NC0030325_other_20130831

STATE OF NORTH CAROLINA
BILL OF SALE
}
) KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF NEW HANOVER )
THIS BILL OF SALE is made as of the 31st day of August 2013, by WASCO LLC (hereinafter
designated "SELLER"), a Delaware limited liability company, for the benefit of A&D WATER SERVICE,
INC., a North Carolina corporation (hereinafter designated as "PURCHASER").
WHEREAS, SELLER and PURCHASER entered into an Asset Sale and Purchase Agreement
dated November 26, 2012, under which SELLER agreed to sell to PURCHASER the following Water
and Wastewater Utility Systems (herein after referred to as the "Utility Systems"):
Buffalo Meadows Water System, PWSID # 01-05-102, in Ashe County, NC;
Buffalo Meadows Wastewater System, NPDES # NC0030325, in Ashe County, NC;
Hunters Glen Wastewater System, NPDES # NC0067288, in Henderson County, NC;
Mountain Valley Wastewater System, NPDES # NC0073741, in Henderson County, NC;
Kirk Glen Water System, PWSID # 01-11-149, in Buncombe County, NC;
Rolling Acres Water System, PWSID # 01-11-141, in Buncombe County, NC; and,
Skyview Park Water System, PWSID # 01-36-190, in Gaston County, NC: and
WHEREAS, the North Carolina Utilities Commission ("NCUC") has approved the parties'
"Application for Transfer of Public Utility Franchise and for Approval of Rates" and the sale of the Utility
Systems to the PURCHASER.
NOW, THEREFORE, for and in consideration of the sum of TEN DOLLARS ($10.00) and other
good and valuable consideration in hand paid to SELLER, the receipt and sufficiency of such
consideration being hereby acknowledged and confessed by the parties hereto, the SELLER has
TRANSFERRED, CONVEYED, ASSIGNED AND DELIVERED to the PURCHASER, and by this Bill of
Sale hereby TRANSFERS, CONVEYS, ASSIGNS AND DELIVERS to the PURCHASER, all of the
SELLER's rights, titles and interests in and to the following assets as they exist on the Closing Date
(collectively, the "Utility Systems Assets"):

(a) Machinery and Equipment. The machinery, equipment, tooling and other tangible
personal property owned by Seller related exclusively to the Utility Systems and located at properties
described in Exhibit "A";
(b) Inventory. The supplies and spare parts inventories ("inventory") relating exclusively
to and located at the Utility Systems; and
(c) Contracts. Each of the agreements, leases, contracts and other commitments set
forth in Exhibit "B" (the "Assumed Utility Systems Contracts");
The above -referenced Utility System Assets are conveyed free and clear of all liens, claims or
encumbrances against or on such property. SELLER, for itself and for its successors and assigns,
hereby covenants to and with the PURCHASER and its successors and assigns, that the SELLER is
the lawful owner of the Utility System Assets and has the right and authority to sell and transfer the
same. SELLER hereby binds itself, its transferees, successors and assigns to forever warrant and
defend the title to the aforesaid Utility System Assets unto the PURCHASER, its transferees,
successors and assigns against the lawful claim or claims of any and all persons whomsoever.
EXCEPT FOR THE WARRANTIES OF TITLE PROVIDED ABOVE, SELLER DISCLAIMS AND
EXCLUDES ANY EXPRESS OR IMPLIED WARRANTIES CONCERNING THE CONDITION OF THE
UTILITY SYSTEM ASSETS, THE FITNESS OF THE UTILITY SYSTEM ASSETS FOR A
PARTICULAR PURPOSE, THE MERCHANTABILITY OF THE UTILITY SYSTEM ASSETS, AND/OR
ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND UNDER THE LAWS OF THE
UNITED STATES AND OF THE STATE OF NORTH CAROLINA. THE UTILITY SYSTEM ASSETS
ARE TRANSFERRED, CONVEYED AND DELIVERED TO THE PURCHASER BY SELLER "AS IS"
AND "WHERE IS" IN THEIR PRESENT CONDITION WITH ALL FAULTS. PURCHASER, BY
PURCHASER'S EXECUTION OF THE ASSET SALE AND PURCHASE AGREEMENT AND THE
ACCEPTANCE OF THIS BILL OF SALE, ACKNOWLEDGES AND AGREES THAT IT HAS BEEN
GIVEN THE OPPORTUNITY TO INSPECT THE UTILITY SYSTEM ASSETS, THAT PURCHASER
HAS RELIED SOLELY ON ITS OWN INVESTIGATION OF SAME AND NOT ON ANY
INFORMATION OR REPRESENTATIONS PROVIDED BY SELLER, AND THAT PURCHASER IS
PURCHASING THE UTILITY SYSTEM ASSETS "AS IS" AND "WHERE IS" IN ITS PRESENT
CONDITION WITH ALL FAULTS, EXCEPT AS PROVIDED ABOVE.

IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale on the date first
written above.
SELLER:
WASCO LLC
By:
Name:
Title: