SW8970105_HISTORICAL FILE_20091123

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW87 Of 05
DOC TYPE
❑ CURRENT PERMIT
❑ PPROVED PLANS
L`� HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2009 112 3
YYYYMMDD

North Carolina
Beverly Eaves Perdue
Governor
November 23, 2009
NCDENR
Department of Environment and
Division of Water Quality
Coleen H. Sullins
Director
Natural Resources
H.E. Miller III, Member/Manager
Smith Creek Station, LLC
PO Box 2046
Wilmington, NC 28402
Subject: Permit No. SW8 970105 Modification with Renewal
Smith Creek Station
High Density Stormwater Project
New Hanover County
Dear Mr. Miller
Dee Freeman
Secretary
The Wilmington Regional Office received a complete modified Stormwater Management Permit
Application and Renewal request for Smith Creek Station on October 3, 2007. Staff review of the
plans and specifications has determined that the project, as proposed, will comply with the
Stormwater Regulations set forth in Title 15A NCAC 2H.1000. We are forwarding Permit No. SW8
970105 dated November 23, 2009, for the construction of Smith Creek Station.
This permit shall be effective from the date of issuance until March 11, 2017, and shall be subject
to the conditions and limitations as specified therein. Please pay special attention to the Operation
and Maintenance requirements in this permit. Failure to establish an adequate system for
operation and maintenance of the stormwater management system will result in future compliance
problems.
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the
right to request an adjudicatory, hearing upon written request within thirty (30) days following
receipt of this permit. This request must be in the form of a written petition, conforming to Chapter
150B of the North Carolina General Statutes, and filed with the Office of Administrative Hearings,
P.O. Drawer 27447, Raleigh, NC 27611-7447. Unless such demands are made this permit shall
be final and binding.
If you have any questions, or need additional information concerning this matter, please contact
Linda Lewis or me at [phone].
Sincerely,
/ C sic
Georgett cott
Stormwater Supervisor
Division of Water Quality
GDS/arl: S:\WQS\STORMWATER/PERMIT\970105REN.nov09
cc: John Kuske, P.E., Norris Kuske & Tunstall
New Hanover County Building Inspections
Beth Wetherill, New Hanover County Engineering
Wilmington Regional Office Stormwater File
Central Files
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405
One
Phone: [phone] \ FAX: [phone] \ Customer Service: 1-877623-6748
NorthCarolina
Internet:w .ncwatamuality.org
a a ura//I,
An Equal Opportunity l AKrmative Action Employer
��/Lt` `!!"/✓,/

State Stormwater Management Systems
Permit No. SW8 970105
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF WATER QUALITY
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY DEVELOPMENT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of North Carolina as
amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Smith Creek Station, LLC
Smith Creek Station
Racine Drive & Eastwood Road, Wilmington, New Hanover County
FOR THE
construction, operation and maintenance of two wet detention ponds in compliance with the provisions
of 15A NCAC 2H .1000 (hereafter referred to as the "stormwater rules') and the approved stormwater
management plans and specifications and other supporting data as attached and on file with and
approved by the Division of Water Quality and considered a part of this permit.
This permit shall be effective from the date of issuance until March 11, 2017, and shall be subject to the
following specified conditions and limitations:
I. DESIGN STANDARDS
This permit is effective only with respect to the nature and volume of stormwater described in the
application and other supporting data.
This stormwater system has been approved for the management of stormwater runoff as
described in Section 1.5 of this permit. Pond 1 and Pond 2, the permitted stormwater controls,
have been designed to handle the runoff from a maximum of 688,248 square feet of built -upon
area and 708,286 square feet of built -upon area, respectively.
Approved plans and specifications for this project are incorporated by reference and are
enforceable parts of the permit.
4. The tract will be limited to the amount of built -upon area indicated in Section 1.2 and Section 1.5 of
this permit, and per approved plans.
Page 2 of 9

State Stormwater Management Syst@ms
Permit No. SW8 970105
The following design elements have been permitted for the wet detention ponds 1 and 2 and
must be maintained at design condition:
POND 1
POND 2
a. Drainage Area, acres
18.65
9.32
(square feet)
(812,394)
(841,579)
b. Total Impervious Surfaces, ft2:
688,248
708,286
Outparcel1A
119,572
-0-
Outparcel2A
110,251
-0-
Outparcel 3R
-0-
49,005
Outparcel4A
80,760
-0-
Outparcel 5R
-0-
40,772
Outparcel 6R
-0-
43,516
Tract 1R
364,597
49,658
Tract 3
-0-
156,816
Tract 2-A2
-0-
73,900
Tract 2R
13,068
274,428
Future
-0-
20,191
c. Pond Design Depth, feet:
7.5
7.5
d. Permanent Pool Elevation, FMSL:
33.1
34
e. Provided Surface Area, ft2:
32,400
37,000
f. Provided Storage Volume, ft':
62,190
62,480
g. Temporary Storage Elevation, FMSL:
34.9
35.6
h. Controlling Orifice:
3.5" cp pipe
3.5" cp pipe
i. Name of Receiving Stream/Index #:
Smith Creek / (CFR 18-74-63 )
j. Classification of Water Body:
"C Sw"
II. SCHEDULE OF COMPLIANCE
The stormwater management system shall be constructed in its entirety, vegetated and
operational for its intended use prior to the construction of any built -upon surface.
2. During construction, erosion shall be kept to a minimum and any eroded areas of the system will
be repaired immediately.
3. The permittee shall at all times provide the operation and maintenance necessary to assure the
permitted stormwater system functions at optimum efficiency. The approved Operation and
Maintenance Plan must be followed in its entirety and maintenance must occur at the scheduled
intervals including, but not limited to:
a. Semiannual scheduled inspections (every 6 months).
b. Sediment removal.
C. Mowing and revegetation of side slopes.
d. Immediate repair of eroded areas.
e. Maintenance of side slopes in accordance with approved plans and specifications.
f. Debris removal and unclogging of outlet structure, orifice device and catch basins and
piping.
g. Access to the outlet structure must be available at all times.
h. The vegetated filter will be maintained with grass and with no erosion. The spreader
mechanism will be kept free of sediment and trash, and must distribute the runoff evenly
across the width of the filter.
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.
Page 3 of 9

State Stormwater Management Systems
Permit No. SW8 970105
5. Decorative spray fountains are allowed in the stormwater treatment system, subject to the
following criteria:
a. The fountain must draw its water from less than 2' below the permanent pool surface.
b. Separated units, where the nozzle, pump and intake are connected by tubing, may be used
only if they draw water from the surface in the deepest part of the pond.
c. The falling water from the fountain must be centered in the pond, away from the shoreline.
d. The maximum horsepower for the fountain's pump is based on the permanent pool volume.
The maximum pump power for a fountain in Pond 1 is'/2 HP and for Pond 2 is % HP.
6. The facilities shall be constructed as shown on the approved plans. This permit shall become
voidable unless the facilities are constructed in accordance with the conditions of this permit, the
approved plans and specifications, and other supporting data.
7. Upon completion of construction, prior to issuance of a Certificate of Occupancy, and prior to
operation of this permitted facility, a certification must be received from an appropriate designer
for the system installed certifying that the permitted facility has been installed in accordance with
this permit, the approved plans and specifications, and other supporting documentation. Any
deviations from the approved plans and specifications must be noted on the Certification.
8. If the stormwater system was used as an Erosion Control device, it must be restored to design
condition prior to operation as a stormwater treatment device, and prior to occupancy of the
facility.
9. The following items will require a modification to the permit:
a. Any revision to the approved plans, regardless of size.
b. Project name change.
C. Transfer of ownership.
d. Redesign or addition to the approved amount of built -upon area.
e. Further subdivision, acquisition, or sale of the project area. The project area is defined as
all property owned by the permittee, for which Sedimentation and Erosion Control Plan
approval was sought.
f. Filling in, altering, or piping of any vegetative conveyance shown on the approved plan.
10. The Director may determine that other revisions to the project should require a modification to
the permit.
11. A copy of the approved plans and specifications shall be maintained on file by the Permittee for
a minimum of ten years from the date of the completion of construction.
12. Prior to the sale of any portion of the property, an access/maintenance easement to the
stormwater facilities shall be granted in favor of the permittee if access to the stormwater
facilities will be restricted by the sale of any portion of the property.
13. The permittee is responsible for verifying that the proposed built -upon area does not exceed the
allowable built -upon area.
14. The runoff from all built -upon area on the project must be directed into the permitted stormwater
control system.
15. The Director may notify the permittee when the permitted site does not meet one or more of the
minimum requirements of the permit. Within the time frame specified in the notice, the permittee
shall submit a written time schedule to the Director for modifying the site to meet minimum
requirements. The permittee shall provide copies of revised plans and certification in writing to
the Director that the changes have been made.
Page 4 of 9

State Stormwater Management Systems
Permit No. SW8 970105
16. Prior to the sale of any lot, the following deed restrictions must be recorded:
a. The following covenants are intended to ensure ongoing compliance with State
Stormwater Management Permit Number SW8 970105, as issued by the Division of
Water Quality under NCAC 2H.1000.
b. The State of North Carolina is made a beneficiary of these covenants to the extent
necessary to maintain compliance with the Stormwater Management Permit.
C. These covenants are to run with the land and be binding on all persons and parties
claiming under them.
d. The covenants pertaining to stormwater may not be altered or rescinded without the
express written consent of the State of North Carolina, Division of Water Quality.
e. Alteration of the drainage as shown on the approved plans may not take place without the
concurrence of the Division of Water Quality.
f. The maximum built -upon area per lot, in square feet, is as follows:
Total BUA
Pond 1
BUA
Pond 2
BUA
Total BUA
Pond 1
BUA
Pond 2
BUA
OP 1A
119,752
119,572
-0-
OP 2A
110,251
110,251
-0-
OP 3R
49,005
-0-
49,005
OP 4A
80,760
80,760
-0-
OP 5R
40,772
-0-
40,772
OP 6R
43,516
-0-
43,516
Tract 1 R
414,255
364,597
49,658
Tract 3
156,816
-0-
156,816
Tract 2-A2
73,900
-0-
73,900
Tract 2R
287,496
13,068
274,428
This allotted amount includes any built -upon area constructed within the lot property
boundaries, and that portion of the right-of-way between the front lot line and the edge of
the pavement. Built upon area includes, but is not limited to, structures, asphalt, concrete,
gravel, brick, stone, slate, coquina and parking areas, but does not include raised, open
decking, or the water surface of swimming pools.
g. All runoff on the lot must drain into the permitted system. This may be accomplished
through providing roof drain gutters, which drain to the street, grading the lot to drain
toward the street, or grading perimeter swales and directing them into the pond or street.
Lots that will naturally drain into the system are not required to provide these measures.
h. Built -upon area in excess of the permitted amount will require a permit modification.
i. Each lot within the subdivision whose ownership is not retained by the permittee, must
submit a separate Offsite Stormwater Management Permit application package to the
Division of Water Quality and receive a permit prior to any construction on the lot.
17. A copy of the recorded deed restrictions must be submitted to the Division within 30 days of the
date of recording the plat, and prior to selling lots. The recorded copy must contain all of the
statements above, the signature of the Permittee, the deed book number and page, and the
stamp/signature of the Register of Deeds.
III. GENERAL CONDITIONS
This permit is not transferable to any person or entity without approval from the Division. At least
30 days prior to the sale of the project, or a change or ownership, or a name change of the
Permittee or project, or a mailing address change, the permittee shall submit a completed and
signed Name/Ownership Change form to the Division of Water Quality accompanied by the
applicable documentation as listed on page 2 of the form. The approval of this request will be
considered on its merits and may or may not be approved.
2. Failure to abide by the conditions and limitations contained in this permit may subject the
Permittee to enforcement action by the Division of Water Quality, in accordance with North
Carolina General Statute 143-215.6A to 143-215.6C.
Page 5 of 9

State Stormwater Management Systems
Permit No. SW8 970105
3. The issuance of this permit does not preclude the Permittee from complying with any and all
statutes, rules, regulations, or ordinances which may be imposed by other government agencies
(local, state, and federal) which have jurisdiction.
4. In the event that the facilities fail to perform satisfactorily, including the creation of nuisance
conditions, the Permittee shall take immediate corrective action, including those as may be
required by this Division, such as the construction of additional or replacement stormwater
management systems.
5. The permittee grants DENR Staff permission to enter the property for the purpose of inspecting
all components of the permitted stormwater management facility.
6. The permit may be modified, revoked and reissued or terminated for cause. The filing of a
request for a permit modification, revocation and reissuance or termination does not stay any
permit condition.
7. Unless specified elsewhere, permanent seeding requirements for the stormwater control must
follow the guidelines established in the North Carolina Erosion and Sediment Control Planning
and Design Manual.
8. The permittee shall submit a permit renewal application and fee to the Division at least 180 days
prior to the expiration date of this permit.
Permit renewed and issued this the 23rd day of November 2009.
NORTH CAROLINA ENVIRONMENTAL MANAGEMENT COMMISSION
\/ ) CY(.my
for ColeenAullins, Director
Division of Water Quality
By Authority of the Environmental Management Commission
Permit Number SW8 970105
Page 6 of 9

State Stormwater Management Systems
Permit No. SW8 970105
Smith Creek Station
Stormwater Permit No. SW8 970105
New Hanover 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,
for (Project Owner) hereby state that, to the best of my
abilities, due care and diligence was used in the observation of the project construction such that the
construction was observed to be built within substantial compliance and intent of the approved plans
and specifications.
The checklist of items on page 2 of this form is included in the Certification.
Noted deviations from approved plans and specification:
Signature
Registration Number
Date
SEAL
Page 7 of 9

