premises shall be to Tenant without participation by Landlord, unless the term of
such taking shall extend beyond the Term of this Lease, in which case such compensation shall
be prorated on a per diem basis between Landlord and Tenant. In case the respective portions of
any award to be received by Landlord, Tenant and the holder or holders of any Mortgage or
Mortgages shall not be fixed in the proceedings for such taking in accordance with the agreement
of the parties set forth in this Article 12, and if the parties shall not agree in writing on such
respective portions within thirty (30) days after the date of the final determination of the amount
of such award, the amounts of such respective portions shall be determined by arbitration (in
accordance with the rules then obtaining of the American Arbitration Association) in Raleigh,
North Carolina.
ARTICLE 12 - BANKRUPTCY
® If, after the commencement of the Term of this Lease:
#1247112v12 (Execution version) 19

® 12.1 Tenant, while having title to the Tenant's interest hereunder, shall be finally
adjudged to be insolvent;
12.2 A receiver or trustee shall be appointed for the aforesaid Tenant's property and
affairs;
12.3 The aforesaid Tenant shall make an assignment for the benefit of creditors or shall
file a petition in bankruptcy or insolvency or for reorganization or shall make application for the
appointment of a receiver; or
12.4 Any execution or attachment shall be issued against the aforesaid Tenant or any
of the aforesaid Tenant's property, whereby the Premises or any Improvements shall be taken or
occupied or attempted to be taken or occupied by someone other than the aforesaid Tenant,
except as may herein be permitted;
and such adjudication, appointment, assignment, petition, execution or attachment shall not be
set aside, vacated, discharged or bonded within sixty (60) days after the issuance of the same,
then a default under this Lease shall be deemed to have occurred so that the provisions of Article
15 hereof shall become effective and Landlord shall have the rights and remedies provided for
therein.
® ARTICLE 13 - ASSIGNMENT AND SUBLETTING
This Lease may not be assigned by Tenant, nor may the Premises be subleased (in whole
or in part or parts in either case) without the Landlord's prior written consent therefore in each
instance, which shall not be unreasonably withheld. Upon an assignment or sublease, Tenant
shall not be relieved of any obligation hereunder except by a writing signed by the Landlord and
except as set forth in such Consent and Agreement. Any assignee or subtenant, by an instrument
in writing in recordable form, shall assume and agree to keep, observe, and perform all of the
agreements, conditions, covenants, and terms of this Lease on the part of Tenant to be kept,
observed, and performed. This shall include a leasehold mortgagee in the event a leasehold
mortgagee or its Nominee (as hereinafter defined) comes into possession of the Premises.
"Nominee" means an entity designated by a leasehold mortgagee to become the tenant under this
Lease in place of Tenant as a result of the exercise by a leasehold mortgagee of its rights and
remedies under any leasehold mortgage or under this Lease. Subject to the foregoing, this Lease
shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
Consent to any assignment or subletting for which Landlord's consent is required shall not be
deemed consent to any subsequent assignment or subletting. In no event shall this Lease be
assignable by operation of any law, and the Tenant's rights hereunder may not become, and shall
not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization proceedings.
Tenant is not, may not become, and shall never represent itself to be an agent of Landlord. Tenant
expressly recognizes that Landlord's title is paramount, and that it can do nothing to affect or impair
Landlord's title. Landlord reserves the right to impose a reasonable charge or fee to Tenant to
reimburse Landlord for attorneys' fees and costs incurred by Landlord with the preparation and
k 1247112vl2 (Execution Version) 20

® review of documents in connection with Landlord's review and approval or disapproval of
Tenant's assignment or sublease request.
ARTICLE 14 — LEASEHOLD MORTGAGES
14.1 Tenant and every successor and permitted assign of Tenant, is hereby given the
right by Landlord in addition to any other rights herein granted without Landlord's prior written
consent to mortgage (including conveyance by deed of trust) its interests in this Lease, or any
part or parts thereof under one or more leasehold mortgage(s) and assign this Lease, or any part
or parts thereof, as collateral security for such mortgage(s), upon the condition that all rights
acquired under such mortgage(s) shall be subject to each and all of the covenants, conditions and
restrictions set forth in this Lease (including without limitation those set forth in Article 19
hereof), to all rights and interests of Landlord herein, and Landlord's Mortgage and Deed of
Trust dated May 1, 1940 recorded on August 19, 1952 in Book 104, Page 291, Brunswick
County Registry, as supplemented, none of which covenants, conditions or restrictions is or shall
be waived by Landlord by reason of the right given so to mortgage such interest in this Lease,
except as expressly provided herein. If Tenant and/or Tenant's successors and permitted assigns
shall mortgage this leasehold, or any part or parts thereof, and if the holder(s) of such
mortgage(s) shall, within thirty (30) days of execution send to Landlord a true copy thereof
together with written notice specifying the name and address of the mortgagee(s) and the
pertinent recording date with respect to such mortgage(s), Landlord agrees that so long as any
such leasehold mortgage(s) shall remain unsatisfied of record or until written notice of
satisfaction is given by the holder(s) to Landlord, the following provisions shall apply:
® 14.1.1 There shall be no cancellation, surrender or modification of this Lease by
joint action of Landlord and Tenant without the prior consent in writing of the leasehold
mortgagee(s).
14.1.2 Landlord shall, upon serving Tenant with any notice of default,
simultaneously serve a copy of such notice upon the holder(s) of such leasehold
mortgage(s). The leasehold mortgagee(s) shall thereupon have the same period of time
provided to Lessee under Article 15 hereof (as extended by remedy or cause to be
remedied the defaults complained of, and Landlord shall accept such performance by or
at the instigation of such leasehold mortgagee(s) as if the same had been done by Tenant;
14.1.3 Landlord agrees that the name of the leasehold mortgagee(s) may be
added to the "Loss Payable Endorsement" of any and all insurance policies required to be
carried by Tenant hereunder on condition that the insurance proceeds are to be applied in
the manner specified in this Lease and that the leasehold mortgage(s) or collateral
document shall so provide;
14.1.4 Nothing herein contained shall require said leasehold mortgagee(s) or
Nominee(s) to cure any default of Tenant referred to in Article 15 hereof;
14.1.5 The proceeds from any insurance policies or arising from a condemnation
® are to be held by any leasehold mortgagee(s) and distributed pursuant to the provisions of
t11247112v12.(Execution Version) 21

® this Lease, but the leasehold mortgagee(s) may reserve rights to apply to the mortgage
debt all, or any part, of Tenant's share of such proceeds pursuant to such mortgage(s);
and
14.1.6 Tenant may give leasehold mortgagee(s) notice of any arbitration
proceedings by the parties hereto. Tenant may provide the leasehold mortgagee(s)
written notice of, and a copy of any award or decision made in said arbitration
proceedings.
14.1.7 Anything herein contained notwithstanding, while such leasehold
mortgage(s) remains unsatisfied of record, or until written notice of satisfaction is given
by the holder(s) to Landlord, if any default shall occur which, pursuant to any provision
of this Lease, entitles Landlord to terminate this Lease, and if before the expiration of ten
(10) days after the date of service of notice of termination upon such leasehold
mortgagee, such leasehold mortgagee shall have notified Landlord of its desire to nullify
such notice and shall have paid to Landlord all rent and other payments herein provided
for, and then in default, and shall have complied or shall commence the work of
complying with all of the other requirements of this Lease, if any are then in default, and
shall prosecute the same to completion with reasonable diligence, then in such event
Landlord shall not be entitled to terminate this Lease and any notice of termination
theretofore given shall be void and of no effect.
® 14.2 Nothing in this Lease shall be considered as a subordination of Landlord's interest
in the Premises. The term "mortgage," whenever used herein, shall include whatever security
instruments are used in the locale of the Premises, such as, without limitation, deeds to secure
debt, deeds of trust, and conditional deeds, as well as financing statements, security agreements,
and other documentation required pursuant to the Uniform Commercial Code.
ARTICLE 15 - EVENTS OF DEFAULT; REMEDIES
15.1 Events of Default. The occurrence of any one or more of the following events
(in this Article sometimes called an "Event of Default") shall constitute a default and breach of
this Lease by Tenant:
(a) If Tenant fails to pay any Rent payable under this Lease or fails to pay any
other monetary obligation required to be paid by Tenant and such failure shall continue for a period
of fifteen (15) days after written notice from Landlord to Tenant that the same is due and payable or
if notice has been given on two (2) occasions of default within a twelve (12) month period, then the
failure of Tenant to pay rent or other charges for a period of five (5) days without notice.
(b) If Tenant fails to perform any of Tenant's non -monetary obligations or
breaches any covenant or representation or warranty under this Lease for a period of thirty (30) days
after written notice from Landlord; provided however, in the event of force majeure (as defined in
Article 25 of this Lease) or more time is required to complete such performance, Tenant shall not
be in default if Tenant (or its leasehold mortgagee) commences such performance within the thirty
® (30) day period and thereafter diligently pursues its completion without interruptions. The notice
u1247112vt2(Fx utiou version) 22

® required by this subsection is intended to satisfy any and all notice requirements imposed by law on
Landlord and is not in addition to any such requirement.
(c) If Landlord discovers that any financial statement, warranty, representation
or other information given to Landlord by Tenant, any assignee of Tenant, any subtenant of Tenant,
any successor in interest of Tenant or any guarantor of Tenant's obligation hereunder, and any of
them, in connection with this Lease, was materially false or misleading when made or furnished.
(d) The occurrence of any event set forth in Article 12 (Bankruptcy).
15.2 Remedies. Upon the occurrence of an Event of Default by Tenant, and at any
time thereafter, at Landlord's option, and without limiting Landlord in the exercise of any other
rights or remedies that Landlord may have at law or in equity by reason of such breach, with or
without notice or demand, Landlord may, at its option, (a) declare all rent and all other amounts
owed to Landlord hereunder for the remainder of the Term immediately due and payable; (b)
terminate this Lease without further notice (except as otherwise required in Article 15 hereof)
and exercise any rights or remedies available in this Lease, at law or in equity; (c) repossess the
Premises and dispossess any and all occupants of the Premises in the manner prescribed by the
law relating to summary proceedings or similar statutes, and with or without terminating, re -let
the same at such amount as Landlord deems reasonable in its sole discretion; and if the amount
for which the Premises is re -let is less than Tenant's rent and all other obligations of Tenant to
Landlord hereunder, then Tenant shall immediately pay the difference on demand to Landlord, as
® well as all costs whatsoever incurred in connection with such re -letting (including reasonable
attorneys' fees) and any rent or additional amounts then owing and outstanding, but if in excess
of Tenant's Rent and all other obligations hereunder, the entire amount obtained from such re -
letting shall belong to Landlord, free of any claim by Tenant; and (d) seize and hold the
Improvements and any personal property of Tenant located within the Premises and assert
against the same a lien for monies due Landlord. Landlord's reasonable attorneys' fees in
pursuing any of the foregoing remedies, or in collecting any rent or other amounts due
hereunder, shall be paid by Tenant.
E
15.3 Limitation on Landlord's and Tenant's Liability. In the event of a default or
breach by Landlord in the performance of Landlord's obligations hereunder or a violation by
Landlord of any of the provisions of this Lease, there shall be no personal liability of Landlord
and Tenant shall look solely to the equity of Landlord in the Premises for satisfaction of Tenant's
remedies. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO
EVENT, SHALL EITHER LANDLORD OR TENANT, OR THEIR DIRECT OR INDIRECT
PARENTS, AFFILIATES, OFFICERS OR EMPLOYEES BE LIABLE TO THE OTHER
PARTY OR THE OTHER PARTY'S DIRECT OR INDIRECT PARENTS, AFFILIATES,
OFFICERS OR EMPLOYEES FOR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR
PUNITIVE DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO LOSS OF
USE, REVENUE OR PROFITS, INVENTORY OR USE CHARGES, COST OF CAPITAL, OR
CLAIMS OF CUSTOMERS.
#1247112vl2 (Execution Version) 23

® ARTICLE 16 - SURRENDER OF THE PREMISES
On the last day or sooner termination of the Term of this Lease (and provided Tenant has
not exercised its option to purchase the Premises in accordance with Article 26 of this Lease and
consummated such transaction), Tenant shall quit and surrender the Premises broom clean and in
good condition and repair (ordinary wear and tear excepted). At the end of the Term of this
Lease, Tenant shall be obligated to remove the Cogen Facility and any or all Improvements and
Personal Property; provided, however, that if Landlord notifies Tenant in writing at least six (6)
months prior to the end of the Term of this Lease that it wishes to purchase the Cogen Facility
and Improvements, Tenant shall sell the Cogen Facility and Improvements to Landlord at their
fair market value as mutually determined by Landlord and Tenant through an independent
appraiser chosen by the Parties. If the Landlord shall not purchase the Improvements, Tenant
shall have sixty (60) days after the date of the expiration or termination of this Lease to
accomplish such removal.
ARTICLE 17 - QUIET ENJOYMENT
17.1 Covenant of Quiet Enioyment. Subject to the terms of this Lease and all
matters of record, upon paying the Rent and Additional Rent and performing the other terms,
covenants and conditions of this Lease on Tenant's part to be performed, Tenant shall and may
peaceably and quietly have, hold, occupy, possess and enjoy the Premises during the Term.
17.2 Right to Possession. Landlord covenants, warrants and represents that Landlord
alone has the full right to lease the Premises for the Term and as set forth in this Lease and that
possession of the Premises will be delivered to Tenant as of the date hereof, subject to the terms
and conditions of this Lease.
ARTICLE 18 - TRADE FIXTURES
Anything contained in this Lease to the contrary notwithstanding, Landlord
acknowledges, consents and agrees that all Improvements, including Personal Property,
furniture, fixtures and equipment which are installed or placed in, on or about the Cogen Facility
or other parts of the Premises by Tenant (collectively the "Trade Fixtures'), whether affixed to
the Premises or otherwise shall be and at all times remain the property of Tenant. Provided that
Tenant is not in default under the terms of this Lease, Tenant may remove its Trade Fixtures at
any time during the Term or upon the expiration or sooner termination of this Lease. Tenant
shall cause any damage to the Premises caused by such removal to be repaired at no cost to
Landlord, including performing any work that may be required to fully restore the Premises to
substantially the same condition as existed immediately prior to the occurrence of the damage.
ARTICLE 19 - SUBORDINATION
All rights and privileges granted to Tenant hereunder shall be subordinate and subject to
all utility rights -of -way within or along the Facility Expansion Premises or New Access Road
® Premises as shown on the Survey attached hereto as Exhibit A, the Timber Contract (insofar as
#1247112vl2 (Execution Version) 24

® it affects a portion of the New Access Road Premises and merchantable timber thereon), and all
matters of record, including without limitation the following`. Landlord's Mortgage and Deed of
Trust dated May 1, 1940 recorded on August 19, 1952 in Book 104, Page 291, Brunswick
County Registry, as supplemented, and any other mortgage, deed of trust, lien, or hypothecation
for security now or hereafter amended of record; that Railroad Agreement, dated November 13,
1974, between Carolina Power & Light Company and Pfizer, Inc; two easement deeds in
connection with the above -mentioned Railroad Agreement, both dated January 7, 1975, from
Carolina Power & Light Company to Pfizer, Inc. which easement deeds together granted Pfizer,
Inc. a right-of-way easement 100 feet wide for railroad, water and sewer line purposes. Both of
these easement deeds are recorded in Brunswick County Registry; that access road along the
eastern boundary of the Existing Facility Leased Premises; and any public road, highway, utility
or other easements of record. Tenant agrees to execute any documents required to effectuate
such subordination to the lien of any such mortgage, deed of trust, or hypothecation, as the case
may be.
ARTICLE 20 — ENVIRONMENTAL
20.1 Environmental Definitions. Capitalized terms used in this Article 20 are defined
as follows:
"Claim" or "Claims" means any of the following regardless of the merit thereof:
administrative, regulatory, or judicial action or cause of action, suit, obligation, liability, loss,
® proceeding, executory decree, judgment, fee, fine, penalty, damages (including without
limitation any diminution in value of the Premises), demand, demand letter, order, directive,
claim (including any claim involving liability in tort, strict, absolute, or otherwise), lien, or
notice of noncompliance or violation.
"Environmental Cost" or "Environmental Costs" means any cost or expense (including
without limitation any reasonable attorneys', engineers', experts', and consultants' fees and
expenses), which is or may be reasonably necessary (i) to comply with any and all
Environmental Laws (or bring the Premises into compliance with any and all Environmental
Laws, (ii) to respond to and defend against any Claim, to protect the environment, or to the
health or safety (including occupational health and safety) of any person, (iii) to permit or
facilitate any lawful use of the Premises, and (iv) for Landlord to conduct all appropriate
inspections to confirm that the Premises has been brought into compliance with any and all
Environmental Laws.
"Environmental Law" or "Environmental Laws" (together with the term "Law" which is
incorporated into the terms "Environmental Law" or "Environmental Laws" by reference) means
any Federal, North Carolina or local Law relating to the Management of Regulated Substances or
the regulation or protection of the environment (including without limitation protection of the air,
water, and land), human health and safety, occupational safety and health, fire prevention, solid
and hazardous waste, natural resources, and fish and wildlife (including fish and wildlife
habitat). Any reference in this Lease to "applicable laws", "requirements of Governmental
Authorities having jurisdiction", or words of similar import or meaning shall be deemed to
® include Environmental Laws.
R1247112v12 (Exwution Version) 25

® "Landlord Indemnified Parties" means Landlord and/or its parent, subsidiaries, affiliates,
successors, and/or assigns, whether one or more.
"Indemnify" with respect to any Claim or Environmental Cost, means: (a) to indemnify,
defend, save and hold harmless, reimburse, and make whole on an after-tax basis any of the
Landlord Indemnified Parties and all of their respective officers, directors, employees, or agents
from any Claim or Environmental Cost imposed on or incurred by any of the Landlord
Indemnified Parties or asserted by any Third Party against the Landlord Indemnified Parties; (b)
to defend any suit or other action brought against any of the Landlord Indemnified Parties on
account of any Claim or Environmental Cost; and (c) to pay any judgment against, and satisfy
any equitable or other requirement imposed on any of the Landlord Indemnified Parties resulting
from any such suit or action, along with all costs and expenses relative to any such Claim,
including without limitation reasonable attorneys', consultants', and expert witness' fees and
expenses, regardless of whether any such Claim or Environmental Cost is covered by any policy
of insurance.
"Law" means any Federal, State, and local law, statute, ordinance, rule, regulation,
criterion, guideline, and rule of common law and any judicial or administrative interpretation
thereof, including any judicial or administrative order, consent decree, judgment, or notice of
violation, non-compliance, regulatory requirements, which now is in effect or which hereafter is
enacted or amended.
is"Manage" or "Management," with respect to any substance or material, means the
manufacture, processing, distribution, use, possession, generation, transportation, labeling,
identification, handling, treatment, storage, disposal, Release, or threatened Release thereof.
"Permit(s)" or "Environmental Permit(s)" means written permission issued by any
governmental body or authority pursuant to Environmental Law, including without limitation to
Manage any Regulated Substance, to construct, install, operate or maintain any structure, device,
or equipment on the Premises, or to otherwise engage in any activity or operation on the
Premises that is under the jurisdiction of any Federal, State or local environmental, health, safety,
fire prevention, or wildlife regulatory agency.
"Regulated Substance" means any pollutant, contaminant, chemical, material, substance,
sewage, or waste the exposure to, access to, or Management of which, is now or hereafter
prohibited, limited, defined, or regulated by any Environmental Law, or governmental body.
The term "Regulated Substance" or "Regulated Substances" shall include without limitation any
petroleum or petroleum product, oil, organic solvent (whether halogenated or non -halogenated),
and any chemical, material, substance, or waste which is now or hereafter becomes defined as (or
included in the definition of) hazardous substance, hazardous waste, hazardous material,
extremely hazardous substance, restricted hazardous waste, toxic substance, toxic pollutant, or
words of similar import, under any Environmental Law.
"Release," with respect to any material, means any spilling, leaking, pumping, emitting,
® emptying, discharging, injecting, escaping, leaching, dumping, or disposing of such material into
p1247112vl2 (Hxmution version) 26

® the environment, or any other act or event the occurrence of which would require containment,
remediation, notification, or similar response under any Environmental Law.
"Release Notification Requirement" means any requirement imposed by any
Environmental Law to notify any Third Party of a Release of Regulated Substances.
"Third Party" means any person or entity other than Landlord and Tenant and includes
without limitation any governmental unit, insurance carrier, private enterprise, or other
individual.
For purposes of applying the covenants set forth in this Article 20, the Premises shall
include the soil, groundwater and surface water (if any) in, on, and under the Premises.
20.2 Tenant's Responsibilities and Indemnification.
(a) Tenant's Responsibilities. Tenant covenants and agrees that the Premises
and the Cogen Facility shall at all times be kept, operated, and maintained in compliance with this
Lease, Environmental Laws, any required Environmental Pen -nits, and any order, decree, directive,
or approval of any governmental authority having jurisdiction over the Premises, the Brunswick
Nuclear Plant, and Tenant's activities under this Lease. Tenant, at Tenant's sole cost and expense,
shall fully comply, and have its officers, employees agents, contractors, representatives, vendors,
and invitees fully comply, with all Environmental Laws, obtain and keep in good standing any
® required Environmental Permits, and/or any of Tenant's activities as contemplated under this Lease.
Tenant shall provide Landlord with a copy of any Environmental Permit that is required for, or
related to Tenant's activities on the Premises within five days of Landlord's request. Tenant shall
take all necessary precautions and implement best management practices to protect the physical and
environmental conditions of the Premises and Landlord's property on the Premises including
without limitation, cooperating with Landlord and all governmental authorities having jurisdiction
to (i) prevent soil erosion, (ii) protect existing vegetative cover, and (iii) protect and minimize
adverse impacts to air, land, subsurface (including groundwater) and surface water quality, and
natural resources and habitat in and around the Premises. All Regulated Substances and other
products supplied and used by Tenant in the Cogen Facility process will be stored, handled,
transported, and/or disposed in a manner that complies with all Environmental Laws. Tenant shall
provide Landlord with Material Safety Data Sheets for all such Regulated Substances and products
to the extent required by Environmental Laws and upon Landlord's request.
(b) Release of Regulated Substance. During the Term, Tenant shall not cause,
permit, or allow the Release of any Regulated Substance on, at, or under the Premises or from
the Cogen Facility, except to the extent such Release is fully and expressly authorized and
covered under a valid Environmental Permit. Tenant shall not allow the storage, presence, or use
of Regulated Substances on the Premises in any manner in violation of any Environmental Law
or not sanctioned by Law. In the event that Tenant (or any of Tenant's employees, agents,
contractors, representatives, vendors, or invitees) shall Release any Regulated Substance onto or
from the Premises or Cogen Facility (and such Release is not authorized and covered under a
valid Environmental Permit), Tenant immediately shall comply with all Release Notification
® Requirements, notify Landlord of the Release, and diligently prosecute to completion all steps,
4 1247112A 2 (Exccution version) 27

® actions, procedures, and remedies to abate, assess, cleanup, and remediate the Release to the
extent required of Tenant by Environmental Laws and Governmental Authorities having
jurisdiction. If Tenant fails to commence such steps, actions, procedures, and remedies within
twenty-four (24) hours (or such other time period as required by applicable Environmental Laws)
and/or fails to diligently and continuously prosecute the same to completion, Landlord may
employ or perform such steps, actions, procedures, or remedies. Tenant shall promptly reimburse
Landlord for all Environmental Costs arising out of its performance of same. Tenant shall copy
Landlord simultaneously (but not less than five days after the Tenant's issuance or receipt) on all
correspondence to and from Tenant and any Federal, State, or local environmental, health or
safety governmental agency, which relates in any way to the environmental condition of the
Premises.
(c) Notices to Landlord. Tenant, within three (3) business days of receiving
notice of any Claim imposed on, incurred by, or asserted by any person against Tenant or
Landlord that arises from, or in connection with, or relates in any way to the Tenant's
Management of Regulated Substances; Tenant's use, management or occupancy of the Premises
or Cogen Facility; or any other of the Tenant's activities and operations with respect to the
Premises, Cogen Facility, or the Improvements, shall notify Landlord of such Claim in writing.
Tenant also shall notify Landlord immediately and again in writing within three business days of
becoming aware of any of the following that is caused, suffered, contributed to, attributable to, or
permitted by Tenant or Tenant's employees, agents, contractors, representatives, vendors, or
invitees: (i) any violation or suspected violation of any Environmental Law; or (ii) any actual or
® threatened pollution, contamination, Release, harm, or damage to the Premises, Landlord's
property on the Premises, or to Landlord's other real property, structures, facilities, and personal
property in and around the Premises and Brunswick Nuclear Plant.
(d) Environmental Indemnification by Tenant. Tenant shall Indemnify the
Landlord Indemnified Parties (and all of their respective officers, directors, employees, and
agents) from and against any and all Claims and Environmental Costs that arise from or relate in
any way to Tenant's (or any of Tenant's employees', agents', contractors', representatives',
vendors', or invitees') (i) Management of Regulated Substances; (ii) failure to comply with
Environmental Laws; or (iii) failure to comply with the terms of Article 20 of this Lease.
Landlord retains the option of participating at its own expense (with counsel of its choosing) in
the defense of any such suit or suits in which it may be a party without relieving Tenant of the
obligation to defend the same. If any lender or governmental agency shall ever require testing or
sampling to ascertain whether or not there has been any Release in violation of Tenant's
obligations under this Article, then Tenant shall reimburse Landlord the reasonable costs thereof
upon Landlord's demand as Additional Rent. In addition, Tenant shall execute affidavits,
representations and the like from time to time, at Landlord's request, concerning Tenant's best
knowledge and belief regarding the presence of Regulated Substances on the Premises.
(e) Landlord's Right to Audit. Landlord reserves both the right (but has no
obligation) to enter onto the Premises at reasonable times and to audit, inspect, and monitor
Tenant's compliance with Environmental Laws and environmental obligations under this Lease.
Tenant shall fully cooperate with Landlord in the conduct of such audits and inspections. In this
® regard, Tenant shall provide to Landlord, within ten (10) days of Landlord's request, copies of all
#1247112v12 (Execution version) 28

® documents and analyses prepared or generated by or on behalf of Tenant, which documents and
analyses relate in any way to the environmental condition of the Premises, Tenant's compliance
with Environmental Laws and its obligations under this Lease. Landlord also reserves the
privilege to communicate directly with any Third Party concerning Tenant's compliance with the
terms and conditions of this Lease. Landlord's failure at any time to audit Tenant's compliance
with Environmental Laws shall not waive Landlord's rights, privileges, or remedies under this
Lease. Landlord shall pay for the costs of such audit or inspection, unless the audit or inspection
discloses a failure of Tenant to comply with the terms and conditions of this Article. In such an
event, Tenant shall pay the reasonable costs of the audit or inspection to Landlord on receipt of
Landlord's demand.
(f) Environmental Investigation at Lease Expiration or Termination. Upon
the expiration or termination of this Lease, Tenant shall surrender the Premises in compliance
with all Environmental Laws. If requested by Landlord, Tenant shall provide to Landlord, at
Tenant's sole cost and expense, a report (the `Environmental Report"), conducted and prepared
by a competent licensed professional environmental engineer or consultant, which affirms, based
on reasonable testing and sampling, that the surface and subsurface soil and groundwater
conditions of the Premises are in compliance with all Environmental Laws and do not pose any
threat or risk to human health, safety. Such Environmental Report shall be provided to Landlord
at least four weeks prior to the expiration of the Term or sooner termination of this Lease, with
the investigation upon which such Environmental Report is based occurring no earlier than eight
weeks prior to the expiration of the Term or sooner termination of this Lease.
® (g) Exceptions. Notwithstanding anything to the contrary herein, the
foregoing covenants and obligations of Tenant contained in this Article shall not apply to any
condition or matter constituting a violation of Environmental Law (i) which existed prior to the
commencement of Tenant's use or occupancy of the Existing Facility Leased Premises under the
1985 Ground Lease, (ii) which existed relative to the Facility Expansion Premises or the New
Access Road Premises prior to the commencement of Tenant's use or occupancy of Facility
Expansion Premises or the New Access Road Premises (as the case may be) under the Lease, (iii)
was not caused, in whole or in part, by Tenant or Tenant's officers, employees, agents,
contractors, representatives, vendors, or invitees; or (iv) which was caused in whole or in part by
Landlord or Landlord's employees, agents, contractors, representatives, vendors, or invitees
(collectively the "Landlord Responsible Parties") and not caused, in part, by Tenant or Tenant's
officers, employees, agents, contractors, representatives, vendors, or invitees (but excluding any
Landlord Responsible Parties).
1
(h) Survival. The covenants and obligations contained in this Article 20 shall
survive the expiration of the Term or sooner termination of this Lease, and shall continue for so
long as Tenant, its successors and assigns, may be subject to any Environmental Cost or other
obligation against which Tenant has agreed to Indemnify the Landlord Indemnified Parties under
this Article 20.
ai2ar112vi2 (Ex=fim Vmion) 29

® ARTICLE 21 - NOTICES AND DEMANDS
21.1 Any notice, demand or other communication (excluding rent payments) required
or permitted by law or any provision of this Lease to be given or served on either party shall be
in writing, addressed to the parry at the address set forth below, or such other address as the party
may designate from time to time by notice, and (a) deposited in the United States mail, registered
or certified, return receipt requested, postage prepaid, (b) delivered by an overnight private mail
service which provides delivery confirmation such as, without limitation, Federal Express,
Airborne or UPS, or (c) personally delivered at such address. All communications delivered as
set forth herein shall be deemed received at the earlier of actual delivery, forty-eight (48) hours
after deposit in registered or certified United States mail, postage prepaid or twenty-four (24)
hours after deposit with an institutional overnight delivery service, and addressed to the parties
as follows:
If to Tenant: CPI USA North Carolina LLC
3250 Lacey Road, Suite 500
Downers Grove, IL 60505
Attention: Vice President - Operations
and with a cony to: General Counsel
Capital Power Corporation
® 10423 —101" NW-12" Floor
Edmonton, Alberta
T5H OE9
If to Landlord: Progress Energy Service Company, LLC
410 S. Wilmington Street, Progress Energy Building — PEB 3A,
Raleigh, N.C. 27601 (or P.O. Box 1551 — PEB 3A, Zip 27602-1551)
Attention: Real Estate Land Manager
21.2 The rent payable by Tenant hereunder shall be paid to Landlord by means of
regular United States mail, postage prepaid, to the following address, or to such person or
address as Landlord may designate in writing:
Progress Energy Service Company, LLC
Land Management
P.O. Box 1551—PEB 3A
Raleigh, North Carolina 27602
ARTICLE 22 — ATTORNEYS' FEES
If any action or proceeding, whether judicial or non judicial, is commenced with respect
to any claim or controversy arising from a breach of this Lease or seeking the interpretation or
enforcement of this Lease, including any exhibits attached hereto, in addition to any and all other
® relief, the prevailing party or parties in such action or proceeding shall receive and be entitled to
R1247112vi2 (Execution version) 30

® recover all costs and expenses, including reasonable attorney's fees and costs, incurred by it on
account of or related to such action or proceeding.
ARTICLE 23 — COORDINATION OF RAIL DELIVERIES
Tenant's Cogen Facility will receive coal shipments via a rail line that transverses
Landlord's entry and departure routes for Landlord's Brunswick Nuclear Plant. Tenant agrees to
coordinate all rail deliveries with Landlord so as not to interfere with entry or departure from the
Brunswick Nuclear Plant.
ARTICLE 24 - GENERAL PROVISIONS
24.1 Binding on Successors. All of the covenants, agreements, provisions and
conditions of this Lease shall inure to the benefit of and be binding upon the parties hereto,.their
successors, legal representatives, and assigns.
24.2 Severability. If any term or provision of this Lease or the application thereof to
any person or circumstance shall be invalid or unenforceable, to any extent, the remainder of this
Lease, or the application of such term or provision to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and
provision of this Lease shall be valid and enforceable to the maximum extent permitted by law,
• 24.3 Entire Agreement. This Lease and the exhibits attached hereto contain the entire
agreement between the parties and shall not be modified in any manner except by a document
executed by the parties hereto or their respective successors in interest.
24.4 Captions. The captions used in this Lease are inserted as a matter of convenience
only, and in no way define, limit or describe the scope of this Lease or the intentions of the
parties hereto, and shall not in any way affect the interpretation or construction of this Lease.
24.5 No Waiver/Performance by Others. A waiver by Landlord or Tenant of any
breach of any provision of this Lease shall not be deemed a waiver of any breach of any other
provision hereof or of any subsequent breach by Tenant or Landlord of the same or any other
provision. Any act required to be performed by Tenant pursuant to the terms of this Lease may
be performed by others on Tenant's behalf and the performance of such act shall be deemed to
be performance by Tenant and shall be acceptable as Tenant's act by Landlord.
24.6 [intentionally deleted]
24.7 Time of Essence. Time is of the essence with regard to every provision of this
Lease and the exhibits attached hereto.
24.8 Governing Law. This Lease shall be governed by and construed in accordance
with the laws of the State of North Carolina.
® 24.9 Interaretation/Counteraarts. This Lease has been negotiated by the parties
hereto and by the respective attorneys for each party. The parties represent and warrant to one
91247112vl2 (Execution Version) 31

® another that each has, by counsel or otherwise, actively participated in the negotiation and
preparation of this Lease for execution. In the event of a dispute concerning the interpretation of
this Lease, each party waives the doctrine that an ambiguity should be interpreted against a party
who drafted the document. Wherever herein the singular number is used, the same shall include
the plural, and the masculine gender shall include the feminine and neuter genders, and vice
versa, as the context shall require. This Lease may be executed in any number of counterparts,
each of which shall be deemed an original but all of which shall constitute one and the same
document.
24.10 No Third Party Rights. The terms and provisions of this Lease shall not be
deemed to confer any rights upon, nor obligate any party hereto to, any person or entity other
than the parties hereto.
24.11 Landlord's Right of Entry. Landlord or Landlord's agents and designees shall
have the right, but not the obligation, to enter upon the Premises at all reasonable times,
consistent with Tenant's reasonable safety and operational requirements, to inspect and examine
the same and to exhibit the Premises to prospective purchasers and prospective tenants, but in the
latter case (with respect to prospective tenants) only during the last one (1) year of the term of
this Lease. Landlord may enter the Premises at any time in the event of an emergency affecting,
in Landlord's sole discretion, Landlord's Brunswick Nuclear Plant or any of Landlord's lines,
Landlord's or Brunswick Electric Membership Corporation's lines, transformers, substation
equipment, fencing, facilities, fixtures, equipment, the Company's Conductors, and/or other
® personal property of Landlord or Brunswick Electric Membership Corporation now or hereafter
located upon the Premises.
24.12 Short Form Lease. This Lease shall not be recorded. At the request of either
party, the parties shall execute and record (with recording costs paid by the requesting parry) in
the Person County Registry a short form memorandum of this Lease, which shall identify the
parties and the Premises, and specify the Term and any options to extend the Term. Upon the
expiration or sooner termination of this Lease, Landlord shall have a unilateral right to cancel or
terminate.any such lease memorandum that may be recorded.
24.13 Due Authorization. Each person executing this Lease on behalf of Landlord and
Tenant, respectively, warrants and represents that the party for whom he or she is acting has been
duly formed, is in good standing, and has duly authorized the transactions contemplated herein
and the execution of this Lease by him or her and that, when so executed, this Lease shall
constitute a valid and binding obligation of the party on whose behalf it is so executed.
24.14 Relationship of Parties. Nothing contained in this Lease shall be deemed to
create a partnership or joint venture between Landlord and Tenant. Landlord and Tenant's
relationship in this Lease shall be deemed to be one of landlord and tenant only.
24.15 Incorporation of Exhibits. All exhibits attached to this Lease are hereby
incorporated herein as though set forth in full in this Lease itself.
a1247112v12 (Ex«utim Vmim,) 32

® 24.16 Signs. Tenant shall have the right to install, maintain and replace in, on or over or
in front of the Existing Facility Leased Premises or Facility Expansion Premises, or in any part
thereof, such signs as Tenant may desire provided that (a) Tenant shall comply with any
applicable requirements of Governmental Authorities having jurisdiction and shall obtain any
necessary permits for such purposes, and (b) that such signs shall be approved by Landlord,
which approval shall not be unreasonably withheld or delayed.
ARTICLE 25 — FORCE MAJEURE
In the event that Landlord or Tenant or any leasehold mortgagee of Tenant shall be
delayed, hindered in or prevented from the performance of any act required hereunder by reason
of strikes, lock -outs, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, the act, failure to act or default of the other
party, war or other reason beyond their control, then performance of such act shall be excused for
a period not to exceed the delay, and the period for the performance of any such act shall be
extended for a period not to exceed the period of such delay.
ARTICLE 26 — TENANT'S OPTION TO PURCHASE THE PREMISES
AND RIGHT OF FIRST REFUSAL
26.1 Option to Purchase. Subject to the terms of this Article 26 and this Lease,
commencing on the Effective Date and continuing for a period of three (3) years thereafter until
® the third anniversary date of the Effective Date (the "Option Period"), Landlord hereby grants
and conveys to Tenant an option to purchase the Premises (the "Qption') for a sum to be
determined within 180 days prior to exercise of such Option by Tenant by means of an appraisal
of the fair market value of the Premises, appraised as land only without consideration of the
contributory value of the leasehold interest conveyed and described in this Lease, any
Improvements constructed by or on behalf of Tenant, or Tenant's Personal Property (the Option
Appraisal"). The Option Appraisal shall be prepared by an appraiser mutually selected by the
Parties. At any time during the Option Period, Tenant may request an Option Appraisal for
purposes of evaluating whether to exercise the Option. Tenant shall be responsible for paying
the cost of any Option Appraisal. At any time during the Option Period, Tenant may exercise the
Option by delivering written notice to Landlord received by Landlord before the expiration of the
Option Period at the following address:
Progress Energy Service Company, LLC
410 S. Wilmington Street, Progress Energy Building — PEB 3A,
Raleigh, N.C. 27601 (or P.O. Box 1551 — PEB 3A, Zip 27602-1551)
Attention: Real Estate Land Manager
26.2 Right of First Refusal. The right of first refusal granted to Tenant herein ("Right
of First Refusal") shall apply only if Tenant does not exercise the Option prior to the expiration
of the Option Period. Subject to the terms of this Article 26 and this Lease, if Landlord, at any
time commencing after the expiration date of the Option Period and continuing for a period of
two (2) years thereafter until the fifth anniversary date of the Effective Date (the "Rigtq of First
® Refusal Period"), shall receive any bona fide offer from a third party to purchase the Premises,
N1247112v12 (Execution Version) 33

and such offer is acceptable to Landlord, Landlord agrees to notify Tenant in writing of such
® offer (the "Refusal Notice"). Tenant shall have thirty (30) days from and after receipt of the
Refusal Notice to decide whether or not to purchase the Premises at the same purchase price and
subject to the same material terms and conditions contained in the third party bona fide offer.
Tenant shall deliver written notice to Landlord at the address set forth in Section 26.1 of this
Lease within thirty (30) after Tenant's receipt of the Refusal Notice if Tenant elects to purchase
the Premises pursuant to the Right of First Refusal. If Tenant notifies Landlord of its intent not
to purchase the Premises pursuant to the Right of First Refusal or Tenant shall give no notice to
Landlord within the 30-day period after receipt of the Refusal Notice, then Tenant shall be
deemed to have rejected such offer to purchase the Premises pursuant to the Right of First
Refusal and Tenant's Right of First Refusal hereunder shall be terminated in all respects and of
no further force and effect, and Landlord may accept such third party bona fide offer and proceed
with the sale under the same terms presented to Tenant; provided however, if Landlord does not
proceed with and consummate said sale, Tenant's Right of First Refusal shall be revived and
continue until the expiration of the Right of First Refusal Period, subject to the terns of this
Article 26 and this Lease.
26.3 Exercise of Option/Right of First Refusal. Upon Tenant's timely exercise of the
Option or Right of First Refusal, the Parties shall use commercially reasonable efforts to
negotiate and enter into a definitive and binding purchase and sale agreement for the Premises
(on PEC's standard form and in all respects acceptable to PEC), which sets forth terms of such
sale and the closing of the associated transaction. Despite use of commercially reasonable
® efforts, if the Parties cannot agree upon and enter into a definitive and binding written purchase
agreement within sixty (60) days after Tenant's exercise of the Option, the Option shall
automatically be terminated and revoked, becoming void and of no further force and effect
during the remaining term (if any) of the Option Period. Despite use of commercially reasonable
efforts, if the Parties cannot agree upon and enter into a definitive and binding written purchase
agreement within sixty (60) days after Tenant's exercise of the Right of First Refusal, the Right
of First Refusal shall automatically be terminated and revoked, becoming void and of no further
force and effect during the remaining term (if any) of the Right of First Refusal Period. If
Tenant is in default of this Lease, Landlord shall have the right to terminate and revoke this
Option and the Right of First Refusal upon delivery of written notice to Tenant. This Option and
the Right of First Refusal are personal to Tenant. Tenant shall not assign this Option and/or
Right of First Refusal, in whole or in part, to any Person without the prior written consent of
Landlord, such consent to be given or withheld in Landlord's sole discretion.
ARTICLE 27 — CERTIFICATES
Either party shall, without charge, at any time and from time to time hereafter, within
fifteen (15) days after a reasonable written request of the other, certify by written instrument duly
executed and acknowledged to any leasehold mortgagee or purchaser, or proposed leasehold
mortgagee or proposed purchaser, or any other person specified in such request, as to whether
this Lease has been supplemented or amended, and if so, the substance and manner of such
supplement or amendment; as to the existence of any known default hereunder; as to the
existence of any known offsets, counterclaims or defenses thereto on the part of such other party;
as to the commencement and expiration dates of the term of this Lease; and as to any other
#12471 M12(Execution Version) 34

® matters as may reasonably be so requested. Any such certificate may be relied upon by the party
requesting it and any other person, to whom the same may be exhibited or delivered, and the
contents of such certificate shall be binding on the executing party.
ARTICLE 28 — EMERGENCIES; LANDLORD'S FACILITIES AND EQUIPMENT
Nothing in this Lease shall be construed to limit or deny in any way the rights of
Landlord (and Landlord's employees, agents, and contractors) to the full access to and the
operation, maintenance and use of the transmission and distribution lines, transformers,
substation, fencing, facilities, fixtures, equipment, the Company's Conductors, and/or other personal
property of Landlord now or hereafter located for its utility and business purposes within or in
immediate proximity of the utility right-of-way areas and that 1.19 acre area labeled "Progress
Energy 230 kV SW Substation", as shown on the Survey attached hereto as Exhibit A. In
addition, nothing in this Lease shall be construed to limit or deny in any way the right of
Landlord (and Landlord's employees, agents and contractors) to full and unrestricted access to
and use of the Facility Expansion Premises and New Access Road Premises for the construction,
use, operation and maintenance of additional electric generating facilities, transmission and
communication lines, and related facilities and equipment, including, but not limited to, such
facilities and equipment associated with the implementation and compliance with approved on -
site and off -site emergency plans and/or security plans relating to and in support of the
Brunswick Nuclear Plant, and with regard thereto, Landlord specifically reserves the following
rights:
® (a) To place or have placed, at its expense and at locations chosen by Landlord,
public alerting signal devices and/or signs on the Facility Expansion Premises and New Access
Road Premises for the purpose of informing the public as to what action should be taken upon
hearing an alerting signal;
(b) To immediately close the Facility Expansion Premises and New Access Road
Premises and evacuate or cause to be evacuated all persons therefrom in the event of an
emergency as declared by Landlord;
(c) To enter the Facility Expansion Premises and New Access Road Premises at any
time for the purpose of assessing radiological effects of its operation, an emergency, or for
practicing the radiological assessment function;
(d) To conduct on -site counts or studies of the usage of the Facility Expansion
Premises and New Access Road Premises;
(e) To reasonably limit the Tenant's construction and operations on the Facility
Expansion Premises and New Access Road Premises should the Tenant's construction and
operations become inconsistent with the approved emergency and security plans (as of the
Construction Expansion Commencement Date) relating to and in support of Landlord's
Brunswick Nuclear Plant; and
(f) To enter the Facility Expansion Premises and New Access Road Premises at any
time for the purpose of verifying operability of, or performing maintenance on, Landlord -owned
equipment used during emergency conditions including Landlord's public alerting signal devices
(sirens).
0 [SIGNATURES APPEAR ON FOLLOWING PAGE]
#1247112v12 (Execution Vmion) 35

IN WITNESS WHEREOF, the parties, by and through their duly authorized officers
and/or representatives, have executed this Lease, as of the Effective Date first above written.
LANDLORD:
CAROLINA POWER & LIGHT COMPANY d/b/a
PROGRESS ENERGY CAROLINAS, INC.
By: ,
Name: Gayle S. 'er
Title: Vice President — Corporate Services
Date:
® TENANT:
CPI USA NORTH
E
Name: Robert Brassard
Title: Vice President - Operations
Date:
*l
#1247112v12 (F.x=Won Version) 36

® EXHIBIT A
E
(ATTACH COPY OF FINAL SURVEY)
H1247112vl2 (Execution Version) 37

(LEGAL DESCRIPTION OF EXISTING FACILITY LEASED PREMISES)
Being a certain tract or parcel of land lying and being in the Smithville Township,
Brunswick County, State of North Carolina and lying on the north side of NCSR 1527, the west
side of an Access Road Right -of -Way, and the south side of an existing railroad track and more
particularly described by metes and bounds as follows:
BEGINNING at a found iron marking a comer on the southern boundary of property
owned by Carolina Power and Light Company and recorded in the Office of Register of Deeds of
Brunswick County in Deed Book 252, Page 12 and having North Carolina Coordinates Y =
71,797.18 and X = 2,299,416.01 as referenced by a May 1968 Map by Moore, Gardner and
Associates, Inc. described as Carolina Power & Light Company Drawing No. RW-D-1315;
thence a new division line through properties owned by Carolina Power & Light Company and
recorded in the Office of Register of Deeds of Brunswick County in Deed Book 252 at page 12
and Deed Book 231 at page 478, North 00° 00' 00" East, 1388.44 feet to a point 50 feet south of
the centerline of an existing railroad track; thence along a line parallel to and 50 feet south of the
centerline of said existing railroad track and along a curve concave to the north and having a
radius of 3092.39 feet, an arc distance of 436.75 feet, a delta of 08' 05' 32" and having a chord of
South 830 34' 53" East, 436.39 feet to a point 50 feet south of the centerline of said existing
® railroad track and on the western line of a 100 foot wide access road right-of-way; thence along
the western line of said 100 foot right-of-way and along a curve concave to the east and having a
radius of 1017.99 feet, an arc distance of 242.62 feet, a delta of 13' 39' 19" and having a chord of
South 24° 18' 49" East, 242.04 feet; thence continuing along the westem line of said 100 foot
right-of-way South 31° 08' 29" East, 1504.40 feet to an intersect point on the western line of said
100 foot right-of-way and on the northern right-of-way of NCSR 1527, being 30 feet from the
centerline of NCSR 1527, thence along the northern right-of-way of NCSR 1527, South 67° 26'
32" West, 110.29 feet to a point 30 feet from the centerline of NCSR 1527 and on the southern
boundary of property owned by Carolina Power & Light Company and recorded in the Office of
Register of Deeds of Brunswick County in Deed Book 252, Page 12; thence with the southern
boundary of said Carolina Power & Light Company property, North 80' 06' 41" West, 1227.70
feet to the place and point of Beginning.
Said tract or parcel contains 28.17 acres, more or less, and reference is hereby made to a
plat and survey "Boundary Survey, Cogentrix" as surveyed by Ralph P. Hines and Associates,
January 13, 1986, and recorded in the Office of Register of Deeds of Brunswick County in
Cabinet Q, at page 203.
k1247112vl2 (Excwtion Version) 38

® EXHIBIT C
(PEC'S TRANSMISSION LINE RIGHT-OF-WAY USE GUIDELINES)
Use Guidelines
Progress Energy's goal is to provide safe, reliable and economical electrical service to all
customers. Keeping electricity reliable requires unobstructed access for maintaining power lines,
facilities and rights of way. The following list has been developed to provide owners with a
guide for the use of Progress Energy's transmission line rights of way. If you wish to use a
Progress Energy transmission right of way, please contact a Progress Energy rights -of -way
representative concerning any proposed plans. Contact the Progress Energy Real Estate
Department at [phone].
All landowners must adhere to any and all of the Transmission Use Guidelines listed below.
• Structures (any man-made assembly), Equipment and Storage: Under limited
circumstances, a structure, piece of equipment or storage may be allowed, with prior
written approval from an authorized Progress Energy representative — if they meet all of
the following criteria:
1. Is temporary and is easily and immediately movable at owner's expense.
® 2. Does not restrict complete access and maintenance of line or right of way, or
future use by Progress Energy.
Does not adversely affect the safety of customers, company personnel or the
general public.
4. Is not located under and at least 15 feet beyond the outside conductor and does
not exceed 12 feet in height.
Structures, equipment and storage include, but are not limited to, the following:
buildings, sheds, storage facilities, trailers, billboards, signs, street or area lights,
hunting stands, recreational facilities, dumpsters, satellite signal -receiver systems,
items within storage facilities, garbage, trash, uprooted stumps, boulders, rubble,
flammable material, building material, and junk or inoperable vehicles. Permanent
or non -movable buildings, swimming pools, mobile homes and airstrips are not
allowed within Progress Energy rights -of -way.
• Immovable Ground Facilities: Under limited circumstances, immovable ground
facilities may be allowed, with prior written approval from an authorized Progress
Energy representative, if they meet all of the following criteria:
1 These facilities must cross the centerline of Progress Energy's transmission line at an
isfrom
of 45 degrees or greater and the edge of the item should be at least 30 feet
from any Progress Energy structure or anchor.
niz47MA2 (imcutioa vemioo) 39

® 2. All underground facilities must be capable of bearing the weight of Progress Energy
maintenance vehicles.
Manholes must be 30 or more inches above grade, unless in paved or graveled
areas.
4. Fire hydrants, utility pedestals, or any other above ground facilities shall not be
allowed directly under conductors nor within 15 feet of the outside conductor.
Immovable ground facilities include but are not limited to, the following: streets,
roads, driveways, water and sewer lines, ditches and any underground facilities. If,
during the construction of facilities, a customer cuts or damages the counter
poise/grounding grid, the customer must reimburse Progress Energy for the cost of
repairs. Septic tanks and/or related drain fields, absorption pits, wells, burial
grounds, and underground vaults are not allowed within Progress Energy rights of
way.
• Parking Lots may be constructed on Progress Energy rights of way with prior written
approval from an authorized Progress Energy representative, and if they are in
compliance with the following conditions:
1. A barrier adequate to protect the pole, tower or anchor will be erected, by the party
constructing the parking area, in such a manner as to restrict parking to at least five
® feet from pole, tower or anchor.
2. Grading must be approved by Progress Energy.
3. Lighting facilities must be approved by Progress Energy.
4. Signs and other attachments to any Progress Energy structure are prohibited.
Grading will not be allowed without prior written approval from an authorized Progress
Energy representative. Access to Progress Energy facilities must be maintained at all
times. Any grading that allows water to pond or to cause erosion around any pole, tower
or anchor is prohibited. Grading within 30 feet of any Progress Energy structure or
anchor will not be allowed. Slopes may not exceed a one foot rise/fall in elevation over a
four feet horizontal distance (1:4 slope).
• Fences must be installed at least 10 feet away from poles or towers and can not exceed 8
feet in height. Fences may not be attached to Progress Energy poles or towers. If Progress
Energy's ability to travel up and down the right of way is impeded, the property owner
must install a 12-foot gate(s).
• Lakes, ponds, erosion control facilities and dams may be allowed, with prior written
approval from an authorized Progress Energy representative, if they do not interfere with
Progress Energy's access and/or maintenance requirements.
® • Trees, shrubs, bushes, hedges, low -growing evergreens, flowers, grasses, low-
H1247112v12 (Execution Vmion) 40

® growing shrubs or.gardens planted within Progress Energy rights of way must not
exceed a maximum height of 12 feet at maturity, and may not interfere with Progress
Energy's access and/or maintenance requirements.
E
• No item shall be allowed on Progress Energy's rights -of -way that violates the
National Electrical Safety Code.
No burning activities are allowed in rights of way.
#1247112v12 (Execution Vmion) 41

LJ
Stormwater Management
Permit Application
Prepared for:
CPI USA North Carolina LLC
Southport Plant
1281 Powerhouse Drive
® Southport, North Carolina 28461-3155
Prepared by:
RTP Environmental Associates, Inc.
304-A West Millbrook Road
Raleigh, North Carolina 27609
June 2013
E
rJ
CEIVE
UN 21 2013
BY:

if �r
kS
px,
•

® CPI USA NORTH CAROLINA LLC
SOUTHPORT PLANT
EXPRESS PERMIT PROCESS FOR COASTAL STORMWATER PERMIT
STORMWATER DETAILED NARRATIVE
1. General Information
a. Name of Project
North Carolina Emissions Control Project — Southport Plant
b. Street Address, City, County
1281 Powerhouse Drive, Southport, North Carolina 28461
c. Acres in Tract
Total tract site acreage = 34.04 acres
d. Acres Impervious Surface
Total overall impervious surface = 11.61 acres
• e. Acres in Wetlands
1. Wetlands Must Be Delineated
l
McKim & Creed delineated wetlands and Waters of the US at the
Southport facility on April 3, 2009. No wetlands or Waters of the US
were found on the site of the existing plant.
McKim & Creed used current US Army Corps of Engineers (USACE) and
North Carolina Department of Environment and Natural Resources (NC
DENR) worksheets to determine waters status (ephemeral, intermittent,
perennial) as well as USACE wetlands methods and worksheets as
outlined in The Atlantic and Gulf Coastal Plain Interim Regional
Supplement (Supplement) to the 1987 Wetland Delineation
Manual. Wetland and Waters determination was overseen by Tim
Schueler, PE of McKim & Creed's Stormwater Division who has a
Wetland Delineation training certificate from Rutgers University and has
been delineating wetlands in Maryland and North Carolina for 6 years.
A formal JD package was submitted to the US ACE for the onsite "no
findings" area.
Page 1 of 6

® 2. Proposed Wetland Impacts Require Permits From Corps & DWQ
No Wetlands Impacts — see e(1).
f. Ownership Information From NC Secretary of State Web Site
CPI USA North Carolina LLC (the Lessee)
g. Description of Development Proposal
1. Previous or Existing Permits
Existing Permits:
Stormwater Permit # NCS000348
NPDES Permit # NCO06509
Title V Air Permit # 0588T08
2. Tax Parcel ID Number
Real Estate Property Tax Identification No. 22200006A
® Note — the land parcel on which the Southport Plant is located is
owned by CAROLINA POWER & LIGHT COMPANY, a North
Carolina corporation d/b/a PROGRESS ENERGY CAROLINAS,
INC. CPI USA North Carolina LLC — Southport Plant pays the parcel
taxes.
1
h. Pre-1988 Built Upon Area, If Applicable
The Southport Plant was built in 1987, beginning commercial operations
in September of 1987. The pre-1988 Built Upon area is not known, and is
not applicable to this project.
i. Discuss Phasing of the Project & Stormwater Facilities When
Applicable
Please refer to the enclosed Site Plan. The project includes an expansion of
the existing solid fuel storage pad and the addition of the following
equipment: sorbent (lime) storage silos and enclosed sorbent blowers, a motor
control center building, control buildings, additional fans for over -fire air, a
truck scale, two truck dumpers, ancillary fuel handling equipment, new in -
plant roadways to handle additional truck traffic, and a closed sand filter.
Page 2 of 6

® j. Discuss Proposed Waste Water Treatment & Water Supply
Water supply to the Southport Plant is provided:
• The Plant is connected to the Brunswick Country public water
supply system
• The Plant also receives water from on -site groundwater wells with
a combined capacity of 600 gallons per minute
In reference to the proposed project modifications described in 2.d. below:
• An expansion of the existing fuel pad storage is designed to direct
stormwater to the Plant's concrete wastewater treatment basins.
This activity is authorized by NPDES permit NC0065099.
• The wastewater from the concrete basins is treated for pH and
solids prior to discharge under the plant's existing NPDES permit
NC0065099.
k. Identify Historic Sites & Projects Being Funded With Public Monies
None
1. Disclose Any/All Non -Compliance Issues with DENR Agencies
® The Southport Plant has no Non -Compliance Issues with DENR Agencies
El
2. Stormwater Information
a. Provide River Basin, Stream Classification & Index Number for All
water Bodies On or Adjacent To The Project or Closest to The Project
Area
Per the Geologic Map of North Carolina (1985), the Southport site is
located within the Coastal Plain Geologic and Physiographic Province of
North Carolina. The site is underlain by the Waccamaw Formation.
Project stormwater draining to the Plant's concrete wastewater treatment
basins, and authorized by NPDES permit NC0065099, will be directed to
the Progress Energy manmade cooling water drainage canal which
discharges to the Atlantic Ocean. The remainder of the project's
stormwater runoff will be directed to an unnamed tributary just north of
the plant, which also ultimately discharges to the Progress Energy
manmade cooling water drainage canal which discharges to the Atlantic
Ocean.
Page 3 of 6

® The Stream Classification & Index Number of the Progress Energy
Cooling Water Canal and its unnamed tributary are:
The Atlantic Ocean at the canal's discharge point has Stream
Classification SB, therefore, the unnamed tributary and discharge canal
also have stream classification SB
Index Number: 99-(2)
Classification List per http://portal.ncdenr.org/web/wq/ps/csu/classifications
b. Identify Whether the Stormwater Design is High Density or Low
Density, Commercial or Residential, State Stormwater or NPDES
Phase II, Address Vested Rights When Applicable; Identify Pockets of
High Density
The stormwater design for this project is:
Hiah Density. Commercial. State Stormwater
Vested rights are not applicable.
The following is a description of neighboring properties:
® NORTH:
A railroad spur defines the northern property boundary with the
Progress Energy — Brunswick Nuclear Facility beyond.
• WEST:
Undeveloped wooded land is located west of the site
• EAST:
A railroad spur and Progress Energy's facility entrance defines the
property to the east. A switch yard compound is located
immediately east of the Progress Energy driveway near the cooling
towers of the site.
L'J
• SOUTH:
A residential retirement community of single and multi -occupant
homes have been constructed to the south of the site along Leonard
Street and several residential properties have been built near the
main entrance to the site on Leonard Street.
Page 4 of 6

® c. Proposed Total % Impervious Surface
34.1 %
d. Number of Proposed Treatment Measures, Type(s) of Collection
System
Please refer to the enclosed site plan. The runoff from some of the new
structures will flow into the existing concrete wastewater basins, and will
be discharged under the plant's existing NPDES permit.
The remaining runoff from new impervious surfaces will be treated for
85% TSS control in a closed subsurface sand filter, and will be discharged
from the site as clean stormwater. Some of the runoff upstream of the sand
filter will flow across grassed swales, but no TSS removal is attributed to
these swales. As such, these swales are classified as `Conveyance Swale
(Not Seeking Credit).'
e. Will All Built Upon Area Be Collected
The plant was constructed in 1987, prior to coastal stormwater permitting
regulations, and very few changes have been made at the plant site since
® that date. However, existing site constraints and topography means that
treatment of runoff from a portion of the new impervious surface is either
infeasible or not cost effective.
In lieu of not treating runoff from all new BUA in the sand filter, this
application proposes to treat runoff from some of the existing BUA, at a
1.5:1 tradeoff ratio.
The enclosed Plans show the areas being treated in the sand filter, and the
sand filter sizing calculations demonstrate that the proposed closed sand
filter is appropriately sized for this volume of runoff.
f. Identify Whether or Not the Project Has Buffer Requirements &
Whether or Not Development Is Proposed Within A Buffer
There is a requirement for a 50 foot wide vegetative buffer for new
development activities and a 30 foot wide vegetative buffer for
redevelopment activities. All new system installations included in the
project will be installed with a minimum 50 foot wide vegetative buffer
between the system and surface waters.
Page 5 of 6

g. Discuss Coastal Management Areas of Environmental Concern When
Applicable
There are no known Coastal Management Areas of Environmental
Concern impacted by the Project.
h. Disclose Whether or Not Off -Site Runoff Is Coming Onto The Site or
Into The Proposed BMP
Off -site runoff is not coming into the site. The Southport site's western,
northern and eastern boundaries are surrounded by a perimeter ditch
system that serves as a barrier to off -site stormwater run-on.
i. Discuss Whether Road Construction Across Other Property Is
Necessary To Access This Project
Road construction across other property is not necessary to access this
project.
j. Is The Department of Transportation Requiring The Construction Of
A Turn Lane Or Road Widening Associated With The Project
® No. A traffic study was conducted to determine traffic aspects and
impacts. The Southport project is projected to increase roadway vehicle
traffic by approximately 30-40 vehicles per day. This traffic volume
increase did not require a turn lane or a widening of the roadway per DOT
representatives.
E
Page 6 of 6

11
•
E
SITE
r L_OC .NTIO\ f
,��"'✓re
•,*N� r `�"_ "'f: T .'.,y'"*'T�E�e"�.a r'w3fi♦
.a }Y 77VJ
-
"� _{,4 Gr"�{ � _.�,...- •• 2-. ` `F Y" F «5� 1 /J i �Jle(y* ��x ¢ 1
1
+�« } a R+'---•,..:�, `F .r.,,F'(�, rtY ` � ti�A�ihTx+st+` � �
�{
Site Location Map 1990 Topographic Map
CPI USA North Carolina LLC Southport and Kure Beach, North Carolina
Southport Facility

cnk
a. W N
s1.
SE:;w3�So
vieAs
aIna
naa a• 3�s;s:=�� i.
Rz
9$"as�i_ =- `any k�n:.se
;�� = alp a - g•
0 0 0

Y�Y2 Y Y�Y.^i�'d g "a� 77�@233.2335.3®3 Y® ::p«8.R is3s.•
^eRa3tEaSSa:SS..9RRaxa33". innYyn77n99Y1111�nny7Y9�oq�9 jail
E
3gs=33q"a' sxssaa:x y saoRs R- ��asa
�ynnny�=all � A
Esszss:x=.axsa°s3g3::a59a"asga3ssa393aR°a3=9e
" :ggt'e Hii �° assssnsas s aa�a.^^^a ;ia isiR
'
33�3�3a"3d"�a3!#s!laass as""`$it- ..q^a3yag a
a s-eax 'Ax•s :« aRs� °°a� d HJJAAA A3._ s7 �$�?xx. �•
2r ci
3g�Ss^ "3
�3A �A3 aas-Rhss.`,•,�� $ A33a�
�a.as^^s;eB,iTy'yxBesa3iH
A is a_ «a s:_"a..a _A� m, m.
zn. " '._'..ng-p gasg11.i"
4 3=L73 •• ••••'�e2:•"1JJJ33= r•.�a.�a3s•As'a3i"•a'�'iS$88'37 SY
z 33s383�13aii3;;i335=7�Y37.ei::.iYiasxs5 3 '� 33;sn�x
z
•• }r Lr.¢. 'NlJrC4.r.1 u_�— __. co- l" .s a... - - .�-... •+i:.vsl+"'K1Jv:GYianCGf-..-."�..�.w._i�GY.:Gt.'T.-�.^'�.4c1r.J.t....r.�.. ..

�
tvux>nf.^ rirr...' i..� a.a.•id avau+kFx..iivu �,.. -..4.i �1:Y.,y1. xw �:�...a�`-..-...xu .. a'::+ � a
� - -�' :' -a EBC E�•e •p'atB��So33 =3`�7�
a a !
•a a i s"!� k^Tmv
3-3,GsEli - c o
�!s ss93asI
N"vx3!&�^3jar.+ xs
4 R s xs•a•r• rii a3 •fie•! - r=..•a:"!
�a. s •te��trss..yi���o=R RE!°g iF 3
IS-
VX
aa$r i agr l�IISi 2II�eA33=9" .�$" G..�A aIIY
0

1�
a =;a1"3•ts w
s-� a33 a s M.
r3 s�`r3a�se�R:�3es
] p/.�ff{Ir
I Q,3 3 a J
imp
- `• 3n :�•."(F �_� �,a c 3 e �'- 3 - ''cam. v �1.
�- tea" a e� $ ?::?3 Ste• s; g.7 s � Y ii, 3 � s '_ `d��
-l�..3��•9x1:� 3 a"383sn",:3. a3?ag�g: a 9 s �x
r
r _ :,-,ye....;a�� ."•.W 's __n...0 m1cW�i... wi--..'-.i=t
MA
E

& 0 0

t -
a a a so s
9 r p � � f � � � ��j �i�e gaaa.a ,.Qw�•a:a:a:^ M�.,'
. � f� a CZ Y 9 � g a j s e33 '•SS• a•`• .2�9L3� •�
a'�yi �e�,3�33�333$3a33� 33
IN 14
aar":&a:: R111YEa
3 �s o� i^-7 �9.R�.^. -sc;;R8'.S.^..'. 7� I i:�,
u 9 S a `'i &.E .... i
• � � � a3.S3a3D
e� 8d•2 @ i.
saz�ksa�x s
-1 Y

_I
a• •s•:
a:-.: s::•: s:sx :ia
aaUsue i:i -ills:
1 '
......<.-1 97"r:------a--=V=
saxaas"a^^.�sssax«sss«^aa�-aRaas"^-a?`:R«---s«axXs«aaaxa
ag4a;4 �9fia99SQ9y9 9ya999$Ys:aa a.:a33eSh as 9assaa.:_319�
ssss.lg•es;ss`s..a._•3s.. as.• gls-:3y=
P.
ia= sii333i=!3a:,a-: a : ::ss�s?a-:a•c3;et°33:ssa:3.83
"^ a say` s: : - ^
^^.,ass '.??? ^� _?xaaaas ??2-?as-^- fax
3s:Es xdsxa«g " A -2 s:a@=«a 8s�xs21zus ^_^««..a?"s_
� pall. o393a3Sa�.•s 33sa.33ass ;sa3s �33"3. 3sy3s3.a-.
1 18g 8g3iZss?ag3s• alai?isises3islsi'xilillsllisail
YsY�.Y 3Y�i �YY Y"YYYYiB Y"Y.YYYi T�YY� IL
-Sn .^�SSSa'o.A S8X�3$.^«�"... 3^^o««Siw �P«t�.9 S.^.35.`.:SRa85 "
w g pgp 3s 333ills ^ 33•ds•.•3sss^s3•ss3�asssY ss33='s3Y•s3
9 qpggggpgqaj3Y3$as733 993aa8gs33gag 3$$3gga-39 a3 3.39sasa 95@�8v
ei7i ieetieiyeise�eee33eseeeeieeai eii e�ieseeiiaiee3i
«:xas:aaaaaaasahaaass.ssa««sns-Rxsa.sx«ssa>�3aaa«asa«a«a�a:xxs.
0

a
Gino
t "-fie ^eeg
ar^g;.`E q s s x
21
•s:,s33; ,3sss3�3e>•4a� s E 3� e i
uuunw
risxexxis��"
M1 �+`
WA
;7 2^S^ wRi 211, V s s+QH.✓ iSly� I� a g;•
. E ` w 9a.g Sri "c
iiiaea�aiieaaa• p� = 9 ! } A $ `aJ'j
27.^.i.RS

f
-.
r
�
.>mvla 000et oaa ? � tw 4al
ao
Camq. Mrti'Canlim. 4 as S)o.,goult ILaa t. YtaYR (atW ad rlte,
-.
Castle A. Mau, perusell3 ePMetel We" m tku b am mlawiMW
a
tl
f
tka m otattlm at aY "regain usuvant.
+'
�
J
Vim., q lY1 aY notarialaetla tbu 6Y Aq e!
LMS
pCJ
(
`>
.•r '•r: ,�A�" ` , 'te r' tat'.
Ipr,e®taeuoVittaml �/s'J��/
it
4
�
�
�3�
q6Y HIOLSRkN
®
.�
. .
.
�Ymvct: tCaYta ���
m!►�[Yau e�3 "Yi61 ht�
11
a Yut3 ►mW; u wtlesr�rt setrKt. SMt Latuattat qe !Sw .
j�
in "S"taatlm at t..S a'eleef ►. Y., ad teaewet Le Au .
sltlee is task 131 . lap �7 Y .
t
Thu jwdq of Aroma INS.
SI
lip /t
Sal1a714OMENS .:':r (iij YWuwt at YMe
1;
¢yam
t
a
U
.. }:i.
.. _ .__._ _
1
11
�.
.r
—7F

DIVISION OF WATER QUALITY
INFILTRATION SYSTEM INVESTIGATION
® Complete and email this form to [e-mail] if there are more than 7 areas to be tested,
attach a second sheet.
E
0
State Soil Scientist Confirmation Visit date/time:
Project Name: S4tf1{!/A,(.T &_rk'4A)sIdAI County: �RUNst✓/�K
Street Address; 17,er✓A SorriiiPove NC 28y�
Directions from the nearest Intersection of two major roads; /
Ag.m lArr.�-e-rrmw LY X,P., a 1-9 50 C/VC/�) Ay -_AL1$a2 ,,j Ro 4= e2G), pe
En.rT D.J Ale 15w T. NC /x27. Tae &,-r dN lye/5 Ar, 444y 7-M,'w /s *as-
>1 acre being disturbed? CKYES ❑NO CAMA Major required? ❑YES ONO 141_ 1,,�e4N
Consultant Name: T v Phone: Lip
Consultant Firm Name: R-7?6 �,2'ywA,:1y vfifL ssoc/ems
Bore Number .
1
2
3
4
5
vat?`
t Y
a Existing Ground Elevation
2S.6d
Z<00
25;50
25 IZ5,
ZtAl
b Pro osed Bottom Elevation
23.00
22,50
22.5O
`?'c
Em
Difference a minus b
2.50
2.50
3-0o
:Zoor
.
d Add 2 ft. Min. Bore Depth)
Y.50
.SO
5. 00
-6- O
=
Si: r-F
e Hardpan Depth?
fit
Approx. Elev. Of SHWT
/.SO
2/,"50
22.6
22.
Max, lowest bottom elev.
23.00
/
2 .25
'��;h
R
Infiltration Rate OK7 •
r";
i Confirmation of SHWT'
For projects requiring more than 6 hand borings, manpower or equipment to
conduct the excavation must be provided by the consultant.
'State Soil Scientist Use ONLY
Comments 9,qF PEs/EN ,Vvr Y6T o&,gzlzroy, rAx - 44wes r BsYjio,&
4,,5 AzAI�,aDgr, dy I5' F?SEP.9R,�rri� iu. SyG�% %%nV. A4Z05W Ar4g
Required Attachments: t°raaCoN�E�1gTioN 41, 4v f ZEwi-5-
1. Legible vicinity map. Dd _5_1714)?,
2. Complete Solis Report,
3. PDF formatted site plan with the boring locations to be tested. Site plans should
be emalled or hand -delivered only. Illegible faxed maps will not be accepted.
Alt proposed Infiltration areas and existing, active utility lines located within the proposed
basin4rench must be marked and flagged. If these areas ere not flagged, the Soils Scientist
reserves the right to decline to do the Investigation. If the proposed infiltration system will be
located in an area of existing pavement and there Is no open area nearby, equipment capable of
breaking through the impervious lagormust be provided. The soils investigation does not take
the place of a soils report prepanxJ by an appropriate professional. The Soils Scientist will only
verify the soil conditions that are reported In the Solis Report, and make a determination as to
the suitability of the site to meet the infiltration design requirements under NCAC 2H.1000, and
assumes no liability should the system. fall.
S:\WQS\STORMWATER\FORMS\Infiltration site visit • Revised 3/08
EC;EiVE
JUN272013
BY:

7 4947358 rV
BUSINESS CORPORATION
> ANNUAL. REPORT Do not data enter manually.
N® OF BUSINESS CORPORATION: Carolina Power & Light Company
FISCAL YEAR ENDING: 1213112011 STATE OF INCORPORATION: NC
SECRETARY OF STATE CORPORATE ID NUMBER: 0023868
NATURE OF BUSINESS: Electric Services
REGISTERED AGENT: Corporation Service Company
REGISTERED OFFICE MAILING ADDRESS: 327 Hillsborough Street
Raleigh, NC 27603
REGISTERED OFFICE STREET ADDRESS: 327 Hillsboramrgh Street
Raleigh, NC 27603 Wake County
PRINCIPAL OFFICE TELEPHONE NUMBER: [phone]
PRINCIPAL OFFICE MAILING ADDRESS:
P j&IPAL OFFICE STREET ADDRESS:
PRINCIPAL OFFICERS:
Name: Lloyd MYates
Title: President
Address:
410 S. Wilmington Street
Raleigh, NC 27601
Name: Caren B Anders
Title: Vice President
Address:
410 S. Wilmington Street
Raleigh, NC 27601
410 S Wilmington Street, PEB 17B5
Raleigh, NC 27602
410 South Wilmington Street
Raleigh, NC 27602
Name: Michael JAnnacone
Title: Vice President
Address:
410 S. Wilmington Street
Raleigh, NC 27601
Name: Joseph IV. Donahue
Title: Vice President
Address:
410 S. Wilmington Street
Raleigh, NC 27601
Name: Robert F Caldwell
Title: Vice President
Address:
410 S. Wilmington Street
Raleigh, NC 27601
Name: Rodney E Gaddy
Title: Vice President
Address:
410 S. Wilmington Street
Raleigh, NC 27601
CERTIFICATION OF ANNUAL REPORT MUST BE COMPLETED BY ALL BUSINESS CORPORATIONS
Holly H Wenger
FORM MUST BE SIGNED BY AN OFFICER OF THE CORPORATION
Holly H Wenger
TYPE OR PRINT NAME
02/14/2012
DATE
Assistant Secretary
TYPE OR PRINT TITLE
ANNUAL REPORT FEE: $18 MAIL TO: Secretary of State • Corporations Division • Post Office Box 29525 • Raleigh, NC 27626-0525

PRINCIPAL OFFICERS: (Continued)
Name: John Elnitsky
Name: Gayle S. Lanier
Name: Holly H Wenger
Titter Vice President
Title: Vice President
Title: Assistant Secretary
Address:
Address:
Address:
4 Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
RW, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: Charlie M Gates
Name: Lee T Mazzocchi
Name: Patricia Komegay-timm nis
Title: Vice President
Title: Vice President
Title: Assistant Secretary
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: R Tucker Mann
Name: David B Fountain
Name: William D Johnson
Title: Vice President
Title: Secretary
Title: Chairman Of The Board
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: Robert J Duncan H
Name: Christopher L Burton
Name: Jeffrey A Corbett
Title: Vice President
Title: Vice President
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: James Scarola
Name: Len S Anthony
Name: Paula J. Sims
Title: Vice President
Title: General Counsel
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Rjjjh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
® Name: Robert A. Sipes
Name: Sherri L Green
Name: Robert B Mccall
Title: Vice President
Title: Treasurer
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: Thomas F Moses
Name: Melody Birmingham-byrd
Name: Anne M Huffman
Title: Assistant Treasurer
Title: Vice President
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: Alexander J Weintraub
Name: Jeffrey J Lyash
Name: John R McArthur
Title: Vice President
Title: Vice President
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Name: Gary D Miller
Name: Mark F Mulhem
Name: Carol C Nelson
Title: Vice President
Title: Vice President
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601
Mitchell W Perry
Name: John F Smith III
Name: Eugene P Upchurch
Title: Vice President
Title: Vice President
Title: Vice President
Address:
Address:
Address:
410 S. Wilmington Street
410 S. Wilmington Street
410 S. Wilmington Street
Raleigh, NC 27601
Raleigh, NC 27601
Raleigh, NC 27601

C201306700489
State of North Carolina
Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION
SOSID: 0023868
Date Filed: 3/8/2013 2:35:00 PM
Effective: 4/29/2013
Elaine F. Marshall
North Carolina Secretary of State
C201306700489
Pursuant to §55-10.06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles
of Amendment for the purpose of amending its Articles of Incorporation.
1. The name of the corporation is: Carolina Power g Light Company
2. The text of each amendment adopted is as follows (State below or attach):
See attached document for amendment
3. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the
amendment, if not contained in the amendment itself, are as follows:
NIA
4. The date of adoption of each amendment was as follows- March 8, 2013
5. (Check either a, b, c, or d, whichever is applicable)
a._The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.
b.—The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
C.—The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action
was not required because (set forth a brief explanation ojwhy shareholder action was not required)
d. The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required
by Chapter 55 of the North Carolina General Statutes.
® CORPORATIONS DIVISION P.O. BOX 29622
(Revised January 2002)
RALEIGH, NC 27626-0622
(Form B-02)

C201306700489
11
ARTICLES OF AMENDMENT
Page 2
6. These articles will be effective upon filing, unless a delayed time and date is specified:
Effective as of April 29, 2013
This the Bth day of March
13
Carolina Power 8 Light Company
-/�Name of Corpora'
`i/�j�"�, Signature
Nancy M. Wright, Assistant Corporate Secretary
Type or Print Name and Title T
NOTES:
1. Filing Poe is $50. This document must be filed with the Secretary of State,
CORPORATIONS DIVISION
(Revised January 2002)
P. O. BOX 29622
RALEIGH, NC 27626-0622
(Form B-02)

C201306700489
IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by a duly authorized officer this 8th day of March, 2013.
CAROLINA POWER & LIGHT COMPANY
By:
Na e: Ames E. Rogers
Tit . Chief Executive Officer
m

0 OFFICER'S CERTIFICATE
The undersigned hereby certifies that he is an Assistant Corporate Secretary of Capital Power (NC
Holdings) LLC, a Delaware limited liability company (the "Company") and CPI USA North Carolina
LLC, a Delaware limited liability company ("CPI USA NC"), and that, as such, he is authorized to
execute this Certificate on behalf of the Company and CPI USA NC, and further certifies that:
1. The Company is the sole member of CPI USA NC.
2. Darcy Trufyn is the duly elected Senior Vice President for both the Company and CPI USA NC.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of November 14, 2012.
4� 6c�x---
Christopher L. Kopecky, A'Ssistaut Corporate
Secretary for Capital Power (NC Holdings) LLC
and CPI USA North Carolina LLC

�'vs+
LIMITED LIABILITY COMPANY
ANNUAL REPORT
0
�AME OF LIMITED LIABILITY COMPANY: CPI USA North Carolina LLC
REPORT FOR THE YEAR: 2013
SECRETARY OF STATE L.L.C. ID NUMBER: 0793169
NATURE OF BUSINESS: The generation ojsteam and electricity
REGISTERED AGENT: CT Corporation System
REGISTERED OFFICE MAILING ADDRESS: 150 Fayetteville St., Box 1011
Raleigh, NC 27601
E-Filed Annual Report
7790763
Do not data enter manually.
STATE OF INCORPORATION: DE
REGISTERED OFFICE STREET ADDRESS: 150 Fayetteville St., Box 1011
Raleigh, NC 27601 Wake County
PRINCIPAL OFFICE TELEPHONE NUMBER: 630-586-0300
PRINCIPAL OFFICE MAILING ADDRESS:
WCIPAL OFFICE STREET ADDRESS
MANAGERS/MEMBERS/ORGANIZERS:
Name: Capital Power (NC Holdings) LLC
Title: Member
Address:
700 Commerce Drive, Suite 160
Oak Brook, IL 60523
700 Commerce Drive, Suite 160
Oak Brook, IL 60523
700 Commerce Drive, Suite 160
Oak Brook, IL 60523
CERTIFICATION OF ANNUAL REPORT MUST BE COMPLETED BY ALL LIMITED LIABILITY COMPANIES
EJ
Capital Power (NC Holdings) LLC, by Suzanne M. Freburg - Paralegal
2/7/2013
FORM MUST BE SIGNED BY A MANAGER/MEMBER
Capital Power INC Holdings) LLC, by Suzanne M. Freburg - Paralegal
DATE
Member
TYPE OR PRINT NAME
TYPE OR PRINT TITLE
ANNUAL REPORT FEE: E-Paid MAIL TO: Secretary of State • Corporations Division • Post Office Box 29525 • Raleigh, NC 27626-0525