State Stormwater Management Systems
Permit No. SW8 970105
Certification Requirements:
1. The drainage area to the system contains approximately the permitted acreage.
2. The drainage area to the system contains no more than the permitted amount of
built -upon area.
3. All the built -upon area associated with the project is graded such that the runoff drains to
the system.
4. The outlet/bypass structure elevations are per the approved plan.
5. The outlet structure is located per the approved plans.
6. Trash rack is provided on the outlet/bypass structure.
7. All slopes are grassed with permanent vegetation.
8. Vegetated slopes are no steeper than 3:1.
9. The inlets are located per the approved plans and do not cause short-circuiting of the
system.
10. The permitted amounts of surface area and/or volume have been provided.
11. Required drawdown devices are correctly sized per the approved plans.
12. All required design depths are provided.
13. All required parts of the system are provided, such as a vegetated shelf, and a forebay.
14. The overall dimensions of the system, as shown on the approved plans, are provided.
cc: NCDENR-DWQ Regional Office
Tony Roberts, New Hanover County Building Inspector
Page 8 of 9

State Stormwater Management Systems
Permit No. SW8 970105
Master Permit No. SW8 Master permit #970105
Lot # from
Master Permit
Drains to
Pond #
Offsite Permit No.
Date Issued
Offsite Project Name
Allocated
BUA
Proposed
BUA
OP 1A
1
SW8070315
Mar23, 2007
Hampton Inn
119,572
119,572
OP 2A
1
Plan Revision
Future Development
110,251
64,905
OP 313
2
SW8 000840
Sep 27, 2000
Alpha Graphics
49,005
49,005
OP 4A
1
SW8 000719
Nov 1, 2007
Land Rover
80,760
44,800
OP 5R
2
40,772
OP 6R
2
43,516
Tract 1 R
Pond 1
Pond 2
SW8 071007
Nov 29, 2007
Home Depot
364597
49,658
364,597
49,658
Tract 3
2
Plan Revision
Gold's Gym
156.816
139,392
Tract 2-A2
2
Plan Revision
Retail Shops
73,900
73900
Tract 2R
Pond 1
Pond 2
SW8 071008
Dec 7, 2007
Kohl's
13,068
274,428
13,068
274,428
Page 9 of 9

NKT #05203 - Smith Creek Station
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
�Q17ew
4
STORM WATER MANAGEMENT PERMIT APPLICATION FORM
T his forin may be photocopied for use as an original
1. GENERAL INFORMATION
1. Applicants name (specify the name of the corporation, individual, etc. who owns the project):
Smith Creek Station, LLC
2. Print Owner/Signing Official's name and title (person legally responsible for facility and compliance):
H. E. Miller, III, Manager
3. Mailing Address for person listed in item 2 above:
P.O. Box 2046
Telephone Number: (91
114
State: NC Zip: ZS4UZ
4. Project Name (subdivision, facility, or establishment name — should be consistent with project name on
plans, specifications, letters, operation and maintenance agreements, etc.):
Smith Creek Station
5. Location of Project (street address):
Smith Creek Station Shopping Center is located in the Wilmington City limits off of Old Eastwood Road, Racine Drive
and Government Drive (formerly Market Place Drive)
County: New Hanover
6. Directions to project (from nearest major intersection):
Approximately 0.30 miles east from the intersection of US Hwy. 17 / Market Street and US Hwy.
74 / Eastwood Road
7. Latitude: 340 14' 40"N Longitude:
770 51' 50"W
of project
8. Contact person who can answer questions about the project:
Name: John A. Kuske, III, P.E. Telephone Number: [phone]
11. PERMIT INFORMATION
1. Specify whether project is (check one): New Renewal X Modification
�E C E B V ED
Form sWu-101 version 3.99 Page 1 of OnU{ OCT 0 3 2007
DWQ
PROJ #

2. If this application is being submitted as the result of a renewal or modification to an existing permit, list the
Existing permit number SW8 970105 And its issue date (if known) June 15, 2000
3. Specify the type of project (check one):
Low Density X High Density Redevelop General Permit Other
4. Additional Project Requirements (check applicable blanks):
CAMA Major X Sedimentation/Erosion Control 404/401 Permit NPDES Stormwater
Information on required state permits can be obtained by contacting the Customer Service Center at
1-877-623-6748.
Ill. PROJECT INFORMATION
In the space provided below, summarize how stormwater will be treated. Also attach a detailed narrative
(one to two pages) describing stormwater management for the project.
Stormwater runoff will be treated in two (2) existing stormwater ponds designed for 90% TSS
removal, which are approved under State Stormwater Permit No. SW8 970105.
2. Stormwater runoff from this project drains to the Cape Fear
River Basin.
3. Total Project Area: 37.97 AC 4. Project Built Upon Area: 84.72% Pond No. 1 %
18.65 AC Pond No. 1 19.32 AC Pond No. 2 84.16% Pond No. 2
5. Flow many drainage areas does the project have? 2
6. Complete the following information for each drainage area. If there are more than two drainage areas in the
project, attach an additional sheet with the information for each area provided in the same format as below.
Pnnd Nn 1 Pnnri Nn 2
Basin Information
Drainage Area I
Drainage Area 2
Receiving Stream Name
Smith Creek
Smith Creek
Receiving Stream Class
C-SW
C-SW
Drainage Area
812,394 SF / 18.65 AC
841,579 SF / 19.32 AC
Existing Impervious * Area
571,873 SF / 13.12 AC
649,478 SF / 14.90 AC
Proposed Impervious* Area or Future
116,375 SF / 2.68 AC
38,617 SF / 0.90 AC
% Impervious* Area total
84.72%
Impervious* Surface Area
Drainage Area I
Drainage Area 2
On -site Buildings
On -site Streets
On -site Parkin
On -site Sidewalks
Qtker-eH-site Unallocated I Extra BUA
20,191 SF 10.46 AC
Off -site
Total: 688,248 SF / 15.80 AC
I Total: 708,286 SF / 16.26 AC
* Impervious area Is defined as the built upon area including, but not limited to, buildR,roa%, pt%rkdhgWrecE D
sidewalks, gravel areas, etc. IlfnuS
OCT 0 3 2007
Form SWU-101 Version 3.99 Page 2 of 4
PROD#
DWO

I -low was the off -site impervious area listed above derived?
N/A
IV. DEED RESTRICTIONS AND PROTECTIVE COVENANTS
The following italicized deed restrictions and protective covenants are required to be recorded for all
subdivisions, outparcels and future development prior to the sale of any lot. If lot sizes vary significantly, a
table listing each lot number, size and the allowable built -upon area for each lot must be provided as an
attachment.
i. The following covenants are intended to ensure ongoing compliance with state stormwater management permit
number as issued by the Division of Water Quality. These covenants may
not be changed or deleted without the consent of the State.
2. No more than square feet ofany lot shall be covered by structures or impervious materials.
Impervious materials include asphalt, gravel, concrete, brick, stone, slate or similar material but do not include
wood decking or the water surface ofswinnning pools.
3. Snvales shall not be filled in, piped, or altered except as necessary to provide driveway crossings.
4. Builbupon area in excess of the permitted amount requires a state stormwater management permit modification
prior to construction.
5. All permitted runofffrom outparcels or fmdure development shall be directed into the permitted stormwater control
system. These connections to the stornnvater control system shall be performed in a manner that maintains the
integrity and performance of the system as permitted.
By your signature below, you certify that the recorded deed restrictions and protective covenants for this project
shall include all the applicable items required above, that the covenants will be binding on all parties and persons
claiming under them, that they will run with the land, that the required covenants cannot be changed or deleted
without concurrence from the State, and that they will be recorded prior to the sale of any lot.
V. SUPPLEMENT FORMS
The applicable state stormwater management permit supplement form(s) listed below must be submitted for
each BMP specified for this project. Contact the Stormwater and General Permits Unit at [phone] for
the status and availability of these forms.
Form SWU-102
Form SWU-103
Form SWU-104
Form SWIJ-105
Form SWU-106
Form SWIJ-107
Form SWU-108
Form SWU-109
Wet Detention Basin Supplement
Infiltration Basin Supplement
Low Density Supplement
Curb Outlet System Supplement
Off -Site System Supplement
Underground Infiltration Trench Supplement
Neuse River Basin Supplement
Innovative Best Management Practice Supplement
Form SWU-101 Version 3.99 Page 3 of 4

VI.' SUBMITTAL REQUIREMENTS
Only complete application packages will be accepted and reviewed by the Division of Water Quality (DWQ).
A complete package includes all of the items listed below. The complete application package should be
submitted to the appropriate DWQ Regional Office.
Please indicate that you have provided the following required information by initialing in the space provided
next to each item.
• Original and one copy of the Stormwater Management Permit Application Form
• One copy of the applicable supplement form(s) for each BMP
• Permit application processing fee of $42"payable to NCDENR) D U�
• Detailed narrative description of stormwater treatment / management
• Two copies of plans and specifications, including:
- Development / Project name
- Engineer and firm
- Legend
- North arrow
- Scale
- Revision number & date
- Mean high water line
- Dimensioned property / project boundary
- Location map with named streets or NCSR numbers
- Original contours, proposed contours, spot elevations, finished floor elevations
- Wetlands delineated, or a note on plans that none exist
- Existing drainage (including off -site), drainage easements, pipe sizes, runoff calculations
- Drainage areas delineated
- Vegetated buffers (where required)
VII. AGENT AUTHORIZATION
If you wish to designate authority to another individual or firm so that they may provide information on your
behalf, please complete this section.
John A. Kuske, III, P.E.
Designated agent (individual or firm): Norris, Kuske & Tunstall Consulting Engineers, Inc.
Mailing Address
902 Market Street
City: Wilmington State: NC Zip: 28401
Phone: [phone] Fax: [phone]
Vlll. APPLICANT,s CERTIFICATION
I, (print or type name of person listed in General Information, itent 2) H. E. Miller, III, Manager
Certify that the information included on this permit application form is, to the best of my knowledge, correct and
that the project will be constructed in conformance with the approved plans, that the required deed restrictions and
protective covenants will be recorded, and that the proposed project complies with the requirements of 15A NCAC
2 H.1000.
ytt
Signature: Date: AA Or]
�E C E 1 11 ED
Form SWU-101 Version 3.99 Page 4 of 4 Iuu�,SOu OCT 0 3 2007
DWQ
PROJ #

STORMWATER SYSTEM NARRATIVE
SMITH CREEK STATION - MODIFICATION TO MASTER STATE
STORMWATER PERMIT NO. SW8 970105
LAND ROVER CAPE FEAR- MODIFICATION AND NAME CHANGE TO STATE
STORMWATER OFF -SITE SYSTEM PERMIT NO. SW8 000719
HAMPTON INN - NEW STATE STORMWATER OFF -SITE SYSTEM PERMIT
THE HOME DEPOT - NEW STATE STORMWATER OFF -SITE SYSTEM
PERMIT
KOHL'S DEPARTMENT STORE - NEW STATE STORMWATER OFF -SITE
SYSTEM PERMIT
WILMINGTON, NORTH CAROLINA
APPROVED
NORTH CAROLINA ENVIRONMENTAL
MANAGEMENT COMMISSION
DIVISION OF WATER QUALITY
23-X,W' OW 9
February 2007
Prepared by:
1?ecv(�l
NORRIS, KUSKE & TUNSTALL CONSULTING ENGINEERS, INC.
902 Market Street
Wilmington, North Carolina 28401
[phone]
[phone] (Fax)
E-mail: [e-mail]
NKT Project No. 05203 & 05208

NARRATIVE
PROJECT SITE DESCRIPTION:
Smith Creek Station is an existing shopping center site within the Wilmington City limits in New
Hanover County, NC. The total shopping center site area is approximately 37.97 acres. The
shopping center has multiple property owners, which will be discussed in more detail in the
stormwater permitting section of this narrative.
The majority of the shopping center site area is currently developed with the exception of two
(2) new outparcels and one (1) vacant building pad between two (2) existing buildings. The
two (2) new outparcels were created from two (2) existing outparcels and a portion of the
shopping center property, which is owned by the shopping center developer. The existing
developed portions of the shopping center, the two (2) new outparcels and the vacant building
pad are shown in more detail on the attached exhibit maps.
The 37.97 acre shopping center site has access to Old Eastwood Road, Racine Drive and
Market Place Drive, which are all owned and maintained by the City of Wilmington. The
existing and proposed access driveways are shown in more detail on the attached exhibit
maps.
STORMWATER MANAGEMENT MEASURES:
The stormwater management measures for the 37.97 acre shopping center site include an
existing storm drain pipe system and two (2) existing stormwater ponds. The two (2) existing
stormwater ponds were designed to meet the City of Wilmington Stormwater Ordinance and
the NC DENR State Stormwater Regulations. The Master State Stormwater Permit for the
shopping center stormwater management system is SW8 970105. The Master Stormwater
Permit is issued to the shopping center developer, Smith Creek Station, LLC. The two (2)
existing stormwater ponds treat the stormwater runoff from the total 37.97 acre shopping
center site and drainage area. The drainage area associated with Stormwater Pond No. 1 is
18.65 acres. Stormwater Pond No. 1 is approved to treat runoff from a total impervious area
equal to 688,248 SF / 15.80 acres as approved in Master State Stormwater Permit No. SW8
970105. The drainage area associated with Stormwater Pond No. 2 is 19.32 acres.
Stormwater Pond No. 2 is approved to treat runoff from a total impervious area equal to
708,286 SF / 16.26 acres as approved in Master State Stormwater Permit No. SW8 970105.
The drainage area to each stormwater pond is shown on the attached exhibit maps.
STORMWATER PERMITTING:
Stormwater Pond No. 1 and Stormwater Pond No. 2 were permitted in accordance with the
City of Wilmington Stormwater Ordinance and the State Stormwater Regulations. The existing
stormwater ponds are part of the shopping center stormwater management system approved
in Master State Stormwater Permit No. SW8 970105. Outparcels and tracts of land owned by
others are permitted under a State Stormwater Off -Site System Permit or will be permitted