BUSINESS CORPORATION
�? ANNUAL REPORT
ME OF BUSINESS CORPORATION: Capital Power Operations (USA) Inc.
FISCAL YEAR ENDING: 1213112012
SECRETARY OF STATE CORPORATE H) NUMBER: 1083801
NATURE OF BUSINESS: Contracting entity for development projects
REGISTERED AGENT: CT Corporation System
REGISTERED OFFICE MAILING ADDRESS: 150 Fayetteville St., Box 1011
Raleigh, NC 27601
E-Filed Annual Report
9053701
Do not data enter manually.
STATE OF INCORPORATION: DE
REGISTERED OFFICE STREET ADDRESS: 150 Fayetteville St., Box 1011
Raleigh, NC 27601 Wake County
PRINCIPAL OFFICE TELEPHONE NUMBER: 780-392-5411
PRINCIPAL OFFICE MAILING ADDRESS:
WNCIPAL OFFICE STREET ADDRESS:
PRINCIPAL OFFICERS:
Name: Brian T Vaasjo
Title: President
Address:
Suite 1200, 10423 - 101 St NW
Edmonton, AB, AX T5H OE9
Name: Darcy Trufyn
Title: Vice President
Address:
Suite 1200, 10423 - 101 St NW
Edmonton, AB, AXT5HOE9
Suite 1200, 10423 -101 St NW
Edmonton, AB, XX T511 OE9
Suite 1200, 10423 -101 St NW
Edmonton, AB, XXT5HOE9
Name: Kate Chisholm
Title: Secretary
Address:
Suite 1200, 10413 -101 St NW
Edmonton, AB, XX T5H OE9
Name: Christopher Kopecky
Title: Assistant Secretary
Address:
700 Commerce Drive, Suite 160
Oak Brook, IL 60523
Name: Yale Loh
Title: Treasurer
Address:
Suite 1200, 10423 - 101 St NW
Edmonton, AB, XX T5H OE9
Name: Patricia Leeson
Title: Assistant Secretary
Address:
Suite 1200, 10423 - 101 St NW
Edmonton, AB, XX T5H OE9
CERTIFICATION OF ANNUAL REPORT MUST BE COMPLETED BY ALL BUSINESS CORPORATIONS
Brian T Vaasjo
FORM MUST BE SIGNED BY AN OFFICER OF THE CORPORATION
Brian T Vaasjo
TYPE OR PRINT NAME
3/5/2013
DATE
President
TYPE OR PRINT TITLE
ANNUAL- REPORT FEE: E-Paid MAIL TO: Secretary of State • Corporations Division • Post Office Box 29323 • Raleigh, NC 27626-0525

PRINCIPAL OFFICERS: (Continued)
Name:,Tony Scozzafava
Title: Vice President
ddress:
e 1200, 10423 - 101 St NW
onton, AB, XX T51-1 OE9
Name: Stuart Lee
Title: Vice President
Address:
Suite 1200, 10423 - 101 St NE
Edmonton, AB, XX T5H OE9
Name: Bryan DeNeve
Title: Vice President
Address:
Suite 1200, 10423 - 101 St NW
Edmonton, AB, XX T51-1 OE9

Russell, Janet
From: Ted White [[e-mail]]
Sent: Monday, February 21, 2011 3:14 PM
To: Russell, Janet
Subject: FW: Meeting Request
Janet, I'm sending this again...
tx, Ted White
From: Ted White fmailto:twhite0brtpenv.comj
Sent: Thursday, February 17, 2011 1:31 PM
To: 'Russell, Janet'
Cc: 'Curtis M Blazier'
Subject: RE: Meeting Request
Dear Janet,
We are still pulling together the updated Express Request and stormwater narrative and will send them to you as
soon as they are ready.
For scheduling purposes, I am out of town the first 3 weeks in March. Right now, it looks like we can meet on
3/24, any day 3/28 thru 3/30, or any day 4/6 thru 4/8.
Are any of those days good with you for a scoping meeting? It would just be for the state stormwater permit.
tx
Ted White
[phone]
From: Russell, Janet[mailto:janet. russellCd)ncdenr.govl
Sent: Monday, February 14, 2011 9:11 AM
To: Ted White
Subject: RE: Meeting Request
Ted,
Please send/resend the Express Request and the stormwater narrative. If the details of the project proposal have
changed, be sure to reflect those changes in the narrative.
Thank you,
Janet
From: Ted White jmailto:twhiteCabrtpenv.comj
Sent: Friday, February 11, 2011 10:50 AM
To: ianet.russell(a)ncmail.net
Cc: 'Curtis M Blazier'
Subject: Meeting Request
Dear Janet,

As I mentioned in my voicemail to you, Curt Blazier and I are interested in meeting with you/Linda Lewis to go
over the final details of the stormwater design for CPI's (formerly EPCOR USA) project at their Southport
plant. We are currently available to meet next week Tues. 2/15 or Wed. 2/16, or the next week on any of Mon.
2/21 through Thurs. 2/24. This would be a pre -submittal meeting.
Please let me know, as soon as you can, which if any of those days work for you.
Ix
Ted S. White, P.E.
R-rP Environmental Associates, Inc.
304-A West Millbrook Road
Raleigh, NC 27609
[e-mail]
rtoenv.com
ph:
919-812-0461
alt:
919-845-1422 ext. 40
fax:
919-845-1424
No virus found in this incoming message.
Checked by AVG - www.avg.com
Version: 8.5.449 / Virus Database: 271.1.1/3436 - Release Date: 02/14/11 07:34:00

Russell, Janet
From: Ted White [[e-mail]]
Sent: Monday, February 21, 2011 4:52 PM
To: Russell, Janet
Cc: 'Curtis M Blazier'
Subject: RE: Meeting Request
Janet, that works fine with us. I'll look forward to meeting with you then.
tx, Ted White
[phone]
From: Russell, Janet Lmailto:[e-mail]]
Sent: Monday, February 21, 2011 3:54 PM
To: Ted White
Subject: RE: Meeting Request
I'm sorry Ted, too many projects coming in at once. I've "regrouped".
Linda is available to meet on Thursday, March 24. We have set a meeting time of 10:30 AM here in the Regional Office.
Please confirm that the date/time are O.K.
Thank you and, again sorry for the mistake.
Janet
From: Ted White [mailto:twhiteCalrtpenv.com]
Sent: Monday, February 21, 2011 3:14 PM
To: Russell, Janet
Subject: FW: Meeting Request
Janet, I'm sending this again...
tx, Ted White
From: Ted White [mailto:twhite(Ortpenv.com]
Sent: Thursday, February 17, 2011 1:31 PM
To: 'Russell, Janet'
Cc: 'Curtis M Blazier'
Subject: RE: Meeting Request
Dear Janet,
We are still pulling together the updated Express Request and stormwater narrative and will send them to you as
soon as they are ready.
For scheduling purposes, I am.out of town the first 3 weeks in March. Right now, it looks like we can meet on
3/24, any day 3/28 thru 3/30, or any day 4/6 thru 4/8.
Are any of those days good with you for a scoping meeting? It would just be for the state stormwater permit.
tx
Ted White
[phone]

For DENR Use ONLY ` CJ
Reviewer: L
PIA North Carolina Department of Environment and Submi 3 -a �L&;rs
Natural Resources
NC®ENR Request for Express Permit Review me t .or - d�
Confirm: oc^a 1
FILL-IN all the information below and CHECK the Permit(s) you are requesting for express review. FAX or Email the completed form to Express
Coordinator along with a completed DETAILED narrative. site plan (PDF file) and vicinity man (same items expected in the application Dackage
of the project location. Please include this form in the application package.
• Asheville Region -Alison Davidson 828-296-4698;alison.davidsonidncdenr._qov
• Fayetteville or Raleigh Region -David Lee 919-791-4203; david.lee(ci ncderi goy
• Mooresville & -Patrick Grogan 704-663-3772 or Patrick.grogan(ftcderigov
• Washington Region -Lyn Hardison 252-946-9215 or lvn.hardison(gncdenr.gov
• Wilmington Region -Janet Russell 910-350-2004 orLanet.russell(a)ncdennaov
NOTE: Project application received after 12 noon will be stamped in the following work day
SW
SW
SW
SW
SW
ce-ei--)
Project Name: NORTH CAROLINA EMISSIONS CONTROL PROJECT - SOUTHPORT PLANT County: BRUNSWICKrl
Applicant: CPI USA NORTH CAROLINA LLC-SOUTHPORT PLANT Company: CPI USA NORTH CAROLINA LLC
Address: 1281 POWERHOUSE ROAD City: SOUTHPORT, State: NC Zip: 28461-_ aco
Phone: [phone], Fax: [phone], Email: [e-mail]
Physical Location:ADJACENT TO & EAST OF PROGRESS ENERGY BRUNSWICK NUCLEAR POWER PLANT -OFF LEONARD ROAD
Project Drains into PECI CANAL waters - Water classification SB (for classification see-http://h2o.enr state nc us/bims/reports/rei)ortsWB html)
Project Located in CAPE FEAR River Basin. Is project draining to class ORW waters? N , within Yz mile and draining to class SA waters N or within 1 mile
and draining to class HOW waters? N
Engineer/Consultant: TED WHITE Company: RTP ENVIRONMENTAL ASSOCIATES INC RECEIVED
Address: 304-A WEST MILLBROOK RD City: RALEIGH, State: NC Zip: 27609-_
Phone: [phone], Fax: [phone], Email: [e-mail] FEB 1 7 2011
SECTION ONE: REQUESTING A SCOPING MEETING ONLY
® Scoping Meeting ONLY ❑ DWQ, ❑ DCM, ❑ DLR, ❑ OTHER: _ BY:
SECTION TWO: CHECK ONLY THE PROGRAM (S) YOU ARE REQUESTING FOR EXPRESS PERMITTING
❑ 401 Unit ❑ Stream Origin Determination: _ # of stream calls - Please attach TOPO map marking the areas in questions
❑ Intermittent/Perennial Determination: _ # of stream calls - Please attach TOPO map marking the areas in questions
❑ 401 Water Quality Certification ❑ Isolated Wetland (_linear ft or _acres)
❑ Riparian Buffer Authorization ❑ Minor Variance ❑ Major General Variance
® State Stormwater ® General ❑ SFR, ❑ SFR < 1 ac. ❑Bkhd & Bt Rmp, ❑ Clear & Grub, ❑ Utility ❑Other
❑ Low Density ❑ Low Density -Curb & Gutter _ # Curb Outlet Swales ❑ Off -site [SW _ (Provide permit #)]
❑ High Density -Detention Pond _ # Treatment Systems ❑ High Density -Infiltration _ #Treatment Systems
❑ High Density -Bio-Retention _ # Treatment Systems ❑ High Density -SW Wetlands _ # Treatment Systems
® High Density -Other 1 # Treatment Systems / ❑ MOD:❑ Major ❑ Minor ❑ Plan Revision ❑ Redev. Exclusion SW (Provide permit #)
❑ Coastal Management ❑ Excavation & Fill ❑ Bridges & Culverts ❑ Structures Information
❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
❑ Land Quality ❑ Erosion and Sedimentation Control Plan with _ acres to be disturbed.(CK # (for DENR use))
SECTION THREE - PLEASE CHECK ALL THAT IS APPLICABLE TO YOUR PROJECT ffor both scoping and express meeting request)
Wetlands on Site ❑ Yes ® No Buffer Impacts: ® No ❑ YES: _acre(s)
Wetlands Delineation has been completed: ® Yes ❑ No Isolated wetland on Property ❑ Yes ® No
US ALOE Approval of Delineation completed: ❑ Yes ® No 404 Application in Process w/ US ACOE: ❑ Yes ® No Permit
Received from US ACOE ❑ Yes ® No
For DENR use only
Fee Split for multiple permits: IC.hec4H l r....r c.._.__.._. e
SUBMITTAL DATES
Fee
SUBMITTAL DATES
Fee
CAMA
$
Variance (❑ Mai; El Min)
$
SW (❑ HD, ElLD, El Gen)
$
401:
,
$
woS
$
Stream Deter,_
$
NCDENR EXPRESS March 2009

���
sl
4�1
rr
y
�,
v
Site Location Map 1990 Topographic Map
CPI USA North Carolina LLC Southport and Kure Beach, North Carolina
Southport Facility
O/IG✓ �/ l/nix G

CPI USA NORTH CAROLINA LLC
SOUTHPORT PLANT
EXPRESS PERMIT PROCESS FOR COASTAL STORMWATER PERMIT
STORMWATER DETAILED NARRATIVE
1. General Information
a. Name of Project
North CarolinaEmissions Control Project — Southport Plant
b. Street Address, City, County
1281 Powerhouse Drive SE, Southport, North Carolina 28461
c. Acres in Tract
Total tract site acreage = approx. 32 acres
d. Acres Being Disturbed
Total Acres being "disturbed" by the Project = approx. 5.5 acres
e. Acres in Wetlands
1. Wetlands Must Be Delineated
McKim & Creed delineated wetlands and Waters of the US at the
Southport facility on April 3, 2009. No wetlands or Waters of the US
were found on the site of the existing plant. McKim & Creed was also
asked to look for waters and wetlands along a possible future access route
to the facility on an adjacent parcel not currently owned by CPI. Waters of
the US and wetlands were found and flagged. Flagging has been
professionally surveyed by McKim & Creed.
McKim & Creed used current US Army Corps of Engineers (USACE) and
North Carolina Department of Environment and Natural Resources (NC
DENR) worksheets to determine waters status (ephemeral, intermittent,
perennial) as well as USACE wetlands methods and worksheets as
outlined in The Atlantic and Gulf Coastal Plain Interim Regional
Supplement (Supplement) to the 1987 Wetland Delineation
Manual. Wetland and Waters determination was overseen by Tim
Schueler, PE of McKim & Creed's Stormwater Division who has a
Wetland Delineation training certificate from Rutgers University and has
been delineating wetlands in Maryland and North Carolina for 6 years.
CIE CEIVED
Page 1 of FEB 1 7 Z011
Y:

NCDENR One -Stop / Express Coordinator
910 796-7421
Email correspondence to and from this address is subject to Public Records Law and may be disclosed to third parties.

A formal JD package was submitted to the US ACE for the onsite "no
findings" area and a 401/404 permit has been obtained for the future
access road.
2. Proposed Wetland Impacts Require Permits From Corps & DWQ
No Wetlands Impacts — see e(1).
f. Ownership Information From NC Secretary of State Web Site
Ownership information from the North Carolina Sec of State Web Site:
• Owner —CPI USA Holdings LLC
g. Description of Development Proposal
1. Previous or Existing Permits
Existing Permits:
Stormwater Permit # NCS000348
NPDES Permit # NCO06509
Title V Air Permit # 0588T08
2. Tax Parcel ID Number
Real Estate Property Tax Identification No. 22200006A
Note — the land parcel on which the Southport Plant is located is
owned by Progress Energy. CPI USA North Carolina LLC —
Southport Plant pays the parcel taxes.
It. Pre-1988 Built Upon Area, If Applicable
The Southport Plant was built in 1987, beginning commercial operations
in September of 1987. The pre-1988 Built Upon area is not known, and is
not applicable to this project.
Discuss Phasing of the Project & Stormwater Facilities When
Applicable
Please refer to the enclosed site plan. The project includes an expansion of
the existing solid fuel storage pad, and the addition of the following
equipment: sorbent (lime) storage silos and enclosed sorbent blowers, a motor
control center building, control buildings, additional fans for over -fire air, a
truck scale, ancillary fuel handling equipment, and new in -plant roadways to
handle additional truck traffic.
CPl may construct a new access roadway as part of a possible future
project. The roadway is to be built over land that is presently owned by
Page 2 of 7
FEB 1 7 2011
LY_

Russell, Janet
From:
Ted White [[e-mail]]
Sent:
Thursday, February 17, 2011 1:31 PM
To:
Russell, Janet
Cc:
'Curtis M Blazier'
Subject:
RE: Meeting Request
Dear Janet,
We are still pulling together the updated Express Request and stormwater narrative and will send them to you as
soon as they are ready.
For scheduling purposes, I am out of town the first 3 weeks in March. Right now, it looks like we can meet on
3/24, any day 3/28 thru 3/30, or any day 4/6 thru 4/8.
Are any of those days good with you for a scoping meeting? It would just be for the state stormwater permit.
tx
Ted White
[phone]
From: Russell, Janet rmailto:ianet.russell(cbncdenr.gov]
Sent: Monday, February 14, 2011 9:11 AM
To: Ted White
Subject: RE: Meeting Request
Ted,
Please send/resend the Express Request and the stormwater narrative. If the details of the project proposal have
changed, be sure to reflect those changes in the narrative.
Thank you,
Janet
From: Ted White rmailto:twhite(dOtpenv.coml
Sent: Friday, February 11, 2011 10:50 AM
To: ianet.russeINIncmail.net
Cc: 'Curtis M Blazier'
Subject: Meeting Request
Dear Janet,
As I mentioned in my voicemail to you, Curt Blazier and I are interested in meeting with you/Linda Lewis to go
over the final details of the stormwater design for CPI's (formerly EPCOR USA) project at their Southport
plant. We are currently available to meet next week Tues. 2/15 or Wed. 2/16, or the next week on any of Mon.
2/21 through Thurs. 2/24. This would be a pre -submittal meeting.
Please let me know, as soon as you can, which if any of those days work for you.
tx

Progress Energy but leased by CPI USA North Carolina. Note that this
future roadway project is not a part of the current project.
j. Discuss Proposed Waste Water Treatment & Water Supply
Water supply to the Southport Plant is provided:
• The Plant is connected to the Brunswick Country public water
supply system
The Plant also receives water from on -site groundwater wells with
a combined capacity of 600 gallons per minute
In reference to the proposed project modifications described in 2.d. below:
The Southport Plant existing wastewater streams include cooling
tower blowdown, boilerwater treatment blowdown, fuel pad run-
off and other plant process sumps
An expansion of the existing fuel pad storage is designed to direct
stormwater to the Plant's concrete wastewater treatment basins
The wastewater from the concrete basins is treated for pH and
solids prior to discharge under the plant's existing NPDES permit
k. Identify Historic Sites & Projects Being Funded With Public Monies
None
I. Disclose Any/All Non -Compliance Issues with DENR Agencies
The Southport Plant has no Non -Compliance Issues with DENR Agencies
2. Stormwater Information
a. Provide River Basin, Stream Classification & Index Number for All
water Bodies On or Adjacent To The Project or Closest to The Project
Area
Per the Geologic Map of North Carolina (1985), the Southport site is
located with in the Coastal Plain Geologic and Physiographic Province of
North Carolina. The site is underlain by the Waccamaw Formation.
Even though technically the site is in the Cape Fear River Basin, all of the
project's runoff will be directed to the Progress Energy manmade cooling
water drainage canal which discharges to the Atlantic Ocean.
Page 3 of 7

SIGN UP SHEET
SCOPING MEETING
NCDENR
WILMINGTON REGIONAL OFFICE
127 CARDINAL DRIVE
W I LM INGTON, NC 28405
910-796-7215, FAX [phone]