under a new State Stormwater Off -Site System Permit as shown on the attached summaries
exhibit maps.
The remaining portion of the narrative will focus on State Stormwater permitting and property
ownership. Two (2) State Stormwater permitting summaries will be outlined as follows. The
first summary titled "Existing State Stormwater Permitting Summary — Exhibit Map A", will
explain and outline how the shopping center site is currently permitted. State Stormwater
permit modifications and / or new State Stormwater permits are now required due to changes
in property ownership and deviations from the original approved plan. Therefore, the second
summary titled 'Proposed State Stormwater Permit Summary — Exhibit Map B" will outline and
explain the State Stormwater permit modifications and / or new State Stormwater permits now
required. The second summary will accurately reflect the new property owners and will also
show the deviations from the original approved plan. The exhibit maps show the owner of
each tract of property or outparcel and the area which makes up the total 37.97 acre shopping
center site area.
The shopping center developer, Smith Creek Station, LLC, will continue to hold Master State
Stormwater Permit No. SW8 970105. However, the Master State Stormwater Permit No. SW8
970105 will be modified to reflect the changes in property ownership. The new property
owners will be applying for a State Stormwater Off -Site System Permit.
The required permit applications, application fees, calculations, revised / new deed restrictions
and other supporting documentation for the State Stormwater permit modifications and the
new State Stormwater Off -Site System permits will be submitted as one (1) review package as
discussed in the preliminary scoping meeting with Cameron Weaver, NC DENR Express
Permitting Coordinator. We are requesting that the Master State Stormwater Permit SW8
970105 and the Hampton Inn State Stormwater Off -Site System permit be reviewed and
approved first since the Hampton Inn is the only project being constructed at this time. The
remaining permit applications are for existing facilities or proposed future development.
STATE STORMWATER PERMITTING SITE DATA:
• Total Shopping Center Site Area:
• Total Shopping Center Drainage Area:
• Stormwater Pond No. 1 Drainage Area:
• Total Impervious Area Allowed / Approved
for Stormwater Pond No. 1 per Master
Stormwater Permit No. 970105:
• Stormwater Pond No. 2 Drainage Area:
• Total Impervious Area Allowed / Approved
for Stormwater Pond No. 2 per Master
Stormwater Permit No. 970105
37.97 AC
37.97 AC
18.65 AC
15.80 AC / 688,248 SF
19.32 AC
16.26 AC / 708.286 SF
nE C E I V ED
���u;SUUU OCT 0 3 2007
DWQ
PROJ N

EXISTING STATE STORMWATER PERMITTING SUMMARY — EXHIBIT MAP A
Note: See Exhibit Map A Attached
Property
Tract No.,
Total
State Stormwater
Drains to
Total Impervious
State Stormwater
Owner /
Tract Name
Area
Permit No.
Stormwater
Area per Master
Permit Status
Permittee
or
Pond No.
Permit No.
Outparcel No.
SW8 970105
and Use
Smith Creek
Shopping
15.01 AC
Master Permit No.
Pond No. 1
12.52 AC /
Master Permit
Station, LLC
Center Area
SW8 970105
545,546 SF
Modification Required
Including Pond
No. 1
L. Rover, LLC
Outparcel No.
1.02 AC
Off -Site Discharge
Pond No. 1
90% @ 0.92 AC /
Off -Site Discharge
4A
Permit No. SW8
39,988 SF
Permit Name Change
Land Rover
000719
Required
L. Rover, LLC
Outparcel No.
1.04 AC
Off -Site Discharge
Pond No. 1
90% @ 0.94 AC /
Off -Site Discharge
4B
Permit No. SW8
40,772 SF
Permit Name Change
Land Rover
000719
Required
Smith Creek
Outparcel No.
0.50 AC
Master Permit No.
Pond No. 1
90% @ 0.45 AC /
Master Permit
Station, LLC
1
SW8 970105
19,602 SF
Modification Required
(Vacant)
for New Off -Site
Discharge Permit
Smith Creek
Outparcel No.
1.08 AC
Master Permit No.
Pond No. 1
90% @ 0.97 AC /
Master Permit
Station, LLC
2 (Vacant)
SW8 970105
42,340 SF
Modification Required
for New Off -Site
Discharge Permit
nE C E 1 V ED
W OCT032007
Dw
PROJ C -���
Summary —Exhibit Map A —Page 1

j1E C E 1 V ED
llln�l OCT 0 3 2007
oe", - DWQ
Property
No.,
Total
State Stormwater
Drains to
Total Impervious
State Stormwater
Owner /
Tract Name
Area
Permit No.
Stormwater
Area per Master
Permit Status
Permittee
or
Pond No.
Permit No. SW8
Outparcel No.
970105
and Use
18.65 AC
15.80 AC / 688,248
TOTALS:
Total Pond
SF
No. 1
Total Pond No. 1
Drainage
Impervious Area
Area
Allowed
Smith Creek
Shopping
Master Permit No.
Pond No. 2
13.20 AC /
Master Permit
Station, LLC
Center Area
15.92 AC
SW8 970105
574,933 SF
Modification Required
Including Pond
No. 2
Stone
Outparcel No.
1.25 AC
Off -Site Discharge
Pond No. 2
90% @ 1.13 AC /
No Change Required
Investments,
3 (Alpha
Permit No. SW8
49,005 SF
LLC
Graphics)
000840
88 SOHO, LLC
Outparcel No.
1.04 AC
Off -Site Discharge
Pond No. 2
90% @ 0.94 AC /
No Change Required
5 (Hiro
Permit No. SW8
40,772 SF
Japanese
021113
Steakhouse
Texas
Outparcel No.
1.11 AC
Off -Site Discharge
Pond No. 2
90% @ 0.99 AC /
No Change Required
Roadhouse
6 (Texas
Permit No. SW8
43,516 SF
Holdings, LLC
Roadhouse
000418
Restaurant
19.32 AC
16.26 AC /
Total
708,226 SF
TOTALS:
Pond No.
Total Allowed
2
Pond No. 2
Drainage
Impervious Area
Area
Summary — Exhibit Map A — Page 2

PROPOSED STATE STORMWATER PERMITTING SUMMARY — EXHIBIT MAP B
Note: See Exhibit Map B Attached
Property
Tract No.,
Total
State Stormwater
Drains to
Tract or
State Stormwater
Owner /
Tract Name
Area
Permit No.
Stormwater
Outparcel
Permit Status
Permittee
or
Pond No.
Impervious Area
Outparcel No.
for Master Permit
and Use
No. SW8 970105
Modification
Smith Creek
Outparcel 4B
1.30 AC
Master Permit No.
Pond No. 1
N/A
Master Permit
Station, LLC
Pond No. 1
SW8 970105
Modification Required
CLOS
Outparcel No.
2.06 AC
Off -Site Discharge
Pond No. 1
90% @ 2.06 AC =
Off -Site System Permit
Properties, LLC
4A
Permit No. SW8
1.85 AC / 80,760 SF
Name Change
(Land Rover)
000719
Existing:
Required
1.03 AC / 44,800 SF
Eastwood
Outparcel No.
3.05 AC
New Off -Site
Pond No. 1
90% @ 3.05 AC =
Master Permit
Hotel Group,
1A
System Permit Will
2.75 AC / 119,572
Modification Required
LLC
(Proposed
be Obtained
SF
to Obtain New Off -Site
Hampton Inn)
System Permit for New
Owner
Smith Creek
New Outparcel
2.82 AC
Master Permit No.
Pond No. 1
90% of 2.82 AC =
Master Permit
Station, LLC
No. 2A
SW8 970105
2.53 AC / 110,251
Modification Required
Vacant
SF
HD
Portion of Tract
10.26 AC
New Off -Site
9.05 AC
8.37 AC / 364,597
Master Permit
Development
No. 1 R (3`d
Total Area
System Permit will
Drains to
SF
Modification Required
of Maryland,
Revision)
9.05 AC
be Obtained
Pond No. 1
to Obtain New Off -Site
Inc.
(Home Depot)
Drains to
System Permit for New
Pond No.
Owner
1
Summary — Exhibit Map B — Page 1

Property
Tract No.,
Total
State Stormwater
Drains to
Total Impervious
State Stormwater
Owner /
Tract Name
Area
Permit No.
Stormwater
Area per Master
Permit Status
Permittee
or
Pond No.
Permit No. SW8
Outparcel No.
970105
and Use
Kohl's
Portion of Tract
7.76 AC
New Off -Site
0.37 AC
0.30 AC / 13,068
Master Permit
Department
No. 2R
Total Area
System Permit will
Drains to
SF
Modification Required
Store, Inc.
(Kohl's)
0.37 AC
be Obtained
Pond No. 1
to Obtain New Off -Site
Drains to
System Permit for New
Pond No.
Owner
1
18.65 AC
Total Impervious
Total
Area to Pond No. 1
Pond No.
= 15.80 AC /
TOTALS:
1
688,248 SF vs. Total
Drainage
Impervious Area
Area
Allowed to Pond No.
1=15.80AC/
688,248 SF
Smith Creek
Tract 3
Master Permit No.
Pond No. 2
3.60 AC / 156,816
Master Permit
Station, LLC
(Revision)
5.15 AC
SW8 970105
SF (Including
Modification Required
(Future
Future Building
Building Pad,
Pad)
Gold's Gym,
Pond No. 2
Smith Creek
Tract #2-A2
2.04 AC
Master Permit No.
Pond No. 2
1.70 AC / 73,900
Master Permit
Station, LLC
(Existing
SW8 970105
SF
Modification Required
Shops)
HD
Portion of Tract
10.26 AC
New Off -Site
1.21 AC
1.14 AC / 49,658
Master Permit
Development
No. 1 R (3"'
Total Area
System Permit will
Drains to
SF
Modification Required
of Maryland,
Revision)
1.21 AC
be Obtained
Pond No. 2
to Obtain New Off -Site
Inc.
(Home Depot)
Drains to
System Permit for New
Pond No.
Owner
2
Summary — Exhibit Map B — Page 2

Property
Tract No.,
Total
State Stormwater
Drains to
Total Impervious
State Stormwater
Owner /
Tract Name
Area
Permit No.
Stormwater
Area per Master
Permit Status
Permittee
or
Pond No.
Permit No. SW8
Outparcel No.
970105
and Use
Stone
Outparcel No.
1.25 AC
Off -Site System
Pond No. 2
90% @ 1.25 AC =
No Change Required
Investments,
3R
Permit No. SW8
1.12 AC / 49,005
LLC
(Alpha
000840
SF
Graphics)
88 SOHO, LLC
Outparcel No.
1.17 AC
Off -Site System
Pond No. 2
80% @ 1.17 AC =
No Change Required
5R (Hiro
Permit No. SW8
0.94 AC / 40,772
Japanese
021113
SF
Steakhouse
Texas
Outparcel No.
1.11 AC
Off -Site System
Pond No. 2
90% @ 1.11 AC =
No Change Required
Roadhouse
6 (Texas
Permit No. SW8
1.00 AC / 43,516
Holdings, LLC
Roadhouse
000418
SF
Restaurant
Kohl's
Portion of Tract
7.76 AC
New Off -Site
7.39 AC
6.30 AC / 274,428
Master Permit
Department
No. 2R
Total Area
System Permit will
Drains to
SF
Modification Required
Store, Inc.
(Kohl's)
7.39 AC
be Obtained
Pond No. 2
to Obtain New Off -Site
Drains to
System Permit for New
Pond No.
Owner
2
Summary — Exhibit Map B — Page 3

Property
Owner /
Permittee
Tract No.,
Tract Name
or
Outparcel No.
and Use
Total Area
State
Stormwater
Permit No.
Drains to
Stormwater
Pond No.
Total
Impervious
Area per
Master Permit
No. SW8
970105
State
Stormwater
Permit Status
19.32 AC
Total Impervious
Total Pond No.
Area to Pond
2 Drainage
No. 2 = 15.80
Area
AC / 688,095 SF
TOTALS:
vs. Total
Impervious
Allowed to Pond
No. 2 = 16.26
AC / 708,286
SF, OK!
Remaining
Impervious Area
= 0.46 AC /
20,191 SF
DECEIVED
OCT 0 3 2007
DWa Summary — Exhibit Map B — Page 4
pROJ# -------- ,

NORRIS, KUSKE &TUNSTALL
CONSULTING ENGINEERS, INC.
Aa��
October 3, 2007
Mr. Cameron Weaver, Express Review Coordinator
NC DENR / Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Re: State Stormwater Permit Express Review Submittal
Smith Creek Station - Modification to Master NC DENR Permit No. SW8 970105,
Dated June 15, 2000 &
3 Off -Site Permits for Existing Uses (Land Rover, Kohl's & The Home Depot)
124 Old Eastwood Road
Wilmington, NC
NKT Project No. 05203
Dear Mr. Weaver:
J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
John S. Tunstall, P.E.
J.A. Kuske, P.E. of Counsel
Enclosed are two (2) sets of plans for the subject Smith Creek Station - Modification to Master Permit
No. SW8 970105 project, one (1) copy of the stormwater narrative, one (1) copy of deed restrictions,
one (1) copy of the Articles of Organization and the original Division of Water Quality Stormwater
Management Permit application with attachments. Please note that per Chris Baker, there is no
express permit review fee for the subject submittal.
Also enclosed for the three (3) off -site permit submittals listed below are two (2) sets of plans, the
original Division of Water Quality Stormwater Management Permit application, the original SWU-106
supplement form and a $2,000.00 check for the express permit review fee.
• Land Rover Cape Fear — Smith Creek Station Outparcel No. 4A
• The Home Depot— Smith Creek Station Tract No. 1 R (3 ° Revision)
• Kohl's Department Store
Please review this information for approval and contact us with any questions or comments you may
have. Thank you for your assistance on this project.
Sincerely,
NORRIS, KUSKE & TUNSTALL
CONSULTING ENGINEERS, INC.
IT a�o►�
Joh%LLke, III, P.E.
JAKII I/asn
05203 10-03-07-s•sw express-ttr
Enclosures
cc: H. E. Miller, III / Smith Creek Station, LLC
Hill Rogers / Cameron Company
j�E C E 1 V ED
IO�,us OCT 0 3 2007
DWQ
PROJ #
902 Market Street • Wilmington, NC 28401-4733 • Phone: [phone] • Fax: [phone]

State Stonw.eater Management Sys;em,
Permit No S W S Q%q 10
TO: NC DENR/Division of Environmental Management
Water Quality Section
127 Cardinal Drive Extension
Wilmineton, NC 28405-384"
RE: Smith Creek Station High Densituy Commercial Stormwater Project
Stormwater Permit No. SWS 970105
New Hanover County
A&K Project No. 97112
Engineer's Certification
I: J. Phillip Norris as a duly registered Professional Engineer in the State of
North Carolina, having been authorized to observe (periodically, wee' im ) the construction of the project.
Smith Creek Station High Density Commercial Stormwater Project (Project)
for Home Depot U.S.A., Inc. (Project Owner) hereby state that, to the best of my abilities, due
care and diligence were 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.
Noted deviations Eom approved plans and specifications:
R gtstration N 1 1966
Date _ 20 lqb
cc David B Mayes/City of Wilmington Engineering Department
Bill Oswell/Greenberg Farrow
H.E Miller, II1%Smith Creek Station, L.L.0
CONSULTING ENGINEERS, INC
woz M a. M el 9 its w ilm In q ion N[ 2RAD 1.4 733
MNa1111.I.a.�
"� Y, CAROB `.
41,
SEAL
11 %6 r
♦a�Y.l Inaaa.••
�E C E I V ED
IUnU( OCT 0 3 2007
DWO
PROJ R

1
«A„
INFORMATION PERTAINING TO DEED RESTRICTIONS
AND PROTECTIVE COVENANTS
In accordance with Title 15 NCAC 2H.1000, the Coastal Stormwater Management
Regulations, deed restrictions and protective covenants are required for High Density
Developments with Outparcels where outparcel lots will be subdivided and sold. Deed
restrictions and protective covenants are necessary to ensure that the development maintains
a "built -upon" area consistent with the design criteria used to size the stormwater control
facility. The following deed restrictions and covenants must be recorded prior to the sale of any
outparcel:
2,
3.
4.
5.
6.
The following covenants are intended to ensure ongoing compliance with State
Stormwater Management Permit Number SW8 970105, as issued by the Division of
Water Quality under NCAC 2H.1000.
The State of North Carolina is made a beneficiary of these covenants to the extent
necessary to maintain compliance with the stormwater management permit.
These covenants are to run with the land and be binding on all persons and parties
claiming under them.
The covenants pertaining to stormwater may not be altered or rescinded without the
express written consent of the State of North Carolina, Division of Water Quality.
Alteration of the drainage as shown on the approved plan may not take place without
the concurrence of the Division of Water Quality.
The maximum built -upon area for the outparcel(s) or future development area shown on
the approved plans is as follows:
Stormwater Pond
Stormwater Pond No. 2 BUA
Parcel / Tract
Acreage
No. 1 BUA Limit
Limit
No.
Outparcel No. I
3.05 AC
119,572 SF
Outparcel No. 2A
2.82 AC
110,251 SF
Outparcel No. 3R
1.25 AC
49,005 SF
Outparcel No. 4A
2.06 AC
80,760 SF
Out areel No. 5R
1.17 AC
40,772 SF
Outparcel No. 6R
1.11 AC
43,516 SF
9.05 AC to
Tract No. 1 R
Pond No. 1
(3rd Revision)
1.21 AC to
364,597 SF
49,658 SF
Pond No. 2
10.26 AC Total
156,816 SF (Includes Pond
Tract No. 3
5.15 AC
No. 2 Area)
(Revision)
(Includes Pond
No. 2 Area)
Tract No. 2-A2
2.04 AC
73,900 SF
0.37 AC to
Pond No. 1
Tract No. 2R
7.39 AC to
13,068 SF
274, 8
Pond No. 2}
E C E t
7.76 AC Total
( ,
it
n a UL 1 0 3 200.

These allotted amounts include any built -upon area constructed within the property
boundaries, and that portion of the right -of --way between the lot lines and the edge of
the pavement. Built upon area includes, but is not limited to, structures, asphalt,
concrete, gravel, brick, stone, slate, coquina and parking areas, but does not include
raised, open wood decking, or the water surface of swimming pools.
7. The runoff from all built -upon area within the outparcel or future development area must
be directed into the permitted stormwater control system.
8. Built -upon area in excess of the permitted amount will require a permit modification.
9. The connection from the outparcel's collection system into the stormwater control shall
be made such that short-circuiting of the system does not occur.
10. For those outparcels or future development areas whose ownership is not retained by
the permittee, the new owner shall submit a separate offsite stormwater permit
application to the Division of Water Quality and receive a permit prior to construction.

Lf B11
INFORMATION PERTAINING TO DEED RESTRICTIONS
AND PROTECTIVE COVENANTS
In accordance with Title 15 NCAC 2H.1000, the Coastal Stormwater Management Regulations, deed
restrictions and protective covenants are required for High Density Developments with Outparcels
where outparcel lots will be subdivided from the main tract and sold. Deed restrictions and protective
covenants are necessary to ensure that the development maintains a "built -upon" area consistent with
the design criteria used to size the stormwater control facility.
I, H. E. Miller, III, Manager, acknowledge, affirm and agree by my signature below, that I will cause the
following deed restrictions and covenants to be recorded prior to the sale of any outparcel or future
development area:
1. The following covenants are intended to ensure ongoing compliance with State Stormwater
Management Permit Number SW8 970105 as issued by the Division of Water Quality under
NCAC 2H.1000.
2. The State of North Carolina is made a beneficiary of these covenants to the extent necessary to
maintain compliance with the stormwater management permit.
3. These covenants are to run with the land and be binding on all persons and parties claiming
under them.
4. The covenants pertaining to stormwater may not be altered or rescinded without the express
written consent of the State of North Carolina, Division of Water Quality.
5. Alteration of the drainage as shown on the approved plan may not take place without the
concurrence of the Division of Water Quality.
6. The maximum built -upon area for the outparcel(s) shown on the approved plans is as follows:
See Attached Table
These allotted amounts include any built -upon area constructed within the property boundaries,
and that portion of the right-of-way between the lot lines and the edge of the pavement. Built
upon area includes, but is not limited to, structures, asphalt, concrete, gravel, brick, stone, slate,
coquina and parking areas, but does not include raised, open wood decking, or the water
surface of swimming pools.
7. The runoff from all built -upon area within the outparcel or future development area must be
directed into the permitted stormwater control system.
8. Built -upon area in excess of the permitted amount will require a permit modification.
9. The connection from the outparcel's collection system into the stormwater control shall be made
such that short-circuiting of the system does not occur.
10. For those outparcels or future development areas whose ownership is not retained by the
permittee, the new owner shall submit a separate offsite stormwater permit application to the
Division of Water Quality
11 an((��o receive a permit prior to construction.
Signature: 11LOA_._ 3r Date: '01 R I t o I
State of
do hereby certify that
County of
a Notary Public in the
appeared
before me this the I I 'iV— day of Q. 20-4, and acknowledge
\p\iitNllligbr!
the dug execution of the forinstrument. Witness my hand and of�rch,4 SkaNp '••,;
My Commissioh expires 05 _O�_Oq
>IE 1 11 E
OCT 0 3 2007
PROJ #
DWQ

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NORRIS, KUSKE &TUNSTALL
CONSULTING ENGINEERS, INC.
J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
John S. Tunstall, P.E.
J.A. Kuske, P.E. of Counsel
Stormwater Pond
Stormwater Pond
Parcel I Tract No.
Acreage
No. 1 BUA Limit
No. 2 BUA Limit
Outparcel No. 1A
3.05 AC
119,572 SF
Outparcel No. 2A
2.82 AC
110,251 SF
Outparcel No. 3R
1.25 AC
49,005 SF
Outparcel No. 4A
2.06 AC
80,760 SF
Outparcel No. 5R
1.17 AC
40,772 SF
Outparcel No. 6R
1.11 AC
43,516 SF
9.05 AC to Pond
Tract No. 1 R
No. 1
(3`d Revision)
1.21 AC to Pond
364,597 SF
49,658 SF
No. 2
10.26 AC Total
156,816 SF
Tract No. 3
5.15 AC (Includes
(Includes Pond
(Revision)
Pond No. 2 Area)
No. 2 Area
Tract No. 2-A2
2.04 AC
73,900 SF
0.37 AC to Pond
No. 1
Tract No. 2R
7.39 AC to Pond
13,068 SF
274,428
No. 2
7.76 AC Total
nE C E I V ED
IUnO� OCT 0 3 2007
DWQ
PROJ S
902 Market Street • Wilmington, NC 28401-4733 • Phone: [phone] • Fax: [phone]

North Carolina Secretary of State
Page 1 of I
North Carolina
Elaine F. Marshall DEPARTMENT or--rHE
Secretary SECRETARY of STATE
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Corporation Names
Name Name Type
NC SMITH CREEK STATION, Legal
L. L. C.
Limited Liability Company Information
SOSID:
0436893
Status:
Current -Active
Date Formed:
9/8/1997
Citizenship:
Domestic
State of Inc.:
NC
Duration:
DEC 2097
Registered Agent
Agent Name:
Purser III, Lat W
Registered Office Address:
4530 Park Rd
Suite 300
Charlotte NC 28209
Registered Mailing Address:
4530 Park Rd
Suite 300
Charlotte NC 28209
Principal Office Address:
4530 Park Rd Suite 300
Charlotte NC 28209
Principal Mailing Address: 4530 Park Rd Suite 300
Charlotte NC 28209
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RECE'V E
OCT 0 3 2007
PROd 0 _ DWQ
http://www. secretary. state. nc. us/corporations/Corp.aspx?Pi tern Id=4804443
2/22/2007

OPERATING AGREEMENT
OF
SMITH CREEK STATION, L.L.C.
A North Carolina Limited Liability Company
(�E C E 1 V E�
u�,uf OCT 0 3 207
DWQ
PROJ a

I
OPERATING AGREEMENT
OF
SMITH CREEK STATION, L.L.C.
THIS OPERATING AGREEMENT (hereinafter referred to as the "Agreement") of
SMITH CREEK STATION, L.L.C. (hereinafter referred to as the "Company"), a limited
liability company organized pursuant to the North Carolina Limited Liability Company
Act, is executed effective as of the 8th day of September, 1997, by and among
Turnpike Properties, L.L.C., a North Caro ina Limited Liability Company, and Henry E.
Miller, Jr. and Lionel L. Yow, individual residents of North Carolina.
SECTION 1 - DEFINITIONS
1.1 Definitions. The following terms used in this Agreement shall have the
following meanings (unless otherwise expressly provided herein):
(a) „Act„ means the North Carolina Limited Liability Company
Act, as the same may be amended from time to time.
(b) "Additional CaPltal Contributions" means a Capital
Contribution of a Member made pursuant to Section 8.2 of this Agreement.
(c) "Adiusted Capital Accounts' means, with respect to a
Member, the balance in such Member's Capital Account at the end of the relevant
fiscal year, as determined in accordance with Treasury Regulation § 1.704-1(b)(2)(iv).
(d) "Adiusted Capital Account _Defir, t shall mean, with respect
to any Member, the deficit balance, if any, in such Member's Capital Account as of the
end of the relevant fiscal year, after giving effect to the following adjustments: '
(i) Credit to such Member's Capital Account for any amounts
which such Member is obligated to restore or is deemed to be obligated to
restore pursuant to Treasury Regulation § 1.704-20)(5) and to the penultimate
sentence of Treasury Regulations §1.704-2(g)(1); and
(ii) Debit to such Capital Account for the items described in
Treasury Regulations § § 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)00(d)(5), and
1.704-1(b)(2)(ii)(d)(6).
Page 1