The Stream Classification & Index Number of the Progress Energy
Cooling Water Canal are:
The Atlantic Ocean at the canal's discharge point has Stream
Classification SB, therefore, the discharge canal also has stream
classification SB
Classification List per hftl):gh2o.enr.state.nc.us/bims/rel)orts/repolsWB.html
The Atlantic Ocean at the canal's discharge point has Index Number
99-(1)
b. Identify Whether the Stormwater Design is High Density or Low
Density, Commercial or Residential, State Stormwater or NPDES
Phase 11, Address Vested Rights When Applicable; Identify Pockets of
High Density
The stormwater design for this project is:
High Density, Commercial, State Stormwater
Vested rights are not applicable.
The following is a description of neighboring properties:
NORTH:
A railroad spur defines the northern property boundary with the
Progress Energy — Brunswick Nuclear Facility beyond.
WEST:
Undeveloped wooded land is located west of the site
EAST:
A railroad spur and Progress Energy's facility entrance defines the
property to the east. A switch yard compound is located
immediately east of the Progress Energy driveway near the cooling
towers of the site.
SOUTH:
A residential retirement community of single and multi -occupant
homes have bee constructed to the south of the site along Leonard
Street and several residential properties have been built near the
main entrance to the site on Leonard Street.
IR,ECEIVED
Page 4 of 7 FEB 1 7 2011
=3Y:

ro7
c. Proposed Total % Impervious Surface
Total tract site acreage = approximately 32 acres
Proposed impervious surface = approximately 1.97 acres
When existing and proposed impervious surface areas are summed, the
total % impervious surface will be >24%. The actual value will be
provided during the express meeting in the stormwater permit application.
d. Number of Proposed Treatment Measures, Type(s) of Collection
System
Please refer to the enclosed site plan. The project includes an expansion of
the existing solid fuel storage pad, and the addition of the following
equipment: sorbent (lime) storage silos and enclosed sorbent blowers, a motor
control center building, control buildings, additional fans for over -fire air, a
truck scale, ancillary fuel handling equipment, and new in -plant roadways to
handle additional truck traffic.
The runoff from some of these new structures will flow into the existing
concrete wastewater basins, and will be discharged under the plant's
existing NPDES permit.
The remaining runoff from new impervious surfaces will be treated for
85% TSS control in one or more stormwater BMPs, before being
discharged through existing plant stormwater outfalls.
It should be noted that design of proposed stormwater treatment measures is
not yet final, but will adhere to the BMP design, installation and operational
requirements applicable to high density developments that require a state
stormwater permit in coastal counties. Final stormwater BMP design
documents will be submitted during the initial express permitting meeting.
FEB 1 7 2011
Page 5 of 7

C
e. Will All Built Upon Area Be Collected
Yes. Runoff from all newly built upon area will be collected. However,
runoff from Electrical Building #3 and Process Monitoring Buildings #1
and #2 will not be treated. Runoff will be captured in existing drop inlets
and discharge to the perimeter drainage ditch. These structures are new
impervious surface in the amount of 730 SF. The wood fuel storage pad is
39,270 SF of new impervious surface and its runoff goes to the existing
wwTF.
f. Identify Whether or Not the Project Has Buffer Requirements &
Whether or Not Development Is Proposed Within A Buffer
There is a requirement for a 50 foot wide vegetative buffer for new
development activities and a 30 foot wide vegetative buffer for
redevelopment activities. All new system installations included in the
project will be installed with a minimum 50 foot wide vegetative buffer
between the system and surface waters.
g. Discuss Coastal Management Areas of Environmental Concern When
Applicable
There are no known Coastal Management Areas of Environmental
Concern impacted by the Project.
h. Disclose Whether or Not Off -Site Runoff Is Coming Onto The Site or
Into The Proposed BMP
Off -site runoff is not coming into the site. The Southport site's western,
northern and eastern boundaries are surrounded by a perimeter ditch
system that serves as a barrier to off -site stormwater run-on.
i. Discuss Whether Road Construction Across Other Property Is
Necessary To Access This Project
During a future project, a new access roadway may be constructed. The
roadway is to be built over land that is presently owned by Progress
Energy but leased by CPl USA North Carolina. Note that this future
roadway is not a part of the current project.
j. Is The Department of Transportation Requiring The Construction Of
A Turn Lane Or Road Widening Associated With The Project
No. A traffic study was conducted to determine traffic aspects and
impacts. The Southport project is projected to increase roadway vehicle
traffic by approximately 30-40 vehicles per day. This traffic volume
Page 6 of 7
FEB 1 7 L011
I

increase did not require a turn lane or a widening of the roadway per Do"r
representatives.
Page 7 of 7 �� FF_R 1 7L011

hp c;dor LaserJc-'t 5550 printers
Error: Unable to store job at printer
Reason: Insufficient disk space for this job
Solution: Delete some files from the disk before resending this job.

Russell, Janet
From: Curtis M Blazier [[e-mail]]
Sent: Tuesday, October 13, 2009 3:10 PM
To: Russell, Janet
Subject: RE: EPCOR ACCESS ROAD
Janet,
How about Tuesday, 10/20 in the afternoon, or Thursday, 10/22, in the morning? Please just let me know. Thanks.
Curt
From: Russell, Janet[mailto:[e-mail]]
Sent: Monday, October 12, 2009 3:21 PM
To: Curtis M Blazier
Subject: EPCOR ACCESS ROAD
Curt:
FYI, on the Express Request, it is indicated that you need to meet with both stormwater and erosion control. Rhonda
Hall the reviewer for Express Erosion Control will not be available on Thursday morning. She has some other
commitment. When you get back with me, try and give me 3 or 4 dates/times that you and your client are available to
meet.
Thanks,
Janet
Janet M. Russell
Express Coordinator
910 796-7421
NOTE: change in email address: [e-mail]
Email correspondence to and from this address may be subject to the North Carolina
Public Records Law and may be disclosed to third parties.
This e-mail and any files transmitted with it are confidential
and intended solely for the use of the individual or entity to
whom they are addressed. If you have received this e-mail in
error please notify the system manager. Please note that any
views or opinions presented in this e-mail are solely those of
the author and do not necessarily represent those of the
company. Finally, the recipient should check this e-mail and
any attachments for the presence of viruses. The company
accepts no liability for any damage caused by any virus
transmitted by this e-mail.
1

ConnectGlS Page 1 of 1
` http://cn;~ • .t .i, ' ' sp :'\�la. cttrtcrc(.c :.r ,... 10/13/2009

Russell, Janet
From: Curtis M Blazier [[e-mail]]
Sent: Wednesday, October 14, 2009 9:05 PM
To: Russell, Janet
Cc: [e-mail]; Eslinger, David; Tim Schueler
Subject: RE: Epcor Access Road
Janet,
We will be there at 10 AM on Thursday, October 22ntl
Curt
From: Russell, Janet[mailto:[e-mail]]
Sent: Wednesday, October 14, 2009 1:20 PM
To: Curtis M Blazier
Cc: [e-mail]
Subject: Epcor Access Road
Curt,
The Express Stormwater & Erosion Control submittal meeting has been scheduled with Rhonda Hall & Mary Jean
Naugle on Thursday, October 22, 2009 at 10:00 AM here in the Wilmington Regional Office. The applicant or
applicant's assistant is required to attend the meeting.
Please review the submittal requirements, attached. Note that there is a relatively new stormwater application form on
the web site. Please be sure to use the most recent forms.
Please respond to this email to reserve and confirm the meeting time and date.
Thanks,
Janet
Janet M. Russell
Express Coordinator
910 796-7421
NOTE: change in email address: [e-mail]
Email correspondence to and from this address may be subject to the North Carolina
Public Records Law and may be disclosed to third parties.
This e-mail and any files transmitted with it are confidential
and intended solely for the use of the individual or entity to
whom they are addressed. If you have received this e-mail in
error please notify the system manager. Please note that any
views or opinions presented in this e-mail are solely those of
the author and do not necessarily represent those of the
company. Finally, the recipient should check this e-mail and
any attachments for the presence of viruses. The company
accepts no liability for any damage caused by any virus
transmitted by this e-mail.
1

J.
,.
-F
S
L�
-,It
It
It
I
T
i ■
t
J

�---------1.
41111
GRAVEL LAYDOWN AREA \ �� jjj//////
9>D® FU URE ACCESS ROAD I \
i
- 97//
7TTFTTTr
-- -- -
. - 11
�I pop p � p p>,aae .�elE.,,a•e. Jn '
I ❑ �� G II I \
GWGLE RING "
v 1RGiErt- /, BONNG S, � •
ouwG 2
J l
I �
ILI
o BE
PLANT
r i / z RAnPa nAcum ,m R. DESIGN
NORTH
IIIOB'jF S. T mHwm amm,G
BFLWM,9q 11
BOPoNG Si J. BELi LWrt1'°R 12 Zym
O ACZ
,x Eupmr.¢ EwIPUEM e,tt. Ix IW1
- ^. FIECIRIUI EPIIPYEM BIL°. S
1S PRBC WA"RORIHC BIDL. 1
10. PROLESB YyIrtCMN6 BLD°. f
9p' 0 8v 160'
ww
KAU: Y=Rp' (Hwi .)
NORTH CAROLINA EMISSION °^ E—
p�N,CARo( « V NjCj�/i (_12� CONTROL PROJECT �:° . " . atot
xawzax.w
omom CS1.1
EPCOR US VENTURES LLC SOUTHPORT PLANT
= iFAI 1J el N p.N. �°• fi°° AN EPCOR POWER LP COMPANY �� a
NB01 a Rdelgp, NwN CardNa Dfip6 PRaI um ns xA 1
A. ao ftwe: (919)PJJ-;%,, Fax (919)M-W31
'RC,NE� AAvrmRer �,®, - SITE PLAN S,AR14
PERMITTING ONLY "m
'dn,iNm� ..n.cwin,aree°.aon, OT F STitUCTION

For DENR Use ONLY
Reviewer: rL—am)
�A North Carolina Department of Environment and tO _ 22
►►H t A Natural Resources Submit:
NCDENR Request for Express Permit Review Time: ] 0 ' °g
Confirm: I r- -1-f
FILL-IN all the information below and CHECK the Permits) you are requesting for express review. FAX or Email the completed form to Express
Coordinator along with a completed DETAILED narrative, site plan IPDF Mel and vicinity map (same items expected in the application package
of the project location. Please include this form in the application package.
• Asheville Region -Alison Davidson 828-296-4698;alison.davidson(7p,ncmail.net
• Fayetteville or Raleigh Region -David Lee 919-791.4203; david.lee
a)..ncmail.net
• Mooresville & -Patrick Grogan 704-663.3772 or patrick.grogan(ciincmail.net
• Washington Region -Lyn Hardison 252-946-9215 or Ivn.hardison(g
ncmail.net
• Wilmington Region -Janet Russell910-350-2004 orianet.russell(dncmail.net
NOTE: Project application received after 12 noon will be stamped in the following work day.
Enter Related SW
Permits of request
SW
SW
SW
SW
SW
to-tZ
Project Name: NC EMISSION CONTROL PROJECT - SOUTHPORTPLANT ACCESS ROAD County: BRUNSWICK
Applicant: EPCOR USA NORTH CAROLINA LLC- SOUTHPORT PLANT Company: EPCOR USA NORTH CAROLINA
Address: 1281 POWERHOUSE ROAD City: SOUTHPORT, State: NC Zip: 28461-_
Phone: [phone], Fax: [phone], Email: [e-mail]
Physical Location:PROGRESS ENERGY BRUNSWICK NUCLEAR POWER PLANT PROPERTY - FROM NC-87 (RIVER ROAD) EAST TO EPCOR POWER PLANT
Project Drains into PECI CANAL waters - Water classification SB (for classification see-http:/ih2o.enr.state.nc.us/bims/reports/reportsWB.html)
Project Located in CAPE FEAR River Basin. Is project draining to class ORW waters? N , within % mile and draining to class SA waters N or within 1 mile
and draining to class HQW waters? N
Engineer/Consultant: CURT BLAZER Company: MCKIM & CREED. PA j, E C E 9 V E D
Address: 1730 VARSITY DRIVE, SUITE 500 City: RALEIGH, State: NC Zip: 27606 Illlf�11(Il
Phone: [phone], Fax: [phone], Email: [e-mail] OCT 0 8 2009
SECTION ONE: REQUESTING A SCOPING MEETING ONLY
❑ Scoping Meeting ONLY ❑ DWO, ❑ DCM, ❑ DLR, ❑ OTHER: _ PROJ DWO
#
SECTION TWO: CHECK ONLY THE PROGRAM (S) YOU ARE REQUESTING FOR EXPRESS PERMITTING
❑ 401 Unit ❑ Stream Origin Determination: _ # of stream calls - Please attach TOPO map marking the areas in questions
❑ Intermittent/Perennial Determination: _ # of stream calls - Please attach TOPO map marking the areas in questions
❑ 401 Water Quality Certification ❑ Isolated Wetland (_linear ft or _acres)
❑ Riparian Buffer Authorization E) Minor Variance ❑ Major General Variance
® State Stormwater ® General ❑ SFR, ❑ SFR < 1 ac. ❑Bkhd & Bt Rmp, ❑ Clear & Grub, ❑ Utility ❑ Other
® Low Density ❑ Low Density -Curb & Gutter _ # Curb Outlet Swales ❑ Off -site [SW (Provide permit #)]
❑ High Density -Detention Pond _ # Treatment Systems ❑ High Density -Infiltration _ #Treatment Systems
❑ High Density -Bio-Retention _ # Treatment Systems ❑ High Density -SW Wetlands _ # Treatment Systems
❑ High Density -Other _ # Treatment Systems / E] MOD: ❑ Major E]Minor ElPlan Revision ❑ Redev. Exclusion SW (Provide permit#)
❑ Coastal Management ❑ Excavation & Fill ❑ Bridges & Culverts ❑ Structures Information
❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
® Land Quality ® Erosion and Sedimentation Control Plan with 4_4 acres to be disturbed.(CK # (for DENR use))
SECTION THREE - PLEASE CHECK ALL THAT IS APPLICABLE TO YOUR PROJECT (for both scoping and express meeting request)
Wetlands on Site ® Yes ❑ No Buffer Impacts: ® No ❑ YES: _acre(s)
Wetlands Delineation has been completed: ® Yes ❑ No Isolated wetland on Property ❑ Yes ® No
US ACOE Approval of Delineation completed: ❑ Yes ® No 404 Application in Process w/ US ACOE: ❑ Yes ® No Permit
Received from US ACOE ❑ Yes ® No
+*xxxx*x**+++x*+*xa:xx+**xxxxxxxx*xxx*xx********x**xxx+x For DENR use unlyxxxxxxxx*xxxxxxx+*xx*a*xx*x**a+t**xxxxx*xxx+xx+++**+***+xxx+
Fee Split for multiple permits: (Check # 1 Total Fee Amount $
SUBMITTAL DATES
Fee
SUBMITTAL DATES
Fee
CAMA
$
Variance (❑ Mal; ❑ Min)
$
SW (❑ HD, ❑ LD, ❑ Gen)
$
401:
$
LOS
S
Stream Deter,_
$
Co PAC-&
NCDENR EXPRESS March 2009
1v -•or'-c� to-l5-oj

Janet M. R sell
Express oordinator
910 796 421
YE: change in emai4bedisclosed
ss: [e-mail]
it correspondence to ahis address may be subject to the North Carolina
is Records Law and ay to third parties.
�l�l rACV-,gJFCe�-ID
RCoe. u- U--)oz Kt N(-
C) Q 1) ES
So 1 `S ON) F OC-D
1;bU z::&
2

PROJECT DESCRIPTION
The EPCOR USA Southport Facility is located in Brunswick County, NC, approximately one
mile northeast of the city of Southport, on Powerhouse Drive, off of East Leonard Street. A
vicinity map of the site is included in this submittal package. The Southport Facility is a 103
MW combined heat and power facility that burns a combination of coal, tire derived fuel (TDF),
and unadulterated wood. The Southport Facility is located on approximately 29 acres, and
includes several existing structures, paved and gravel roadways, and stock piles of fuel
material.
This portion of the project consists of construction of a roadway across an adjacent parcel in
order for fuel trucks to access the plant from the north. Approximately4.43 acres will be
disturbed during construction. An Erosion and Sedimentation Control Plan showing the
proposed improvements is provided in this submittal package.
SITE DESCRIPTION
The area surrounding the Southport Facility is predominately rural residential, agricultural, and
wooded. To the North of the Southport Facility is the Progress Energy -Brunswick Nuclear
Facility. To the east of the facility is a railroad spur and Progress Energy's facility entrance. A
railroad switchyard is located east of the Progress Energy driveway. Several residential
properties and a residential retirement community, consisting of single -and multi -occupant
homes are located to the south of the site near the entrance on Leonard Road. Undeveloped
wooded land is located to the west of the site. This site is located in the Cape Fear River Basin.
Stormwater runoff from the new roadway will sheet flow to either side of the crowned road
Culverts will be installed at existing drainage conveyances that cross the proposed roadway
corridor. E C E 1 11 E
!►I�;�f OCT 0 8 2009 D
oWO
PROJ #

GRADING NOT$
//
15NN7��
uW. i-iw'txmq
+e.rR•t�
:;^co:n„':a1 �2m�`ia,mz»-say,
PCc'R
NORTH CAROLINA EMISSION CONTROL PROJECT
ACCESS ROAD
SOUTHPORT PLANTa
OVERALL
EROSION AND SEDIMENTATION
CONTROL PLAN
E
pmminN SiRUCRgi _ .
HpT�9R

SOILS
Soil and geotechnical information about the site is based on the Report of subsurface
Exploration prepared by the ATC Associates of NC, PC, dated April 7, 2009. The surficial soil
on the site consists of medium dense silty sand, with groundwater about four feet below grade.
Soil conditions were found to be typical of the Costal Plain Physiographic Region where the site
is located, with layers of silty sand, clayey sand, and sandy clay.
STORMWATER IMPROVEMENTS
This project will provide stormwater management based on the guidelines set forth in the
North Carolina Division of Water Quality's Stormwater Best Management Practices Manual.
Stormwater improvements for the access road include the installation of culverts at existing
conveyances crossing the proposed roadway corridor.
Approximately 2.62 acres of new impervious area will be introduced by the construction of the
roadway.
PLANNED EROSION AND SEDIMENTATION CONTROL PRACTICES
1. TEMPORARY GRAVEL CONSTRUCTION ENTRANCE/EXIT
A temporary gravel construction entrance/exit will be installed near the Security
Kiosk at the entrance to the site to provide a buffer area for construction vehicles
to drop their mud and sediment to avoid transporting it onto public roads.
2. SILT FENCE
Silt fence will be installed in areas of fill around the perimeter of the site to
maintain drainage into temporary diversion ditches. Silt fence will be used in
the natural outfall areas to prevent any sediment from leaving the site.
3. TEMPORARY DIVERSION DITCH
Temporary diversion ditches will be provided to divert sediment laden water
away from disturbed areas into sediment basins. E C E 1 11 E n
OCT 0 8 2009 ��►►
Dwo
PROJ #

4. ROCK CHECK DAM
Rock check dams are to be provided within temporary diversion ditches where
velocities exceed erosive velocities.
5. SEDIMENT BASINS and SEDIMENT TRAPS
A number of temporary sediment basins and traps will be installed throughout
the site to retain sediment on the construction site, and prevent sedimentation in
the surrounding wetlands.
MAINTENANCE CONSIDERATIONS
The contractor shall be responsible for periodic inspection and maintenance of all indicated
erosion control devices. In addition, inspection and any necessary maintenance will be required
immediately following any significant storm event. Any measure that fails to function as
intended shall be repaired immediately. Upon completion of construction, the property owner
shall be responsible for site maintenance.