The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of § 1.704-1(b)(2)(ii)(d) of the Treasury Regulations and
shall be interpreted consistently therewith.
(e) "Articles of Organization" means the Articles of Organization
of the Company filed with the Secretary of State, as amended or restated from time
to time.
(f) "Capital Account" shall mean with respect to each Member,
or assignee of a Member, a financial and tax accounting account which shall be
maintained and adjusted in accordance with the capital accounting rules of Code
Section 704(b) and the following provisions:
(i) To each Member's Capital Account there shall be credited
an amount equal to such Member's Capital Contributions, such Member's
distributive share of Net Profit, any items in the nature of income or gain that
are specifically allocated pursuant to Sections 9.3, 9.4 or 9.5, and the amount
of any Company liabilities that are assumed by such Member or that are
secured by Company assets distributed to such Member;
(ii) To each Member's Capital Account there shall be debited
the amount of cash and the Gross Asset Value of any Company asset
distributed to such Member pursuant to any provision of this Agreement,
such Member's distributive share of Net Loss, any items in the nature of
expenses or losses which are specifically allocated pursuant to Sections
9.3, 9.4 or 9.5. and the amount of any liabilities of such Member that are
assumed by the Company or that are, secured by any asset contributed by
such Member to the Company;
(iii) In the event that any Membership Interests are transferred
in accordance with the terms of this Agreement, the transferee shall succeed
to the Capital Account of the transferor to the extent it relates to the transferred
interest; and
(iv) In the event the Gross Asset Values of the Company
assets are adjusted pursuant to the definition of Gross Asset Value herein,
the Capital Accounts of all Members shall be adjusted simultaneously to
reflect the aggregate adjustments as if the Company recognized gain or loss
equal to the amount of such aggregate adjustment.
The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended to comply with Treasury Regulation
j�E C E I V ED
Page 2unp{
OCT 0 3 2001
DWQ
PROJ #

asset, as determined by the contributing Member and the Company (The Gross
Asset Values of initial property contributions are listed on Schedule A).
(ii) The Gross Asset Values of all Company assets shall be
adjusted to equal their respective gross fair market values, as determined by the
Managers as of the following times: (i) the acquisition of an interest or an
additional interest in the Company by any new or existing Member in exchange
for more than a da minimis Capital Contribution; (ii) the distribution by the
Company to a Member of more than a da minimis amount of Company assets
other than money, unless all Members receive simultaneous distributions of
undivided Membership Interests in proportion to their Percentage Interests in
the Company; and (iii) the termination of the Company for federal income tax
purposes pursuant to Code §708(b)(1)(B); provided, however, the adjustments
pursuant to clauses (i) and (ii) above shall be made only if the Manager(s)
reasonably determine that such adjustments are necessary or appropriate to
reflect the relative economic interests of the Members; and
(iii) If the Gross Asset Value of an asset has been determined
or adjusted pursuant to this definition, such Gross Asset Value shall thereafter
be adjusted by the Depreciation taken into account with respect to such asset
for purposes of computing Net Profit or Net Loss.
(o) "Initial Capital Contribution" means the initial contribution
to the capital of the Company made by a Member pursuant to Section 8.1 of this
Agreement.
(p) „Maiority" means, with respect to any referenced group of
Managers, a combination of any of such Managers constituting more than Fifty Percent
(50%) of the number of Managers of such referenced group who are then elected and
qualified. Any reference to action by the Manager or Managers of the Company refers
to an action consented to by a majority of the Managers, unless specifically indicated
otherwise within the context of a specific section or paragraph.
(q) " aiori y in Interests". means a combination of any
Members who, in the aggregate, own more than Fifty Percent (50%) of the respective
Membership Interests owned by all Members, unless specifically indicated otherwise
within the context of a specific section or paragraph.
(r► "Manaaer" means a Person designated as a manager of the
Company on Schedule B hereto, or otherwise designated as a manager in a written
agreement of the Members, or any other Person that succeeds such Manager in his
capacity as manager or any other Person who is elected to act as a manager of the
Company as provided herein. "Managers" means all such Persons as a�{o9p.CAV ( V E D
Page 4 A OCT 0 3 2-007
DWQ
PROJ a

reference to the singular term Manager shall also refer to the plural term Managers,
unless specifically indicated otherwise within the context of a specific section or
paragraph.
(s) "Member" means each Person designated as a Member of
the Company on Schedule A hereto, or any additional person admitted as a Member
of the Company in accordance with Section X. "Members" means all such Persons as
a group.
(t) "Member Minimum Gain" shall mean an amount with respect
to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would
result if such Member Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with §1.704-2(i)(3) of the Treasury Regulations.
(u) "Member Nonrecourse Debi" has the meaning set forth in
§1.704-2(b)(4) of the Treasury Regulations.
(v) "Member Nonrecourse Deductions" has the meaning set
forth in §§1.704-20)(1) and 1.704-20)(2) of the Treasury Regulations.
(w) "Membership Interests" means an ownership interest in the
Company represented by a Capital Account, entitling the holder of such Membership
Interests to the rights and benefits provided in this Agreement and obligating such
holder to comply with the terms and conditions of this Agreement.
(x) "Net Capital Proceeds" shall mean the amount of any net
cash proceeds received by the Company from a Capital Transaction after retirement
of applicable mortgage debts, payment of all expenses related to the Capital
Transaction, payment of or provision for Company obligations and establishment and
maintenance of such reserves as the Manager(s) deem necessary or appropriate for
anticipated future investments, obligations, contingencies, capital improvements,
replacements and working capital.
(y) "Net Cash Flow" shall mean cash revenues from the
operation of the business of the Company (including cash rental revenues in the
ordinary course of business, but excluding Net Capital Proceeds, Capital Contributions,
and insurance proceeds), decreased by (a) cash expenses, (b) debt payments (principal
and interest), (c) capital expenditures to the extent not paid from borrowings, reserves,
or insurance proceeds and (d) the amount allocated for establishment and maintenance
of any and all reserves required by any governmental agency or as the Manager(s), in
their sole discretion, may deem necessary or appropriate for anticipated future
investments, obligations, contingencies, capital improvements, replacements and
working capital.
Page 5

(z) "Net Initial Capital Contribution" shall mean the Capital
Contributions of the Member to the Company made under Section 8.1, less all
amounts distributed to that Member under Section 9.2(e); provided that such Net
Initial Capital Contribution shall not be reduced below zero (0).
(aa) "Net Profit or Net Loss" shall mean for each fiscal year or
other period an amount equal to the Company's taxable income or loss for such year
or period, determined in accordance with Code §703(a). For the purpose of this
Section 1.1(bb), all items of income, gain, loss, or deduction required to be stated
separately pursuant to Code §703(a)(1) shall be included in taxable income or loss
with the following adjustments:
(i) Any income of the Company that is exempt from federal
income tax and not otherwise taken into account in computing Net Profit or
Net Loss pursuant to this definition shall be added to such taxable income or
loss;
00 Any expenditures of the Company described in Code
§705(a)(2)(B) or treated as Code §705(a)(2)(B) expenditures pursuant to
Treasury Regulation §1.704-1(b)(2)(iv)(i), and not otherwise taken into
account in computing Net Profit or Net Loss pursuant to this definition, shall
be subtracted from such taxable income or loss;
(iii) Gain or loss resulting from any disposition of Company
assets with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the
asset disposed of, notwithstanding that the adjusted tax basis of such asset
differs from its Gross Asset Value;
(iv) In lieu of the Depreciation, amortization and other cost
recovery deductions taken into account in computing such taxable income or
loss there shall be taken into account Depreciation for such fiscal year or
other period, computed in accordance with its definition herein;
(vl To the extent an adjustment to the adjusted tax basis of
any Company asset pursuant to Code §734(b) or Code §743(b) is required
pursuant to Regulations § 1.704-1(b)(2)(iv)(m)(4) to be taken into account in
determining Capital Accounts as a result of a distribution other than in
complete liquidation of a Member's Membership Interests the amount of such
adjustment shall be treated as an item of gain (if the adjustment increases the
basis of the asset) or loss (if the adjustment decreases the basis of the asset)
from the disposition of the asset and shall be taken into account for purposes
of computing Net Profit or Net Loss; and
Page 6

(vi) Notwithstanding any other provision of this Section, any
items which are specially allocated pursuant to Sections 9.3, 9.4 or 9.5 hereof
shall not be taken into account in computing Net Profit or Net Loss.
The amounts of the items of Company income, gain, loss or deduction available
to be specifically allocated pursuant to Sections 9.3, 9.4 and 9.5 hereof shall be
determined by applying rules analogous to those set forth in this Section 1.1(aa).
(bb) "Nonrecourse Deductions" has the meaning set forth in
91.704-2(b)(1) of the Treasury Regulations.
(cc) "Nonrecourse Liability" shall have the same meaning as set
forth in Treasury Regulations § 1 .704-2(b)(3).
(dd) "Percentage Interests" means the percentage ownership
interest of a Member.
(ee) "Person" means an individual, a trust, an estate, a domestic
corporation, a foreign corporation, a professional corporation, a partnership, a limited
partnership, a limited liability company, a foreign limited liability company, an
unincorporated association, or any other legal entity.
(ff) "Record Holder" means a Person shown on the books and
records of the Company who has a Membership Interests in the Company as of the
close of business on any day on which Record Holders are to be determined. A Record
Holder has all rights, powers and obligations of a Member, including, without
limitation, the right to vote on all matters brought before the Members of the Company
for a vote.
(gg) "Secretary of State" means the Secretary of State of North
Carolina.
(hh) "Treasury Regulations" means the Income Tax Regulations
and Temporary Regulations promulgated under the Code, as such regulations may be
amended from time to time (including corresponding provisions of succeeding
regulations).
SECTION II - FORMATION OF THE COMPANY
2.1 Formation. The Company was formed on the date first written above
upon the filing with the Secretary of State of the Articles of Organization of the
Company. In consideration of the mutual premises and covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which is
Page 7 E C E I V E D
OCT 0 3 L007
DWQ
PROJ #

hereby acknowledged, the parties hereto agree that the rights and obligations of the
parties and the administration and termination of the Company shall be governed by
this Agreement, the Articles of Organization and the Act.
2.2 Name. The business and affairs of the Company shall be conducted
under the name "SMITH CREEK STATION, L.L.C." The name of the Company may be
changed from time to time by amendment of the Articles of Organization. The
Company may transact business under an assumed name by filing an assumed name
certificate in the manner prescribed by applicable law.
2.3 Registered Office and Registered Agent. The Company's registered
office shall be 4530 Park Road, Suite 300, Charlotte, North Carolina, 28209, and the
name of its initial registered agent at such address shall be Lat W. Purser, III.
2.4 Principal Place of Business. The principal place of business of the
Company within the State of North Carolina shall be 4530 Park Road, Suite 300,
Charlotte, North Carolina, 28209. The Company may locate its place(s) of business
and registered office at any other place or places as the Managers may from time to
time deem necessary or advisable.
2.5 Term. The Company shall be formed and shall commence doing
business as of the date of the filing of the Articles of Organization and shall continue
from the date of filing through December 31, 2097, unless the Company is earlier
dissolved and its affairs wound up in accordance with the provisions of this Agreement
or the Act.
2.6 Purposes and Powers. The purposes and powers of the Company are
as follows:
(a) To acquire those certain tracts or parcels of land at or near the
intersection of Old Eastwood Road (S.R. 1937) and Racine Drive (S.R. 1905),
Wilmington, New Hanover County, North Carolina and known as or to be known as
"Smith Creek Station" (hereinafter referred to as the "Property"), as more particularly
described in Schedule C.
(b) To build, construct, and develop a retail shopping c inter, including the
out parcels, on the Property.
(c) To hold and operate the Property and the improvements located
thereon, or any part thereof, and to engage in such other activities related to the
Company as may be reasonably calculated to benefit the Company.
Page 8

(d) To enter into contracts for the purchase, sale, financing, construction,
maintenance and management of the Property.
(e) To sell the Property at a fair market price.
(f) To borrow money for Company purposes, to execute and deliver
promissory notes evidencing any such indebtedness and to mortgage, pledge and
encumber the property of the Company in order to secure any such loans.
(g) To loan money and to receive borrowed monies, rentals and all other
types of income and other receipts in any way derived from the Company's property
and investments, and to deposit such funds in any bank or other depository; to expend
all or any portion of these funds for maintenance of the facilities in payment of
operation and other expenses, in repayment of debts, and for any other proper purpose
related to the ownership and operation of the Company by the Members from the
funds as are determined by the Manager(s) to be available for such purpose.
2.7 Restriction on Purpose and Actions of the Members and Managers.
Except as otherwise provided in this Agreement, without the unanimous written
consent of all the Members, the Members and the Managers shall not have the
authority to:
(a) Do any act in contravention of this Agreement.
(b) Confess a judgment against the Company.
(c) Admit an additional Member, except as provided for in this Agreement.
(d) Amend, modify or waive provisions of this Agreement.
(a) Alter the purposes of the Company as set forth in Section 2.6.
(f) Bring any suit on behalf of the Company or settle any suit brought
against the Company other than proceedings in the ordinary course of business.
(g) Possess any Company Property, or assign the rights of the Company
in specific Property, for other than a Company purpose.
(h) Make arrangements for financing or acceptance of loan commitments.
(i) Sell, lease, transfer (other than in the ordinary course of business),
mortgage, or place any other encumbrances or lien upon the Property.
Page 9

2.8 Nature of Members' Interests. The Membership Interests of the
Members in the Company shall be personal property for all purposes. Legal title to all
Company assets shall be held in the name of the Company. Neither any Member nor
a successor, representative or assign of such Member, shall have any right, title or
interest in or to any Company property or the right to partition any real property owned
by the Company.
2.9 Management and Leasing Agreement. The Company hereby adopts the
Exclusive Management and Leasing Agreement attached hereto as Schedule D.
SECTION III RIGHTS AND DUTIES OF MANAGERS
3.1 Management. The business and affairs of the Company shall be
managed by the Managers. In addition to the powers and authorities expressly
conferred by this Agreement upon the Managers, the Managers shall have full and
complete authority, power and discretion to manage and control the business of the
Company, to make all decisions regarding those matters and to perform any and all
other acts or activities customary to or incident to the management of the Company's
business, except only as to those acts and things as to which approval by the
Members is expressly required by the Articles of Organization, this Agreement, the Act
or other applicable law. At any time when there is more than one Manager: (i) any one
Manager may take any action permitted to be taken by the Managers, unless the
approval of more than one of the Managers is expressly required pursuant to this
Agreement or the Act; and (ii) the Managers may elect one or more officers who may
but need not be Members or Managers of the Company, with such titles, authority,
duties and compensation as may be designated by the Managers, subject to any
applicable restrictions specifically provided in this Agreement or contained in the Act.
Action under Section 3.1(ii) shall require a vote of a Majority of the Managers or
written consent of all of the Managers as provided in Section 4.3(d).
3.2 Number and Qualifications. There shall initially be the number of
Managers of the Company whose names appear on Schedule B attached hereto. The
names and consent of the Managers to serve as such shall be evidenced on Schedule d
B attached hereto and made a part hereof, as amended upon any change of Managers. Lo><
There shall be a maximum of three (3) Managers of the Company who shall be elected
as provided in Section 6.7. Managers need not be residents of the State of North
Carolina or Members of the Company.
3.3 Election and Term of Office. Managers shall be elected at the annual
meeting of the Members (except as provided in Sections 3.5 and 3.6). Each Manager
shall hold office until the Manager's successor shall have been elected and qualified,
or until the death or dissolution of such Manager, or until his or its resignation or
removal from office in the manner provided in this Agreement or in the Act.
Page 10