3
a
2

May 11, 2009
Rhonda Hall
NCDENR — Division of Land Resources
127 Cardinal Drive Ext.
Wilmington, NC 28405-3845
RE: EPCOR USA Southport Plant Permits
Dear Ms. Hall:
This letter is to acknowledge that Progress Energy is currently in discussion with EPCOR USA
Southport on increasing the land leased from 28 acres to approximately 51.68 acres. Progress
Energy has not granted access to the land currently in discussion of leasing and terms and
conditions of the lease have not been finalized. Progress Energy will be requiring EPCOR USA
Southport to obtain all appropriate local, state, and federal permits, including NCDENR permits,
and approvals for the pending site construction. Progress Energy is aware EPCOR USA Southport
is meeting with NCDENR representatives May 13, 2009 to discuss permitting.
Once the ground lease is fully executed EPCOR USA Southport will have permission to begin
any and all work that may be required to obtain permits for planned construction activities, as will
be stated in the executed lease.
Let me know if there are any questions regarding this project. I can be reached at 919-546-2991 or 919-
632-6739.
Sincerely,
Eric Rouse
Progress Energy — Real Estate
c. Don Ennen - Manager, EPCOR USA Southport
Linda Lewis — Environmental Engineer III, Division of Water Quality

1�
� � � � Q J
b a ,� .
��� �
����� I
I�
� —�
o � _
� � `� � �
��
� � �
�,; 9 � �
�, a �
i .� � � � i �
� ���� -�- �
�
� ��
� � �. p � �
� Vj 0
�� � � � �
2
2
� 3 0 �
��o �� � ,� � a o �� ��
� � o Q o 0 0 0� e o
a

jji
''jl;�ll��i
��
,�����
,,�
,�
�
�
,;�
��ili�
il�►
►�
C!
I
� i!;
�
� ��f,
���
'
I
I`I�
1
jl
( �
I
I
I,,�
I
I
�
,�
i
�
I
�
�
�
f
I I I I
I
I{
i I
�
I ' � '
I
�
I
I
� � �
� � (
I
�
� � � 1
�i�'
� 1ii
1
I
j
�I
I
i I
(
I i I
I
'
�
li
I 1
1 i
l
1
' 1
1I
I
j
I1 I
,
I
1 I 1
I
I
I
Ij
I I
II II I I i I+
� �
1
I '.. �
f
�
f I I
I
i
(
I
I I
I� I I I
l
�
I'
I
�
l i � �
� I
�
I I
I � I I �
I
�
l i i
�� � I
I i
I�
l.il
�'�ijij
i�ij
I �
I
I
I�j�jj
�jlj���l!
j�
��
�,�
lil
��
j
ii�
i
I'
� ����
II
I
I
Ili
I
�li�l��l
�i���
,
L
1
I

• u K
ATC Associates of North Carolina, PC
2725 E. Millbrook Rd
Suite 121 Phone: [phone]
Raleigh, NC 27604 Fax: [phone]
www.atcassociates.com
May 14, 2009
Donald J. Ennan via email dennen(cDepcorusa.com
GM Southport and Roxboro
EPCOR USA North Carolina, LLC
1281 Powerhouse Dr SE
Southport, NC 28461
[phone] Office
[phone] Mobile
CC: Curtis M. Blazier, PE via email CBlazier(cDmckimcreed.com
Project Manager
MCKIM&CREED
® RE: Test Results for Infiltration and Mean Seasonal High Water Table
Plant Site Sand Filters
Southport, NC
ATC Project #: 45.30754.0003
Gentlemen:
ATC Associates has performed field borings and field permeability testing on the soils at
the above referenced facility.
INVESTIGATION FOR INFILTRATION RATES AND SEASONAL HIGH WATER TABLE
The subject property is located in Brunswick County. As shown on the attached maps
the sand filters will be placed at the southeast corner of the site as shown on the
attached drawing provided by McKim and Creed.
ATC observed the property, taking note of the land (slope, drainage patterns, past use,
etc.) as well as soil conditions (depth, texture, structure, seasonal wetness, restrictive
horizons, etc.) using both hand auger borings (4 borings) and Double Ring Infiltrometer
Tests (3 tests). The approximate locations of the borings and tests are shown on the
location diagrams in the Appendix to this report.

Infiltration Evaluation and Seasonal High Water Table — Sand Filters
® Southport, North Carolina
Page 2
The site is approximately 26 feet above sea level based on the Brunswick County GIS
maps. The site was graded for the power plant construction in over 20 years ago and
the drainage of the site is achieved by a series of ditches and swales.
The tests were performed on May 6, 7, and 8, 2009. The ground and the weather were
wetter than normal when the tests were performed with recent rains earlier in the week
making the soils wet. In addition, approximately 2 inches of rain fell in the morning of
May 7, 2009.
FIELD AND LABORATORY TEST RESULTS
Our field testing included hand auger borings and Double Ring Infiltrometer Testing for
the infiltration rate of the soils at the site. The double ring infiltrometer tests were
performed in general accordance with ASTM D3385-03. The test results reported are
the infiltration rate for the inner ring.
The soils map of Brunswick County indicates that the sand filters will be in the area of
Leon Fine Sand. These soils are characterized as having a rapid permeability with a
value of 0.20 to 1.98 inches per hour. Total length of the road in these areas is
isestimated to be approximately 1600 feet. Hand Auger Borings S-1, S-2, S-3 and S-4
and the Infiltrometer tests were performed in these types of soils. The description of
Leon soils from the NRCS web site and also from the Brunswick County Soil Survey are
included in the appendix.
t-I
The hand auger sampling was performed using an open bucket hand auger. Samples of
the soil were obtained with every minor change in soil texture or color. The results of the
hand auger tests are included on the hand auger logs in the Appendix. The hand auger
borings were converted to temporary piezometers using a 2 inch diameter section of
perforated pvc pipe. Water levels were obtained in the borings over a three day period.
Water levels are included on the boring logs.
The seasonal mean high water table (SMHWT) level was determined using the NRCS
method of observing the soils for redoxomorphic features as well as observing the local
hydrology and the water levels in the borings. Based on these observations the SMHWT
levels are as follows:
S-1
48 inches
S-2
42 inches
S-3
34 inches
S-4
Winches
ATC Project #: 45.30754.0003
U

Infiltration Evaluation and Seasonal High Water Table — Sand Filters
® Southport, North Carolina
Page 3
Laboratory testing consisted of grain size analysis on a sample selected by visual
classification as the most restrictive soil horizon encountered above the seasonal high
water table.
Laboratory test results are included in the Appendix.
TEST RESULTS
Double Ring Infiltrometer Test results are for the inner ring only as the outer ring is used to
saturate the soil so that vertical permeability rates are tested. The topsoil and grass in the
areas tested were removed and the test rings were extended into the ground
approximately 6-7 inches.
Grain Size analysis were also performed in order to estimate the permeability. Based on
Hazen's Formula of k=(D,o )2 where D10 is in mm the estimated permeability of the soils.
The test results are as follows:
® Test # IF-SF2: Performed in area of Sand Filters 1 and 2, Leon fine sand.
Permeability Rate from Double Ring Infiltrometer — at 8 inch head =
0.22 inches/hour or 1.5 x 10-4 cm /sec
Permeability Rate estimated from grain size analysis =
Boring SF-1 at 30-36 inches k = 9.0 x 10-4 cm /sec
Boring SF-2 at 35-38 inches k = 2.3 x 10-2 cm /sec
Test # IF-SF3: Performed in area of Sand Filter 3, Leon fine sand.
Permeability Rate from Double Ring Infiltrometer — at 8 inch head =
0.24 inches/hour or 1.7 x 10"4 cm /sec
Permeability Rate estimated from grain size analysis =
Boring SF-3 at 21-24 inches k = 4.0 x 10-4 cm /sec
is
IN
ATC Project #: 45.30754.0003
V IC

Infiltration Evaluation and Seasonal High Water Table — Sand Filters
® Southport, North Carolina
Page 4
Test # IF-SF4: Performed in area of Sand Filter 4, Leon fine sand.
11
L11
Permeability Rate from Double Ring Infiltrometer — at 8 inch head =
0.19 inches/hour or 1.3 x 10-4cm /sec
Permeability Rate estimated from grain size analysis =
Boring SF-4 at 23-26 inches k = 8.1 x 10-3 cm /sec
EVALUATION AND CONCLUSIONS
Based on our field and laboratory testing we recommend the following infiltration rates
be used in the area of the sand filters.
Use 1.4 x 10-4 cm /sec or 0.20 inches per hour.
We have enjoyed working with you on this project. If you have any questions please do
not hesitate to contact us.
Respectfully,
ATC Associates of North Carolina, P.C.
Herbert L. "Tooie" Hales II, P.E.
Project Engineer
Tooie.Hales at?atcassociates.com
Benjamin V. Wilson, P.E.
Principal Engineer
wilson45(o)atcassociates.com
ATC Project #: 45.30754.0003
VATC

ATTACHMENTS
Test Locations on Site Drawing
Hand Auger Logs
Leon Soil Information
Lab Test Results
Photos
11
ATC Project #: 45.30754.0003

ANT sD'—Do'
SIGN
IRT"
zy�
�As army
t 2
1. 150,
®-,
=IIV (HwTi.)
Ntt1
+•a° °. �`_
rt$
%2 'f�tiNEE°��:`�
�%
tA0 VonRy Dtlw, S.R. 500
Raleigh, Nwtl C9rdino 376M
Rana: (919)2]]-9091, Fm: (919)23}9p]1
Maooieai maameki
EPCOR US VENTURES LLC
AN EPCOR POWER LP COMPANY
NORTH CAROLINA EMISSION
CONTROL PROJECT
SOUTHPORT PLANT
°" °" °°°
50A E
N�i w
csio1
°R^w as
CS1.1
61
SITE PLAN
""ns PERMITTING ONLY
k NOT FOR CON U .m
x%ZmcklmveW.mm

u
r
L_J
E
MATC Associates of North Carolina, PC
2725 E. Millbrook Road Suite 121 Phone: [phone]
Raleigh, North Carolina 27604 Fax: [phone]
HAND AUGER BORING LOG
PROJECT: Epcor Sand Filters
ATC PROJECT No. 45.30754.0003
LOCATION: Southport, NC
Boring No. SF-1 Date 05/06/09 Engineer BVW Driller JG
Depth Sample i$ Description of Soil
(inch) Depth
Dynamic Cone LabTest
Penetration Results
Rlnwc/1 _75 inrhrc
0-4
1
Brown Silty Sand
NA
4-22
2, 3 , 4
Light Grey to Dark Grey Silty Sand
and 5
some organics in layers, probable fill
22-72
6, 7, 8, 9,
Tan -Brown Silty Fine Sand
Grain size at
10, 11
Soil changes color slightly to a light
30-36 inches
and 12
tan with a lower chroma at 50 inches
8% med sand
with some mottling. Samples are
69% fine sand
saturated from 50 inches down.
23% silt and
clay
Auger Terminated at 6.0 feet
Hand Auger Used Full Depth
Estimated SHWT = 48"
Water Level
Initial = 55" 5/6/09
24 hr = 55" 5/7/09 (prior to 2" rain)
48 hr = 50" 5/8/09

N'
u
A TC Associates of North Carolina, PC
2725 E. Millbrook Road Suite 121 Phone: [phone]
Raleigh, North Carolina 27604 Fax: [phone]
HAND AUGER BORING LOG
PROJECT: Epcor Sand Filters
ATC PROJECT No. 45.30754.0003
LOCATION: Southport, NC
Boring No. SF-2 Date 05/06/09 Engineer BVW Driller JG
Depth Sample 9 Description of Soil Dynamic Cone LabTest
(Inch) Depth Penetration Results
Rlnws/1.75 inches
0-12
1, 2, and
Light Grey to Dark Grey Silty Sand
NA
3
some organics in layers, probable fill
12-28
4 and 5
Dark Grey Brown Silty Sand some
organics in layers, probable fill
28-42
6, 7, and
Grey to Dark Grey Brown Silty Fine
Grain size at
8
Sand
35-38 inches
18% med sand
76% fine sand
6% silt and
cla
42-72
9, 10, 11
At 42 inches soil is saturated
and 12
Soil changes color slightly to a
Lighter Grey to Dark Grey Brown
Silty Fine Sand
Auger Terminated at 6.0 feet
Hand Auger Used Full Depth
Estimated SHWT = 42"
Water Level
Initial = 43" 5/6/09
24 hr = 46" 5/7/09 (prior to 2" rain)
48 hr = 34" 5/8/09

11
l
VATCAssociates of North Carolina, PC
2725 E. Millbrook Road Suite 121 Phone: [phone]
Raleigh, North Carolina 27604 Fax: [phone]
HAND AUGER BORING LOG
PROJECT: Epcor Sand Filters
ATC PROJECT No. 45.30754.0003
LOCATION: Southport, NC
Boring No. SF-3 Date 05/06/09 Engineer BVW Driller JG
Depth Sample # Description of Soil Dynamic Cone LabTest
(Inch) Depth Penetration Results
Blows/1.75 inches
0-4
1
Brown Silty Sand
NA
4-34
2, 3, and
Tan -Brown Silty Fine Sand
Grain size at
4
21-24 inches
2% med sand
75% fine sand
23% silt and
clay
34-72
5, 6, 7, 8,
Light Grey with Tan Silty Fine Sand
and 9
Soil changes color to a lower chroma
at 34 inches with some mottling.
Samples are saturated from 40 inches
down.
Auger Terminated at 6.0 feet
Hand Auger Used Full Depth
Estimated SH WT = 34"
Water Level
Initial = 39" 5/6/09
24 hr = NA 5/7/09 (after to 2" rain)
48 hr = 31" 5/8/09 AM
56 hr = 35" 5/8/09 PM

E
uw
ATC Associates of North Carolina, PC
2725 E. Millbrook Road Suite 121 Phone: [phone]
Raleigh, North Carolina 27604 Fax: [phone]
HAND AUGER BORING LOG
PROJECT: Epcor Sand Filters
ATC PROJECT No. 45.30754.0003
LOCATION: Southport, NC
Boring No. SF-4 Date 05/06/09 Engineer BVW Driller JG
Depth Sample # Description of Soil Dynamic Cone LabTest
(Inch) Depth Penetration Results
Blows/1.75 inches
0-39
1, 2, 3, 4,
5, 6, and
7
Dark Grey Brown Silty Sand trace
organics.
Grain size at
23-26 inches
10% med sand
86% fine sand
4% silt and
clay
39-72
8, 9, and
Dark Grey Brown Silty Sand trace
10
organics. Saturated at 40 inches.
Auger Terminated at 6.0 feet
Hand Auger Used Full Depth
Estimated SHWT = 36-39"
Water Level
Initial = 38" 5/6/09
24 hr = NA area flooded 5/7/09
(after 2" rain)
48 hr = NA area still flooded 5/8/09

Brunswick County, North Carolina (NC019)
Map Unit Map Unit Name
Acres In
Percent of
AOI
AOI
Wbol
Leon fine sand
18.4
86.4%
Ly Lynchburg fine
0.0
0.1%
sandyloam
To Torhunta mucky
2.4
11.5%
fine sandy loam
Totals for Area of Interest
20.8
100.04E
Brunswick County, North Carolina
Lo—Leon fine sand
Map Unit Setting
Elevation: 20 to 160 feet
Mean annual precipitation: 40 to 55 inches
Mean annual air temperature: 59 to 70 degrees F
Frost -free period: 200 to 280 days
Map Unit Composition
Leon and similar soils: 80 percent
Minor components: 5 percent
Properties and qualities
Slope: 0 to 2 percent
Depth to restrictive feature: More than 80 inches
Drainage class: Poorly drained
Capacity of the most limiting layer to transmit water (Ksat);
Moderately high to high (0.20 to 1.98 in/hr)
Depth to water table: About 0 to 12 inches
Frequency of flooding: None
Frequency of porxiing: None
Available water capacity: Low (about 4.0 inches)
Interpretive groups
Land capability (nonirrigated): 4w
Typical profile
0 to 5 inches: Fine sand
5 to 17 inches:
Fine sand
17 to 51 inches:
Fine sand
51 to 59 inches:
Fine sand
59 to 95 inches:
Fine sand
Minor Components
Murvllle, undrained
Percent of map unit: 5 percent
Description of Leon Larrdform: Depressions on marine terraces, flats on marine terraces
setting Down -slope shape: Concave
9 Across -slope shape: Concave
Landform: Flats on marine terraces
Down -slope shape: Linear
Across -slope shape: Concave
40
Parent material: Sandy fluviomarine deposits and/or eolian sands

0
0

Brunswick County, North Carolina
61
*Typical pedon of Lafitte muck, 4.0 miles west of
Southport, 0.8 mile southwest of Long Beach Bridge and
250 feet south of the Intracoastal Waterway, in marsh:
Oal-0 to 12 inches; dark brown (7.5YR 3/2) muck
pressed and rubbed; about 35 percent fiber, about
15 percent rubbed; massive; many fine and medium
live roots; few coarse stems; about 50 percent
mineral content; moderately alkaline; clear smooth
boundary.
Oa2-12 to 30 inches; black (10YR 2/1) muck rubbed
and pressed; about 30 percent fiber, about 5
percent rubbed; massive; few fine and medium
roots; about 60 percent mineral content; moderately
alkaline; gradual wavy boundary.
Oa3-30 to 40 Inches; very dark brown (10YR 2/2)
muck pressed and rubbed; about 35 percent fiber,
about 10 percent rubbed; massive; common medium
roots; few coarse stems; about 50 percent mineral
content; moderately alkaline; gradual wavy
boundary.
Oa4-40 to 55 inches; very dark gray (10YR 3/1) muck
and thin dark gray (5Y 4/1) mineral strata; about 5
percent fiber, about 1 percent rubbed fiber; massive;
about 70 percent mineral; moderately alkaline;
gradual wavy boundary.
QCg-55 to 72 Inches; gray (5Y 5/1) silty clay; massive;
r flows easily through fingers when squeezed;
moderately alkaline.
The decomposed organic layers range from 51 inches
to more than 80 Inches thick. The soil ranges from
neutral to moderately alkaline.
The surface and subsurface organic layers have hue
of 7.5YR or 10YR, value of 2 or 3, and chroma of 1 or 2.
The underlying mineral soil has hue of 5Y or 5GY, or it
is neutral, and has value of 3 to 5, and chrome of 0 to 2.
It is silty clay or clay.
Leon Series
The Leon series consists of poorly drained soils on
uplands. The soils formed in coarse textured sediment.
Slopes are less than 1 percent.
Typical pedon of Leon fine sand is 2.2 miles south of
Grissettown, 1.6 miles west of the Intersection of N.C.
Highway 904 and State Road 1163, 50 feet south of
State Road 1163:
A-0 to 6 inches; dark gray (10YR 4/1) fine sand; single
grained; loose; about 1 /3 sand grains are uncoated;
common medium and fine roots; extremely acid;
clear wavy boundary.
'E-6 to 14 inches; light gray (10YR 7/1) fine sand;
single grained; loose; very strongly acid; clear wavy
boundary.
Bh1-14 to 17 inches; black (5YR 2/1) fine sand;
massive; friable; weakly cemented; very strongly
acid; gradual wavy boundary.
Bh2-17 to 23 inches; dark reddish brown (5YR 3/3)
fine sand; few medium faint black (5YR 2/1)
mottles; massive; friable; weakly cemented; very
strongly acid; clear irregular boundary.
E'-23 to 30 inches; light gray (10YR 7/1) fine sand;
single grained; loose; very strongly acid; gradual
wavy boundary.
B'h-30 to 35 inches; black (5YR 2/1) fine sand;
massive; weakly cemented; very strongly acid;
gradual wavy boundary.
E"-35 to 42 inches; brown (10YR 4/3) fine sand; single
grained; loose; very strongly acid; gradual wavy
boundary.
B"h1-42 to 72 inches; black (5YR 2/1) fine sand;
massive; weakly cemented; very strongly acid;
gradual wavy boundary.
B"h2-72 to 80 inches; dark gray (5YR 4/1) fine sand;
massive; weakly cemented; very strongly acid.
The sandy horizons are 80 inches thick or more. The
soil is extremely acid or very strongly acid throughout,
unless the surface layer has been limed.
The A or Ap horizon has hue of 10YR, value of 2 to 4,
and chroma of 1.
The E horizon has hue of 10YR, value of 5 to 8, and
chrome of 1 or 2. Texture is sand or fine sand.
The Bin horizon has hue of 5YR or IOYR, value of 2 or
3, and chroma of 1 to 3. Texture is fine sand or sand.
The lower E', B'h, E", and B"h horizons have hue of
5YR to 10YR, value of 2 to 7, and chroma of t or 2.
Texture is sand or fine sand.
Lumbee Series
The Lumbee series consists of poorly drained soils on
stream terraces. The soils formed in moderately fine
textured sediment. Slopes are 0 to 2 percent.
Typical pedon of Lumbee fine sandy loam, 1 mile
northwest of Regan, 1.4 miles northeast of the
intersection of N.C. Highway 904 and forest road, 30 feet
north of forest road:
A-0 to 6 inches; very dark gray (10YR 3/1) fine sandy
loam; weak medium granular structure; very friable;
common fine roots; very strongly acid; clear wavy
boundary.
E-6 to 18 Inches; light brownish gray (10YR 6/2) fine
sandy loam; weak medium granular structure; very
friable; common fine roots; very strongly acid; clear
wavy boundary.
Btg1-18 to 28 Inches; gray (10YR 6/1) sandy clay
loam; few medium prominent red (2.5YR 5/8)
mottles and common medium distinct brownish
yellow (10YR 6/8) mottles; weak fine subangular