3.4 Resignation. Any Manager of the Company may resign at any time by
giving written notice to all of the Members of the Company. The resignation of any
Manager shall take effect upon receipt of notice thereof or at such later time as shall
be specified in such notice; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
3.5 Removal. At any special meeting of the Members called expressly for
that purpose, all or any lesser number of Managers may be removed at any time, either
with or without cause, by the affirmative vote of a Majority in Interests of Members.
In case any vacancy so created shall not be filled by the Members at such meeting,
such vacancy may be filled by the Members as provided in Section 3.6.
3.6 Vacancies. Any vacancy occurring for any reason in the Managers of
the Company may be filled by the affirmative vote of a Majority in Interests of
Members at an annual meeting of Members or at a special meeting of Members called
for that purpose.
3.7 Inspection of Books and Records. Any Manager shall have the right to
examine all books and records of the Company for a purpose reasonably related to
such Manager's position as a Manager.
3.8 Compensation. Each Manager shall receive a monthly management fee
of One Hundred dollars ($100.00). e management fee she be paid on or before the
15th of each month. No Manager shall be prevented from receiving such compensation
by reason of the fact that he is also a Member of the Company.
3.9 Committees of the Managers. The Managers, by resolution, may
designate from among the Managers one or more committees, each of which shall be
comprised of one or more of the Managers, and may designate one or more of the
Managers as alternate members of any committee, who may, subject to any limitations
imposed by the Managers, replace absent or disqualified Managers at any meeting of
that committee. Any such committee, to the extent provided in such resolution or in
this Agreement, shall have and may exercise all of the authority of the Managers,
subject to any restrictions contained in this Agreement or the Act.
Page 11

SECTION IV - MEETINGS OF MANAGERS
4.1 Place of Meeting. The Managers of the Company may hold their
meetings, both regular and special, at any place within or without the State of North
Carolina.
4.2 Notice of Meetings. The first meeting of newly elected Managers shall
be held immediately following the adjournment of the annual meeting of the Members.
The Managers may otherwise meet at such intervals and at such time and place as
they shall schedule. The first meeting of Managers, and any scheduled meetings of
the Managers, may be held without notice. Special meetings of the Managers may be
called at any time by no less than one-third of the then serving Managers for any
purpose or purposes. Notice of such special meetings, unless waived by attendance
or by written consent to the holding of the special meeting, shall be given at least five
(5) days before the date of such meeting to all Managers not calling the meeting.
Notice of such special meeting shall state that it shall be held at the principal place of
business of the Company, the date and hour of the special meeting, and its purpose
or purposes. Absent the written consent of a majority of the Managers to take other
action, the business transacted at such special meeting shall be limited to such
purpose or purposes as stated in the notice.
4.3 Action by Managers; Quorum; Voting; Action Without a Meeting.
(a) A Majority of the Managers shall be necessary to constitute a
quorum for the transaction of business at a meeting of the Managers. Every act or
decision done or made by a Majority of the Managers present at a meeting duly held
at which a quorum is present shall be regarded as the act of the Company, unless a
greater number is required by law, the Articles of Organization or by this Agreement.
(b) Managers may participate in any meeting of the Managers by
means of conference telephone or similar communications equipment, provided all
Managers participating in the meeting can hear one another, and such participation in
a meeting shall constitute presence in person at the meeting.
(c) All votes required of Managers hereunder may be by voice vote,
unless written ballot is requested, which request may be made by any one Manager.
(d) Any action which under any provision of the Act or this Agreement
is to be taken at a meeting of the Managers may be taken without a meeting by
written consent signed by all Managers who would be entitled to vote upon such
action at a meeting. Such written consent must be kept with the records of the
Company.
Page 12

4.4 Adjournment. A Majority of the Managers present may adjourn any
Managers' meeting to meet again at a stated day and hour or until the time fixed for
the next regular meeting of the Managers.
SECTION V - MEMBERS
5.1 Names and Addresses of Member. The names, addresses and
Percentage Interests of the Members are as reflected on Schedule A attached hereto
and made a part hereof, which Schedule A shall be amended by the Company as of
the effective date of any subsequent issuance of any Membership Interests.
5.2 Admission of Members.
(a) In the case of a Person acquiring any Membership Interests directly
from the Company, the Person shall become a Member with respect to such
Membership Interest upon compliance with the requirements of Section X and making
the Capital Contributions specified by a Majority in Interests.
(b) Any Person may become a Member unless such Person lacks
capacity or is otherwise prohibited from being admitted by applicable law.
SECTION VI - MEETINGS OF MEMBERS
6.1 Annual Meetings of Members. An annual meeting of the Members will
be held at such time and date at the principal office of the Company or at such other
place within or without the State of North Carolina as shall be designated by the
Managers from time to time and stated in the notice of the meeting. The purposes of
the annual meeting need not be enumerated in the notice of such meeting.
6.2 Special Meetings of Members. Special meetings of the Members may
be called by the Managers or by the holders of not less than Ten Percent (10%) of all
the Membership Interests. Business transacted at all special meetings shall be
confined to the purpose or purposes stated in the notice.
6.3 Notice of Meetings of, Members. Written notice stating the place, day
and hour of the meeting and, additionally in the case of special meetings, stating the
principal place of business of the Company as the location and the purpose or
purposes for which the meeting is called, shall be delivered not less than Ten (10) nor
more than Sixty (60) days before the date of the meeting.
6.4 Record Date. For the purpose of determining Members entitled to
notice of or to vote at any meeting of Members or any adjournment thereof, or
Members entitled to receive payment of any distribution, or to make a determination
Page 13

of Members for any other purpose, the date on which notice of the meeting is mailed
or the date on which such distribution is declared, as the case may be, shall be the
record date for such determination of Members. When a determination of Members
entitled to vote at any meeting of Members has been made as provided in this Section
6.4, such determination shall apply to any adjournment thereof.
6.5 Quorum. A Majority in Interests shall constitute a quorum at all
meetings of the Members, except as otherwise provided by the Act or this Agreement.
Once a quorum is present at the meeting of the Members, the subsequent withdrawal
from the meeting of any Member prior to adjournment or the refusal of any Member
to vote shall not affect the presence of a quorum at the meeting. If, however, such
quorum shall not be present at the opening of any meeting of the Members, the
Members entitled to vote at such meeting shall have the power to adjourn the meeting
from time to time, without notice other than announcement at the meeting.
6.6 Actions by Members Other than for Election of Managers. Except for
a matter for which the affirmative vote of greater than a Majority in Interests is
required by the Act, the Articles of Organization or this Agreement, action of Members
shall be by the affirmative vote of a Majority in Interests represented and voting at the
meeting. All actions provided for herein may be taken by written consent without a
meeting. Any such action which may be taken by the Members without a meeting
shall be effective only if the consents are in writing, set forth the action so taken, and
are signed by all Members. Members may participate in any meeting of the Members
by means of a conference telephone or similar communications equipment, provided
all members participating in the meeting can hear one another, and such participation
in a meeting shall constitute presence in person at the meeting.
6.7 Action by Members to Elect Managers. Notwithstanding anything to
the contrary in Section 3.6, for purposes of voting on the election of Managers,
Managers shall be elected at any meeting of the Members at which a quorum is
present. Turnpike Properties, L.L.C. and its assigns can collectively elect one (1)
Manager. By executing this Agreement Turnpike Properties, L.L.C. hereby elects Lat
W. Purser, III as a Manager of the Company. Henry E. Miller, Jr. and his assigns can
collectively elect one (1) Manager. By executing this Agreement Henry E. Miller, Jr.
hereby elects Henry E. Miller, III as a Manager of the Company. Lionel L. Yow and his
assigns can collectively elect one (1) Manager.
6.8 List of Members Entitled to Vote. The Managers shall make, at least
Ten (10) days before each meeting of Members, a complete list of the Members
entitled to vote at such meeting, or any adjournment of such meeting, arranged in
alphabetical order, with the address of and the Percentage Interests held by each,
which list, for a period of Ten (10) days prior to such meeting, shall be kept on file at
the registered office of the Company and shall be subject to inspection by any Member
at any time during usual business hours. Such list shall also be produced and kept
open at the time and place of the meeting and shall be subject to inspection of any
Page 14

Member during the whole time of the meeting. However, failure to comply with the
requirements of this Section 6.8 shall not affect the validity of any action taken at
such meeting.
6.9 Registered Members. The Company shall be entitled to treat the
Record Holder of any Membership Interests as the holder in fact of such Membership
Interests for all purposes, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such Membership Interests on the part of any
other person, whether or not the Company shall have express or other notice of such
claim or interest, except as expressly provided by this Agreement or the laws of North
Carolina.
SECTION VII - LIMITATION OF LIABILITY AND
INDEMNIFICATION OF MANAGERS AND MEMBERS
7.1 Limitation of Liability. No Manager or Member of the Company shall
be liable, responsible or accountable in damages or otherwise to the Company or its
Members for monetary damages for an act or omission in such person's capacity as
a Manager, a Member, or as a Member's successor, assignee or transferee except as
provided in the Act for (i) acts or omissions which a Manager or Member knew at the
time of the acts or omissions were clearly in conflict with the interests of the
Company, or (ii) any transaction from which a Manager or Member derived an improper
personal benefit.
7.2 Indemnification and Reimbursement.
(a) The Company shall indemnify, defend and hold each Manager
harmless from and against any loss, liability, damage, cost or expense, including
reasonable attorneys, fees, incurred by or asserted against that Manager and arising
in connection with any of their activities on behalf of the Company or in furtherance
of the interests of the Company, including, without limitation, any action taken by a
Manager as Tax Matters Partner, or any demands, claims or lawsuits initiated by a
Member or resulting from or relating to the offer and sale of Membership Interests in
the Company. Neither Manager nor any Manager's affiliates or agents who perform
services on behalf of the Company shall have any liability by reason of or arising out
of the authorized conduct of the Company's business or for the preservation of its
business assets or property. Notwithstanding any provision to the contrary in this
Agreement, the Company shall not indemnify any Manager's affiliate or agent to the
extent that such liability arises from such Manager's fraud, bad faith or gross
negligence or such lesser standard of conduct as under applicable law prevents
indemnification hereunder. All rights of the Manager to indemnification shall survive
the dissolution of the Company and the withdrawal, incapacity or bankruptcy of the
Manager.
Page 15

(b) The Company shall indemnify, defend and hold each Member
harmless from and against any loss, liability, damage, cost or expense, including
reasonable attorney's fees, incurred by or asserted against that Member and arising
due to that Member's status as a Member, except to the extent that such liability
arises from such Member's fraud, bad faith or gross negligence or such lesser standard
of conduct as under applicable law prevents indemnification hereunder. All rights of
the Member to indemnification shall survive the dissolution of the Company and the
withdrawal, expulsion, incapacity or bankruptcy of the Member. Notwithstanding any
provision to the contrary in this Agreement, no relief pursuant to this Section 7.2(b)
shall limit or eliminate the liability of a Member for any taxes owed by the Company
pursuant to Chapters 105 and 119 of the North Carolina General Statutes.
(c) The Company may advance expenses incurred by a Manager or
Member, including advances to cover the legal costs and other expenses (including the
cost of any investigation and preparation) incurred by any Member or Manager in
connection with any of his activities on behalf of the Company or in furtherance of the
interests of the Company. The Company may advance such expenses after application
therefor has been made by the Manager or Member and such application has been
approved by a Majority of disinterested Managers, or if none, a Majority in Interests
of disinterested Members and the Company has received an undertaking by such
Manager or Member to reimburse the Company unless it shall ultimately be determined
that such Manager or Member is entitled to be indemnified by the Company against
such expenses. The Company may also indemnify its employees and other
representatives or agents up to the fullest extent permitted under the Act or other
applicable law, provided that the indemnification in each such situation is first
approved by a Majority in Interests, excluding therefrom the vote of the party to be
indemnified.
7.3 Other Rights. The indemnification provided by this Agreement shall:
W be deemed to be in addition to any other rights to which a person seeking
indemnification may be entitled under any statute, agreement, vote of disinterested
Members or disinterested Managers, or otherwise, both as to action in official
capacities and as to action in another capacity while holding such office; 60 continue
as to a person who ceases to be a Manager or Member with respect to all actions
which occur on or before the date on which such Manager or Member ceases to be a
Manager or Member, as the case may be; (iii) inure to the benefit of the estate, heirs,
executors, administrators or other successors of an indemnitee; and (iv) not be deemed
to create any rights for the benefit of any other person or entity.
7.4 Report to Members. The details concerning any action to limit the
liability of or indemnify or advance expenses to a Manager, Member or other person
or entity, taken by the Company shall be reported in writing to the Members with or
before the notice or waiver of notice of the next Members' meeting or, if sooner, with
Page 16

or before the next submission to the Members of a consent to action without a
meeting or, if sooner, separately within Ninety (90) days immediately following the
date of the action.
SECTION VIII - CONTRIBUTIONS TO CAPITAL AND CAPITAL ACCOUNTS;
LOANS; NO NEGATIVE CASH FLOW GUARANTY
8.1 Capital Contribution. Upon execution of this Agreement, each Member
agrees to contribute cash or property to the Company in the amount set forth as the
Initial Capital Contribution of such Member on Schedule A, attached hereto.
8.2 Additional Capital Contributions. In the event at any time or from time
to time, a Majority of the Managers reasonably determine the Company is in need of
additional capital, or will be in need of additional capital within ninety (90) days, the
Managers may propose a capital call by delivering a written notice to each Member
specifying (i) the total amount of the additional capital required, (ii) the use to which
such capital would be applied and (iii) a request for approval of a capital call in such
amount. To the extent the capital call is approved by a Majority in Interests of the
Members, then within ten (10) days of such approval, the Managers shall send a
written notice to each Member setting forth (i) the amount of the total capital call, (ii)
the purposes for which the funds will be used, (iii) the date the capital call was
approved by the Members and (iv) such Member's pro-rata share of such capital call,
such pro-rata share being equal to such Member's Percentage Interests. Each member
shall contribute in cash such Member's pro-rata share of the approved capital within
thirty (30) days following the receipt of the notice.
8.3 Failure to Make Additional Capital Contributions.
(a) If any Member fails to make any Additional Capital Contribution
within the specified time as required pursuant to Section 8.2 (hereinafter referred to
as the "Defaulting Member"), then any other Member (hereinafter referred to as
the"Non-Defaulting Member") may, at its option invoke any of the following
provisions:
(i) The Company, by vote of a Majority in Interests of the Non -
Defaulting Members, shall have the right to expel the Defaulting Member and treat
such failure to make the required Additional Capital Contribution as an event which is
treated as an Involuntary Transfer under Section 10.4(c), and which triggers the
Company/Member Purchase Option. The Company shall give the Defaulting Member
written notice of its intent to treat the Defaulting Member's failure to make the
required Additional Capital Contribution as an event which is treated as an Involuntary
Transfer under Section 10.4(c), and which triggers the Company/Member Purchase
Option. The written notice shall state that it is made pursuant to this Section 8.3(a)(i).
A Defaulting Member who is expelled from the Company shall remain liable to the
Page 17 E C E 1 V E D
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Company for his deemed negative Capital Account as provided in Section 10.10. The
value of the Membership Interests of the Defaulting Member as determined in Section
10.5 and Section 10.6 shall be reduced by the amount of such Defaulting Member's
unpaid Additional Capital Contribution
(ii) If any Defaulting Member fails to make all of such Defaulting
Member's share of any additional contribution to capital as required pursuant to
Section 8.2 hereof, then in lieu of causing the Company or the Non -Defaulting
Members to purchase the interest of the Defaulting Member as provided in Section
8.3(a)(i) above, the Non -Defaulting Members, who are able and willing to do so, may
make a Capital Contribution in excess of their proportionate share of such Additional
Capital Contributions in such amounts as they may agree amongst themselves. If
unable to agree upon the Additional Capital Contribution, each Non -Defaulting Member
who is able and willing to make a contribution shall have the primary right to
contribute that portion of such excess equal to the proportion that such Non -Defaulting
Member's Percentage Interests in the Company bears to the aggregate Percentage
Interests of all Non -Defaulting Members, and a secondary right to contribute any
remaining portion of such excess which is not desired to be contributed by any other
Non -Defaulting Member in the exercise of his primary right.
A contribution to the Company made by a Member on behalf of a Defaulting
Member pursuant to Section 8.3(a)(ii) shall at the election of the contributing Member
be treated as an Additional Capital Contribution to the Company (with adjustment in
the Percentage Interests of the Members to the extent provided in Section 8.4) or
deemed as .a demand loan from such Non -Defaulting Member to the Defaulting
Member. If the Non -Defaulting Member elects to treat the amount advanced as a
demand loan to the Defaulting Member, the Capital Account of the Non -Defaulting
Member shall be increased by the amount treated as a loan to the Defaulting Member
and the Defaulting Member's Percentage Interest in the Company shall not be affected.
The amount advanced by the contributing Non -Defaulting Member on behalf of the
Defaulting Member shall be a nonrecourse personal debt of the Defaulting Member to
the contributing Non -Defaulting Member and shall bear an interest rate at the lesser
of Eighteen Percent (18%) per annum or the maximum rate allowed by North Carolina
law, and shall be secured by the Defaulting Member's Membership Interests in the
Company as provided below. Thereafter, all distributions from the Company otherwise
due to the Defaulting Member shall be paid to the contributing Non -Defaulting Member
(or Non -Defaulting Members in proportion to their contributions) who has made a
contribution on behalf of such Defaulting Member until such time as the principal and
the interest of such loan or loans are paid in full. The Non -Defaulting Member(s)
making such advances as a demand loan may call the demand loan or loans due at any
time. If payment in full of such demand loan is not made within ten (10) days of
demand, the Non -Defaulting Member(s) who have advanced the funds may either (i)
pursue legal enforcement of the demand loan in which event the Company may expel
Page 18

the Defaulting Member as provided in Section 8.3(a)(i) above, or (ii) elect to treat the
principal amount due under the demand loan as an Additional Capital Contribution to
the Company by the Non -Defaulting Member(s) who made advances with a
corresponding reduction in the Capital Account of the Defaulting Member and with an
adjustment in the Percentage Interests of the Members as provided in Section 8.4, to
the extent applicable. A Defaulting Member shall execute (i) a promissory note payable
to the contributing Non -Defaulting Member(s) for the amount of the advance, plus
interest as described above; and (ii) a security agreement and UCC statements granting
a security interest in the Defaulting Member's Membership Interest in the Company to
the contributing Member(s).
(b) Each of the Members hereby constitutes and appoints each other
Member as his true and lawful representative and attorney -in -fact, in his name, place,
and stead to make, execute, sign and file all instruments necessary for the creation
and continued existence of any foregoing described promissory note and security
agreement. This power of attorney shall be irrevocable and deemed coupled with a
Membership Interest. This grant of a power of attorney shall apply only with respect
to the provisions of this Section 8..3.
8.4 Squeeze Down. If a Non -Defaulting Member who contributes additional
capital to the Company pursuant to Section 8.3 hereof elects to treat such payment
as an Additional Capital Contribution rather than a loan to a Defaulting Member or if
the Defaulting Member fails to repay a demand loan made pursuant to Section 8.3,
each Member's Percentage Interests shall be adjusted as follows:
(a) The amount of each Member's then unreturned Capital
Contributions shall be determined (without regard to distributions of Net Cash Flow).
(b) The amount determined above, shall be divided by the aggregate
amount of all the Members' then unreturned Capital Contributions (determined without
regard to distributions of Net Cash Flow), and the resulting percentage for the
Defaulting Member shall be such Member's adjusted Percentage Interests, and shall
supersede such Member's prior Percentage Interests, as originally stated or previously
adjusted. It is understood and agreed that only the Percentage Interests of the
Defaulting Member shall be reduced under this. Section 8.4. The amount of the
reduction in the Defaulting Member's Percentage Interests shall be allocated to the
Non -Defaulting Members in proportion to their respective Percentage Interests prior to
the "Squeeze Down."
(c) Notwithstanding any other provision in this Agreement to the
contrary, a "Squeeze Down" under this Section 8.4 shall be applied only in the case
of a Defaulting Member who declines to make Additional Capital Contributions
requested under 8.2.
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8.5 Loans. In addition to the loans to the Defaulting Member provided for
in Section 8.3(a)(ii) above, upon approval of the terms thereof by a Majority of the
Managers, any Member may make a loan to the Company upon commercially
reasonable terms. Loans by a Member to the Company shall not be considered Capital
Contributions.
8.6 Withdrawal or Reduction of Members' Contributions to Capital.
(a) No Member may withdraw from the Company prior to its
dissolution except if the Member is expelled from the Company pursuant to Section
8.3(a)(i) or alternatively withdraws with the written consent of the other Members as
an provided in Section 10.9. The death, incompetency, bankruptcy or insolvency of
a Member shall not dissolve or terminate the Company, nor enable a successor to the
deceased Member to withdraw or redeem such deceased Member's Membership
Interests. In the event of death, incompetency, bankruptcy or insolvency of a
Member, the executor, administrator, guardian, trustee, receiver, personal
representative, beneficiary or beneficiaries of such Member shall be deemed to be the
assignee(s) of such Member's Membership Interests in the Company and may become
a substitute Member upon the terms and conditions set forth in Section 10.11.
(b) No Member shall have priority over any other Member, either as
to the return of Capital Contributions or as to Net Income, Net Losses or Cash Flow
Distributions except as provided in Section IX; provided that this subsection shall not
apply to loans (as distinguished from Capital Contributions) which a Member has made
to the Company.
8.7 Liability of Members. No Member shall be liable for the debts, liabilities
or obligations of the Company beyond his or her or its respective Initial Capital
Contribution and any Additional Capital Contribution, except as provided in this
Agreement.
8.8 Company Debt and Guaranty Agreements.
(a) In the event that any Member pays any amount (hereinafter
referred to as a "Guaranty Payment") to any Person pursuant to an executed guaranty
agreement for which the Member is personally liable in connection with any
indebtedness of the Company (hereinafter referred to as a "Guaranty Agreement"),
then all other Members shall be obligated to reimburse (hereinafter referred to as a
"Reimbursement") the paying Member, such that after giving effect to all required
Reimbursements, each Member shall have paid his pro rata amount of the Guaranty
Payment (hereinafter referred to as the "Pro Rata Guaranty Amount") based upon each
Member's Percentage Interests. All Pro Rats Guaranty Amounts paid shall be treated
as a loan to the Company and shall bear an interest rate at the lesser of Eighteen
Page 20

Percent (18%) per annum or the maximum rate allowed by North Carolina law, and
such other terms and conditions as are reasonably acceptable to all Members.
(b) In the event that any Member fails to pay any required
Reimbursement, then the Member making the Guaranty Payment and Members who
paid Reimbursements shall have the right in their sole discretion (i) to treat the excess
of any amount paid in respect of the Guaranty Payment or Reimbursement, as the case
may be, over the Pro Rate Guaranty Amount as a loan to the Company and shall bear
an interest rate at the lesser of Eighteen Percent 118%) per annum or the maximum
rate allowed by North Carolina law, and such other terms and conditions as are
reasonably acceptable to all Members, or (ii) bring an action at law or equity against
any or all Members who failed to make Reimbursements, in which case, in addition to
any other remedy available at law or equity, the Members agree that the Members who
made the Guaranty Payment or Reimbursement (hereinafter referred to as "Performing
Members") shall be entitled to specific performance by the Members who did not make
the Pro -Bata Guaranty Amount of their monetary obligations under this Section 8.8;
provided that all Members exercising rights or remedies under this Section 8.8.must
exercise the same right, remedy, or combination of remedies with respect to a
particular Member who did not make the Pro -Bata Guaranty Amount. The Members
who did not make the Pro -Bata Guaranty Amount shall be jointly and severally liable
for all costs and expenses, including reasonable attorneys' fees, of the Performing
Members in exercising their rights or remedies under this Section 8.8.
8.9 No Negative Cash Flow Guaranty. Henry E. Miller, Jr. and Lionel L.
Yow represent and warrant to the Company and Turnpike Properties L.L.C. that at any
time before thirty six (36) months after the opening of the Winn Dixie storelocated on
the Property, if there is not enough operating income to pay for operating expenses
(including but not limited to debt service and working capital reserves), then in that
year, when and as needed by the Company to meet the Company's obligations, Henry
E. Miller, Jr. and Lionel L. Yow will advance an amount to the Company which is
necessary so as to fund such shortfall. The advance shall be made by Henry E. Miller,
Jr, and Lionel L. Yow in proportion to their relative Percentage Interests . The amount
funded shall be treated as a loan by Henry E. Miller, Jr. and Lionel L. Yow to the
Company bearing interest at the rate quoted from time to time by the Wall Street
Journal as its prime rate, plus Eight Percent (8%), and such other terms and conditions
as are reasonably acceptable to all Members.
SECTION IX - PROFIT AND LOSS ALLOCATIONS, DISTRIBUTIONS, ELECTIONS
AND REPORTS
9.1 Net Profit and Net Loss and Net Cash Flow Distributions.
(a) Net Cash Flow Distribution. All Net Cash Flow shall be distributed
to the Members as follows:
Page 21

(i) First, to Henry E. Miller, Jr. and Lionel L. Yow in an
amount that equals a Six Percent (6%) per annum, cumulative noncompounded return
on their Net Initial Capital Contributions (hereinafter referred to as the "Cumulative
Preferred Return"), provided, however, if in any year the Net Cash Flow of the
Company is less than Six Percent (6%) of the combined Net Initial Capital Account of
Henry E. Miller, Jr. and Lionel L. Yow, the distribution for that year shall be made pro
rata to Henry E. Miller, Jr, and Lionel L. Yow based upon the Percentage Interests of
Henry E. Miller, Jr. and Lionel L. Yow, and any deficiency shall accrue and shall be paid
to Henry E. Miller, Jr. and Lionel L. Yow in subsequent years when the Net Cash Flow
of the Company exceeds the Cumulative Preferred Return. Notwithstanding the
forgoing, the amount of unpaid Cumulative Preferred Return that can accrue shall be
limited to Two Million dollars ($2,000,000) each for Henry E. Miller, Jr. and Lionel L.
Yow.
(ii) Next, the balance, if any, shall be distributed not less
frequently than annually to the Members in proportion to their Percentage Interests.
(b) Capital Account Allocation of Net Profit and Net Losses. Except as
otherwise specified herein:
(i) Net Profit shall be allocated annually to the Members as I
follows:
(A) First, if the cumulative Net Cash Flow distributed
pursuant to Section 9.1(a)(i) is equal to or exceeds the cumulative Net Profit, Net
Profit shall be allocated to the Capital Accounts of Henry E. Miller, Jr. and Lionel L.
Yow in an amount equal to the amount of cumulative Net Cash Flow distributed
pursuant to Section 9.1(a)(i).
If cumulative Net Cash Flow distributed pursuant to Section 9.1(a)(i) is
less than the cumulative Net Profit, Net Profit shall be allocated to Henry E. Miller, Jr.
and Lionel L. Yow in proportion to their respective Percentage Interests until they have
received an allocation of Net Profit equal to the Cumulative Preferred Return under
9.1(a)(I) that has been paid and accrued.
(B) The remainder, if any, shall be allocated to the
Members in proportion to their Percentage Interests.
(J) All Net Losses shall be allocated to the Members in
proportion to their Percentage Interests.
9.2 Distribution of Net Capital Proceeds. Net Capital Proceeds will be
distributed and applied by the Company in the following order of priority:
Page 22