E

I -AS :'ON IM1108 = 1d S'I = aJ :u01jeayissvjD -S'D -S'fj
Say3U1 9£-0£ gtdaa a1dumS =11 O'Z — nJ aNVS
AIIIS UMO12-UB,I, wilduasap a1dmBS
AVID PUB L'lIS I (INVS awl I aNVS LUMP IN I aNVS 3s1BOD I AJAV2ID awd
10010' 1 1 01 ' 001
OOZ# 001# 09# 07# OZ# 01# 7# 8/£,�Z/I ,7/£ j �Z/I I
£000'7SL0£'S7 ON 90f DIV sa_rs dII p.mpunis 's )l�
Su01SSIm3 JN
• 70OZ/OE/LO SIS CIeuV�s Ule 1)
u
"I
OZ
o£
07
OS
09
OL
08
06
001
SalulaOSS,v a jLv
0

0 0 0

ZdS :ONauuOa =1d Z'I ==aD :uollu0yissulJ'S'D'S.(I
sapui 8£-S£ gldad aldwuS = TI P 1 _ ❑D IHS
awoS'(INVS ,Cale lie4 :uopdu0s3p aldwuS
AVID P0B ills I CINVS au!d I 4NVS tuniPaW I 4NVS asluOD I ]7AV'dD auld
100' 101' 1 'O l '001
0
f
I
1
I
I
L
i
I
OOZ# 001# 09# OPP OZ# 01# 7#
£00017SLOC17 ON qo£ DIV re_15 anarS paopuvjs 'S 7)
suoIsslw;1 JN
• 170OZ/0£/LO sls,(Iuud�s u1819
8/£,,Z/I „h/£ ,j ..Z/1 I
m
OZ
O£
OL
08
06
001
Sajuposs'v 3y"'
0

0 0

£dS :'ONauuofl =1d CI =OD :uogeayissulD'S'D'S-f)
SayawbZ-IZ ytda4aldweS ='PI S'I _ nD "111.
A IIS umui8-uu-L :uollduasap alduiuS
AVID Puu L'llS I 4NVS amd I CINVS utniplN I CINVS MOOD I '13AV'dD auld
10010 I' I 01 '001
0
r
I
I
�\
III
W
F
! —
I
I
I rI
I
I
OOZ# 001# 09# Oh# OZ# 01I/ b#
E0001,5LOE'Sb ON 9of DIV svaS ?Ad/S paopunIS S '[I
SUOISS] WH 3N
• KOZ/OULO SIS,CIeudaps uleag
S/E.,Z/l .117/E A Z/1 I
01
OZ
Of
Oti
n
OS o
09
OL
OS
06
001
0

0
0
0
0
0
7
x
CA
U
O
h
-_a.--'- --- ------
I
---------- --- I------____------_------
---- -`-----
}
----.- - --- ____ - -
__
8u�ssoJ tuaaaad
I
v
s
N
N
a Gi
�
0
u ..
z
U
c
O
�
c
m
0
z
Q
O
z
o
�
p
V
S
U
U
z
Q
u
u
.tO.
a
n z
� F �
0 � O
LTJ
>
Q
a A
U
V
U
v u
o
� U
o �
0 0 0 0
M N �

n
LJ

•
E
F
Test Results for Infiltration and Mean Seasonal High Water Table
Plant Site Sand Filters, Epcor Southport, NC
ATC Project #: 45.30754.0003
Photograph No. 1: Test site SF-2 5-6-09
! •lug '�w � ,'
40
Photograph No. 2: Test Site SF 2-5-6-09
ATC ASSOCIATES INC.

0
0

•
•
•
Test Results for Infiltration and Mean Seasonal High Water Table
Plant Site Sand Filters, Epcor Southport, NC
ATC Project #: 45.30754.0003
Photograph No. 3: Area of SF-3 5-6-09
Photograph No. 4: 5-7-09 2 inch rain in the morning.
ATC ASSOCIATES INC.

n
U

C J
L J
Test Results for Infiltration and Mean Seasonal High Water Table
Plant Site Sand Filters, Epcor Southport, NC
ATC Project* 45.30754.0003
Photograph No. 5: Infiltration test SF-3 5-7-09
Photograph No. 6: Infiltration test SF-4 5-8-09
ATC ASSOCIATES INC.

State stormwater for Epcor Road at Progress Energy
Subject: State stormwater for Epcor Road at Progress Energy
From: Mary Jean Naugle <[e-mail]>
Date: Mon, l 1 May 2009 16:14:26 -0400
To: [e-mail], Robert Gordon <RGordon(t�mckimereed.com>,
[e-mail], [e-mail], Rhonda Hall <Rhonda.Hall(Oncmai1.net>,
Mary Naugle <[e-mail]>
Steve Cahoon - Progress Energy;
I have a request for a scope meeting this Thursday from Epcor for a state
stormwater permit on Progress Energy land in Brunswick County. Please note that
environmental liabilities run with the land owners. State stormwater permits are
written to the land owner at a minimum. If the land owner requests a lessee to be
added to the permittee, an agreement and approval from the land owner must be
submitted with the application; as well as the signatures from the both the land
owner and leasee on the state stormwater application.
If you have any questions please call me. If i need to direct: this memo to another
person at Progress Energy, please let me know.
thank you,
Mary Jean
Mary Jean Naugle
NC DENR Express Permitting
910-796-7303
910-350-2004 fax
Please note: E-mail. correspondence to and from this address may be subject to the
North Carolina Public Records Law and may be disclosed to third parties.
I of 1 5/11/2009 4:14 PM

EPCOR USA NORTH CAROLINA LLC
SOUTHPORT PLANT — ACCESS ROAD
EXPRESS PERMIT PROCESS FOR NCDENR STORMWATER PERMIT
STORMWATER NARRITIVE
1. General Information
a. Name of Project
North Carolina Emission Control Project — Southport Plant Access Road
b. Street Address, City, County
Between River Road (NC 87) and the EPCOR Power Plant located at
1281 Powerhouse Drive SE, Southport, North Carolina 28461
c. Acres in Tract
14 acres (to be leased to EPCOR USA North Carolina LLC from Progress
Energy)
d. Acres Being Disturbed
Total Acres being disturbed = 5.3 acres
e. Acres in Wetlands
1. Wetlands Must Be Delineated
Per the US Fish and Wildlife Service's National Wetlands Inventory
(http://www.fws.pov/wetlands/ ), the Southport Plant Access Road site is
located in a mapped wetlands area.
McKim & Creed delineated wetlands and Waters of the US at the
Southport Plant access road area on April 3, 2009. Waters of the US and
wetlands were found and flagged. Flagging has been professionally
surveyed by McKim & Creed. There are approximately 0.3 ac of wetlands
that will be impacted.
2. Proposed Wetland Impacts Require Permits From Corps & DWQ
A formal JD package will be submitted in the next week to the US ACOE
for the future access road for US ACOE approval.
IlJ�isf f�wnership Information From NC Secretary of State Web Site
MAYC ss 200�;
Ownership information from the North Carolina Sec of State Web Site:
owe,
PROJ x --

• Limited Liability Company Annual Report
Owner — EPCOR USA Holdings LLC
• Annual Report 8/19/2008
** Land to be leased from Progress Energy, who currently owns the
property
g. Description of Development Proposal
1. Previous or Existing Permits
Existing Permits:
Not applicable
2. Tax Parcel ID Number
Real Estate Property "fax Identification No.
Note — the land parcel on which the Southport Plant is located is
owned by Project Energy.
h. Pre-1988 Built Upon Area, If Applicable
Not Applicable.
i. Discuss Phasing of the Project & Stormwater Facilities When
Applicable
The Project will involve the following major construction components:
1) Access Roadway — From River Road (NC 87) to the North boundary
of the plant — approximately 4,600 fit in length
See l 1 x 17 plan and profile and 8.5 x l I" site map with topo
Project construction will begin in early July 2009.
j. Discuss Proposed Waste Water Treatment & Water Supply
Not applicable
k. Identify Historic Sites & Projects Being Funded With Public Monies
None
1. Disclose Any/All Non -Compliance Issues with DENR Agencies

The Southport Plant Access Road has no Non -Compliance Issues with
DENR Agencies
2. Stormwater Information
a. Provide River Basin, Stream Classification & Index Number for All
water Bodies On or Adjacent To The Project or Closest to The Project
Area
Per the Geologic Map of North Carolina (1985), the Southport Plant
Access Road site is located with in the Coastal Plain Geologic and
Physiographic Province of North Carolina. The site is underlain by the
Waccamaw Formation.
The site is situated at the headwaters of an un-named tributary of Nancy's
Creek and the manmade drainage Swale that Progress Energy uses to
discharge cooling water. Nancy's Creek and the PE manmade cooling
water drainage canal are located approximately 3,000 ft north of the plant
site. Price Creek is located approximately 1,500 ft south of the site and
drains eastwards.
The River Basin and Stream Classification & Index Numbers on or
adjacent to the area are:
• Progress Energy Cooline Water Canal
Description: Source to Atlantic Ocean
Stream Classification: Not classified in Brunswick Waterbodies
Classification List per http:/m2o.enr.state.nc.us/bims/reports/reportsWB.html
Index Number: None
Nancy's Creek
Description: Source to Walden Creek
Stream Classification: SC, Sw, HQW
Index Number:18-88-1-3
Price Creek
Description: Source to Cape Fear River
Stream Classification: SC, Sw
Index Number:18-88-3
b. Identify Whether the Stormwater Design is High Density or Low
Density, Commercial or Residential, State Stormwater or NPDES
Phase II, Address Vested Rights When Applicable; Identify Pockets of
High Density
Low Density, Commercial, General State Stormwater
The following is a description of neighboring properties:

• NORTH:
The Progress Energy — Brunswick Nuclear Plant
• WEST:
River Road — NC
• EAST:
The EPCOR USA North Carolina LLC Southport Plant.
• SOUTH:
A residential retirement community of single and multi -occupant
homes have bee constructed to the south of the site along Leonard
Street and several residential properties have been built near the
main entrance to the site on Leaonard Street.
c. Proposed Total % Impervious Surface
18%
d. Number of Proposed Treatment Measures, Type(s) of Collection
System
Roadside grassed swales on the north and south sides of the proposed
access road and culverts to convey water. Access road will be crowned.
e. Will All Built Upon Area Be Collected
Yes, all built upon area will be collected in the grassed swales and
discharge into the surrounding waterways.
f. Identify Whether or Not the Project Has Buffer Requirements &
Whether or Not Development Is Proposed Within A Buffer
The Project has no buffer requirements. No development is proposed
within a buffer zone.
g. Discuss Coastal Management Areas of Environmental Concern When
Applicable
There are no Coastal Management Areas of Environmental Concern
impacted by the Project.
h. Disclose Whether or Not Off -Site Runoff Is Coming Onto The Site or
Into The Proposed BMP
The access road is designed to sheet flow stormwater runoff to the grassed
swales on either side of it. Runoff will infiltrate into the soil and
discharge to surrounding waterways. Stormwater runoff will be collected
in these swales from wooded areas to the north and south of the roadway.

about:blank
Gentlemen.
Sorry that I had another meeting this morning and had to leave before your meeting was over. Linda passed along the Express Request for the access
road When do you think the package will be complete? I have available meeting slots for nest week, but I don't think you're that close to being ready
yet. Please give me some possible dates for a submittal meeting on the access road.
Thank you.
Janet
I of 1 5/7/2009 3:51 PM

©r'� �C?
NCDENR
NCCess tiOPJ For DENR Use ONLLY'jj''
Reviewer'. T
North Carolina Department of Environment and Submit.
Natural Resources q •3%
Request for Express Permit Review Time' —
FILL-IN all the information below and CHECK the Permit(s) you are request
Coordinator along with a completed DETAILED narrative, site plan (PDF Iik
of the project location. Please include this form in the application package.
confirm'. 5- 12 Y t.o^G i o NT
for express review. FAX or Email the completed form to Express
• Asheville Region -Alison Davidson 828-296-4698;alison.davidson(a?ncmail.net
• Fayetteville or Raleigh Region -David Lee 919-791-4203; david.lee(Qncmail.net
• Mooresville & -Patrick Grogan 704-663-3772 or patrick.prooan(rilncmail.net
• Washington Region -Lyn Hardison 252-946-9215 or IVn.hardison(a)ncmail.net
• Wilmington Region -Janet Russell910-350-2004 or janet.russell(ftcmail.net
NOTE: Project application received after 12 noon will be stamped in the following work day.
Enter Related SW
Permits of request
SW wi 4-0
SW
SW
SW
SW
Kn pl ece
M4-"3 t +fit
Project Name: NC EMISSION CONTROL PROJECT - SOUTHPORT PLANT ACCESS ROAD County: BRUNSWICK
Applicant: EPCOR USA NORTH CAROLINA LLC - SOUTHPORT PLANT Company: EPCOR USA NORTH CAROLINA
Address: 1281 POWERHOUSE ROAD City: SOUTHPORT, State: NC Zip: 28461
Phone: [phone], Fax: [phone], Email: [e-mail]
Physical Location:PROGRESS ENERGY BRUNSWICK NUCLEAR POWER PLANT PROPERTY - FROM NC-87 (RIVER ROAD) EAST TO EPCOR POWER PLANT
Project Drains into PECI CANAL waters - Water classification SB (for classification see-http://h2o.enr.state.nc.us/bims/reports/reportsWB.html)
Project Located in CAPE FEAR River Basin. Is project draining to class ORW waters? N , within Y2 mile and draining to class SA waters N or within 1 mile
and draining to class HOW waters? N
Engineer/Consultant: CURT BLAZIER Company: MCKIM & CREED. PA -
Address: 1730 VARSITY DRIVE, SUITE 500 City: RALEIGH, State: NC Zip: 27606-_ ' i Ip� E C E f V
Phone: [phone], Fax: [phone], Email: [e-mail] �I D
SECTION ONE: REQUESTING A SCOPING MEETING ONLY MAY 0 r 2009
® Scoping Meeting ONLY ® DWQ, ❑ DCM, ® DLR. ❑ OTHER:
SECTION TWO: CHECK ONLY THE PROGRAM (S) YOU ARE REQUESTING FOR EXPRESS PERNi DWQ
❑ 401 Unit ❑ Stream Origin Determination: _ # of stream calls - Please attach TOPO map marking the areas in questions
❑ Intermittent/Perennial Determination: # of stream cal Is - Please attach TOPO map marking the areas in questions
❑ 401 Water Quality Certification ❑ Isolated Wetland ( linear It o r acres)
❑ Riparian Buffer Authorization ❑ Minor Variance ❑ Major General Variance
® State Stormwater ® General ❑ SFR, ❑ SFR < 1 ac. ❑Bkhd & Bt Rni ❑ Clear & Grub, ❑ Utility ❑ Other
® Low Density ❑ Low Density -Curb & Gutter _ # Curb Outlet Swales ❑ Off -site [SW ( Provide permit #)]
❑ High Density -Detention Pond _ # Treatment Systems ❑ High Density -Infiltration #Tre atment Systems
❑ High Density -Bio-Retention _ # Treatment Systems ❑ High Density -SW Wetlands _ # Treatment Systems
❑ High Density -Other # Treatment Systems / ❑ MOD: E] Major ❑ Minor ❑ Plan Revision ❑ Redev. Exclusion SW (Provide permit #)
❑ Coastal Management ❑ Excavation & Fill ❑ Bridges & Culverts ❑ Structures Information
❑ Upland Development ❑ Marina Development ❑ Urban Waterfront
® Land Quality ® Erosion and Sedimentation Control Plan with 5_8 acres to be disturbed.(CK # (for DENR use))
SECTION THREE - PLEASE CHECK ALL THAT IS APPLICABLE TO YOUR PROJECT (for both scooino and express meetino reauest
Wetlands on Site ® Yes ❑ No Buffer Impacts: ® No ❑ YES: —acre(s)
Wetlands Delineation has been completed: ® Yes ❑ No Isolated wetland on Property ❑ Yes ® No
US ACOE Approval of Delineation completed: ❑ Yes ® No 404 Application in Process w/ US ACOE: ❑ Yes ® No Permit
Received from US ACOE ❑ Yes ® No
............+r««r««rr««rr.««... r...r.r««+«+r.rrr+... +++•Ior DENR use,m10« ...«r«r+r
Fn• 4i fnr muninl•n..ik- tr.h•aka 1 T.W Fm Ammmr It
SUBMITTAL DATES
I Fee
I
FSUBMITTAL DATES
Fee
CAMA
$
Variance (❑ Maj; ❑ Min)
$
SW to HD, ❑ LD, El Gen)
$
401:
$
LOS
$
Stream Deter,_
I
s
NCDENR EXPRESS March 2009 t C t u - t, �.
i

N
�
0
4 ,
�
I
�I
API I
-
APPROXIMATE,-
ROAD LOCATION
I
�
�
Iw
I
_
f
�1 y
a

'8° 03' 0.00" W 078° 02' 0.00" W
� _ L
gin
M _
Z �
iu
EI • � i � C
Z-
0
o-
9. W
'8° 03' 0.00" W
078' 02' 0.00" W
Name: SOUTHPORT
MAY (] `QOg
Date: 5/2/2009
Scale: 1 inch equals 2000 feet
DWO
PR(iJ # —_
078° 01' 0.00" W
078' 00' MO"
a� o
• auc
70w 'lyl,\�
Me ', )" I I
078' 01' 0.00" W 078' 00' 0.00"
Location: 033' 56' 43.79" N 078' 01' 30.44" W
Caption: EPCOR Southport Plant — ACcfSS KbAD

N � � �

/ m
Pr / OW
/i5 42
� � a
2a a 4
392.51 W
W la. 13.00 , ♦00 ,l.09 / _ _ �JA'V J7J7 2 - �jl ro`9 0
d9�Bne'—F l ��/ JIRb a 00 B
8
IMR1T
I
I 1
/ r•w...rn .e• I q .g 8 w'
1 9A a¢ h BM. �r f •p
I N
y.V
l aa_ Y 9
i PRELIMINARY PLAT
I Mol In.Ll nl.o CFwY >Sdw U
1 q 8 4r
w, V .
PoIslB w.Jlaa�
M
b.�
I� 592t eves
SCALE: 1' -100' RORIZ
1' 10' WRT
I S
.s� 1
\9
wy
N�•yS� yH!
---------------------
I ae iNhfp 1 �_�a 61
JLU II VII �
PN
0
wpm
WIN
MENEM
a
MENEM
9+5M+00 11+00 12+00 13+00 14+00 15+00 16+00 17+00 18+00 19+00 20+00 21+00 22+00 23+00 24+00 25+00 i6+00 27+00 28+00 29+00 30+00 31+00 32+00 33+00 34+00 35+00 36+00 37+00 38+00 39+00 40+00 4
II
I
I
gj 16+00 17+00 18+00 19+00 20+00 21+00 22+00 23+00 24+00 25+00 26+00 27+00 28+00 29+00 30+00 31+00 32, 00 33+00 34+00 35+00 36+00 37+00 38+00 39+00 40+00 41+00 42+00 43+00 44+00 45+00 46d6®32
C11
CNEJ
Q