(a) First, to the payment of debts and liabilities of the Company
(including all expenses of the Company incident to any such sale, exchange or
refinancing) excluding debts and liabilities of the Company to Members, but including
all unpaid compensation owing to the Manager pursuant to Section 3.8;
(b) Next, to the setting up of any reserves which the Managers deem
reasonably necessary for contingent, unmatured or unforeseen liabilities or obligations
of the Company;
(c) Next, to the repayment of the balance due on advances or cash
loans to the Company made by any Member;
(d) Next, to the Members in the amount of their respective Additional
Capital Contributions under Section 8.2, if any, less previous distributions to them
under this Section 9.2(d);
(e) Next, to the Members in the amount of their respective Initial
Capital Contributions under Section 8.1, less previous distributions to them under this
Section 9.2(e);
(f) Next, to the Members in the amount of any accrued, but unpaid
Cumulative Preferred Return under Section 9.1(a)(i);
(g) The remainder, if any, shall be distiributed to the Members in
proportion to their Percentage Interests.
(h) Notwithstanding the foregoing, if upon sale of the Property in
liquidation of the Company, Turnpike Properties, L.L.C. would not otherwise receive
a distribution of Net Capital Proceeds under Section 9.2(g), the Net Capital Proceeds
distribution under Seciton 9.2(f) shall be made as follows:
Turnpike Properties, L.L.C. 10%
Henry E. Miller, Jr. 51.354%
Lionel L. Yow 38.646%
Provided, however, that if the Company or a Member's Membership
Interests in the Company is liquidated within the meaning of the Treasury Regulations
under Code Section 704 (b), the remainder shall be distributed according to Section
XI hereof.
Notwithstanding any provision to the contrary, distributions of Net Capital
Proceeds under this Section 9.2 shall be made after Capital Accounts have been
Page 23

adjusted to reflect the allocation of Net Profit or Net Loss attributable to the Capital
Transaction giving rise to such Net Capital Proceeds.
9.3 Capital Account Allocation of Net Profit and Net Loss From Capital
Transactions. Except as otherwise provided in this Agreement, Net Profit and Net
Loss recognized by the Company from any Capital Transaction shall be allocated in the
following priority and manner:
(a) First, all Net Profit (but not Net Loss) from a Capital Transaction
shall be allocated to the Members having Adjusted Capital Account Deficits in
proportion to their respective negative balances until the amount of such allocated Net
Profit eliminates said Members' negative balances in their respective Capital Accounts
at the time of the Capital Transaction;
(b) Next, Net Profit from a Capital Transaction in excess of the amount
described in Section 9.3(a) shall be allocated to the Members until the balances in each
of their Capital Accounts equal the total Additional Capital Contributions of the
Members made under Section 8.2, less all cash previously distributed to the Members
reflecting a return of Capital Contributions under Section 9.2 (d) .
(c) Next, Net Profit from a Capital Transaction in excess of the amount
described in Section 9.3(b) shall be allocated to the Members until the balances in each
of their Capital Accounts equal the total Capital Contributions of the Members made
under Section 8.1, less all cash previously distributed to the Members reflecting a
return of Capital Contributions under Section 9.2(e).
(d) Next, Net Profit shall be allocated to Henry E. Miller, Jr. and Lionel
L. Yow in the amount of any accrued but unpaid Net Cash Flow distribution under
Section 9.1(a)(i) for which an allocation of such profit has not previously been made
under Section 9.1(b)(i)(A)
(e) Next, all Net Profit in excess of the amount of such profit allocated
under Section 9.3(a) through 9.3(d) shall be allocated to the Members in proportion to
their Percentage Interests as adjusted.
(f) Notwithstanding the foregoing, if upon the sale of the Property in
liquidation of the Company, Turnpike Properties, L.L.C. would not otherwise receive
a distribution of Net Capital Proceeds under Section 9.2(g), the Net Profit from Capital
Transactions shall be allocated under Seciton 9.3(d) shall be made in the same manner
as the Net Capital Proceeds distribution in Section 9.2(h).
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(g) Unless otherwise provided herein, Net Loss from a Capital
Transaction shall be allocated to the Members in proportion to their Percentage
Interests.
9.4 Special Allocations. The following allocations shall be made in the
following order:
(a) Minimum Gain Chargeback. Except as otherwise provided
in Treasury Regulation § 1.704-2(f), notwithstanding any other provision of this Section
9.4, if there is a net decrease in Company Minimum Gain during any Company Fiscal
Year, the Members shall.be specially allocated items of Company income and gain for
such year (and if necessary in subsequent years) in an amount equal to such Member's
share of the net decrease in Company Minimum Gain, determined in accordance with
Treasury Regulations § 1.704-2(g)• Allocations pursuant to the previous sentence shall
be made in proportion to the respective amounts required to be allocated to each
Member pursuant thereto. The items to be so allocated shall be determined in
accordance with §§1.704-2(f)(6) and 1.704-2(j)(2) of the Treasury Regulations. This
Section 9.4(a) is intended to comply with the minimum gain chargeback requirement
in §1.704-2(f) of the Treasury Regulations and shall be interpreted consistently
therewith.
(b) Member Minimum Gain Chargeback. Except as otherwise
provided in §1.704-2(i)(4) of the Treasury Regulations, notwithstanding any other
provision of this Section 9.4, if there is a net decrease in Member Minimum Gain
attributable to a Member Nonrecourse Debt during any Company Fiscal Year, each
Member who has a share of the Member Minimum Gain attributable to such Member
Nonrecourse Debt, determined in accordance with Treasury Regulations § 1.704-2(i)(5),
shall be specially allocated items of Company income and gain for such year (and if
necessary in subsequent years) in an amount equal to such Member's share of the net
decrease in Member Minimum Gain attributable to such Member Nonrecourse Debt,
determined in accordance with Treasury Regulations §1.704-2(i)(4), that is allocable
to such Member Nonrecourse Debt. Allocations pursuant to the previous sentence
shall be made in proportion to the respective amounts required to be allocated to each
Member pursuant thereto. The items to be so allocated shall be determined in
accordance with §§1.704-2(i)(4) and 1.704-2(j)(2) of the Treasury Regulations. This
Section 9.4(b) is intended to comply with the minimum gain chargeback requirements
in §1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently
therewith.
(c) Qualified Income Offset. In the event any Member
unexpectedly receives any adjustments, allocations, or distributions described in
§§1.704-1(b)(2)(10(d)(4); 1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) of the
Treasury Regulations, items of Company income and gain shall be specially allocated
to each such Member in an amount and manner sufficient to eliminate, to the extent
Page 25

required by the Regulations, the Adjusted Capital Account Deficit of such Member as
quickly as possible; provided that an allocation pursuant to this Section 9.4(c) shall be
made only if and to the extent that such Member would have an Adjusted Capital
Account Deficit after all other allocations provided for in this Section 9 have been
tentatively made as if this Section 9.4(c) were not a part of this Agreement.
(d) Gross Income Allocation. In the event any Member has an
Adjusted Capital Account Deficit at the end of any Company Fiscal Year, which is in
excess of the sum of (i) the amount such Member is obligated to restore pursuant to
any provision of this Agreement, and (ii) the amount such Member is deemed to be
obligated to restore pursuant to the penultimate sentence of Treasury Regulations
§§1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially allocated
items of Company income and gain in the amount of such excess as quickly as
possible, provided that an allocation pursuant to this Section 9.4(d) shall be made only
if and to the extent that such Member would have an Adjusted Capital Account Deficit
in excess of such sum after all other allocations provided for in this Section 9 have
been made as if Section 9.4(c) hereof and this Section 9.4(d) were not a part of this
Agreement.
(e) Nonrecourse Deductions. The Nonrecourse Deductions shall
be specially allocated in the same proportions as Net Loss.
(f) Member Nonrecourse Deductions. Any Member Nonrecourse
Deductions for any Fiscal Year or other period shall be specially allocated to the
Member(s) who bear the economic risk of loss with respect to the Member
Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in
accordance with Treasury Regulations § 1.704-2(i)(1).
(g) Section 754 Adjustments. To the extent an adjustment to
the adjusted tax basis of any Company asset in accordance with Code §734(b) or
Code §743(b) is required pursuant to Treasury Regulations § 1.704-1(b)(2)(iv)(m) to
be taken into account in determining Capital Accounts as a result of a distribution to
a Member in complete liquidation of the Company, the amount of such adjustment to
the Capital Accounts shall be treated as an item of gain (if the adjustment increases
the basis of the asset) or loss (if the adjustment decreases such basis) and such gain
or loss shall be specially allocated to the Members in a manner consistent with the
manner in which their Capital Accounts are required to be adjusted pursuant to such
sections of the Regulations.
9.5 Curative Allocations. The allocations set forth in Sections 9.4
hereof (hereinafter referred to as an the "Regulatory Allocations") are intended to
comply with certain requirements of the Regulations. It is the intent of the Members
that, to the extent possible, all Regulatory Allocations shall be offset either with other
Regulatory Allocations or with special allocations of Net Profit or Net Loss pursuant
Page 26

to this Section 9.5. Therefore, notwithstanding any other provision of this Section 9.
(other than the Regulatory Allocations), the Manager(s) shall make such offsetting
special allocations of Net Profit or Net Loss in whatever manner they determine
appropriate so that, after such offsetting allocations are made, each Member's Capital
Account balance is, to the extent possible, equal to the Capital Account balance such
Member would have had if the Regulatory Allocations were not part of the Agreement.
In exercising its discretion under this Section 9.5, the Manager(s) shall take into
account future Regulatory Allocations under Sections 9.4(a) and 9.4(b) that, although
not yet made, are likely to offset other Regulatory Allocations previously made under
Sections 9.4(c) and 9.4(d).
9.6 Other Allocation Provisions.
(a) Solely for purposes of determining a Member's proportionate
share of the "Excess Nonrecourse Liabilities" of the Company within the meaning of
Treasury Regulations § 1.752-3(a)(3) (or the equivalent Sections of any earlier
Regulations which may be determined to be applicable), the Members' interests in
Company profits are the same as their Percentage Interests.
(b) Subject to the Code §704(c) special allocation and any other
provision under this Section 9 to the contrary, all allocations and distributions
hereunder to Members shall be allocated and distributed among the individual Members
in accordance with their respective Percentage Interests.
9.7 Varying Interests.
(a) In the event additional Members are admitted to the
Company on different dates during any Fiscal Year the Net Profit (or Net Loss) and
Capital Transaction Allocations for each such Fiscal Year shall be allocated among the
Members in accordance with their Percentage Interests from time to time during such
Fiscal Year in accordance with Code §706, using any convention permitted by law and
selected by the Manager(s). For purposes of determining the Net Profit, Net Loss,
profit from Capital Transactions, loss from Capital Transactions or any other items
allocable to any period, Net Profit, Net Loss, profit from Capital Transactions, loss from
Capital Transactions and any such other items shall be determined on a daily, monthly
or other basis, as determined by the Manager(s) using any permissible method under
Code §706 and the Treasury Regulations thereunder.
(b) Distribution of cash or property in respect of Membership
Interests shall be made only to the Member who according to the books and records
of the Company, is the holder of such Membership Interests in respect of which such
distribution is made on the record date for such distribution. The record date for all
distributions of Net Capital Proceeds shall be the date selected by the Manager(s).
Page 27

(c) The Manager(s) shall not incur any liability for making
allocations and distributions in accordance with the provisions of this Section 9.7,
whether or not the Manager(s) have knowledge or notice of any transfer or purported
transfer of ownership of any Membership Interests unless the Company has been
notified in writing with respect to such transfer.
9.8 Manager's Discretionary Powers. The allocation method set forth
in this Section 9 is intended to allocate Net Profit or Net Loss and profit and loss from
Capital Transactions to the Members for federal tax purposes in accordance with their
economic interests in the Company while complying with the requirements of Code
§704(b) and the Treasury Regulations promulgated thereunder. If, in the opinion of
the Manager(s), the allocation of Net Profit or Net Loss and profit and loss from Capital
Transactions pursuant to the preceding provisions of this Section 9 shall not: (a)
satisfy the requirements of Code §704(b) or the Treasury Regulations thereunder; (b)
comply with any other provisions of the Code or Treasury Regulations; or (c) properly
take into account any expenditure made by the Company or transfer of a Membership
Interests, then notwithstanding anything to the contrary contained in the preceding
provisions of this Section 9, Net Profit or Net Loss and profit and loss from Capital
Transactions shall be allocated in such manner as the Manager(s) in their sole and
unrestricted discretion determine to be required so as to reflect properly (a), (b) or (c),
as the case may be, and the Manager(s) shall have the right to amend this Agreement
without action by the Members to reflect any such change in the method of allocating
Net Profit or Net Loss and profit and loss from Capital Transactions; provided,
however, that any change in the method of allocating profits or losses shall not
materially alter the economic agreement between the Members.
9.9 Tax Status, Elections and Modifications to Allocations.
(a) Notwithstanding any provision contained in this Agreement
to the contrary, solely for federal income tax purposes, each of the Members hereby
recognizes that the Company will be subject to all provisions of Subchapter K of the
Code; provided, however, that the filing of all required returns thereunder shall not be
construed to extend the purposes of the Company or expand the obligations or
liabilities of the Members.
(b) A majority of the Managers, in their sole discretion, may
cause the Company to elect pursuant to § 754 of the Code and the Treasury
Regulations thereunder to adjust the basis of the Company assets as provided by § §
743 or 734 of the Code and the Treasury Regulations thereunder. The Company shall
make such elections for Federal income tax purposes as may be determined by such
Managers, acting in their sole and absolute discretion.
(c) The Managers shall prepare and execute any amendments
to this Agreement (without action or consent of the Members) necessary for the
Company to comply with the provisions of Treasury Regulations §§ 1.704-1(b),
Page 28

1.704-1(c) and 1.704-2 upon the happening of any of the following events: (i)
incurring any liability which constitutes a "nonrecourse liability" as defined in Treasury
Regulation § 1.704-2(b)(3) or a "partner nonrecourse debt" as defined in Treasury
Regulation § 1.704-2(b)(4); (ii) a constructive termination of the Company pursuant
to § 708(b)(1)(B) of the Code ; or (iii) the contribution or distribution of any property,
other than cash, to or by the Company.
9.10 Tax Matters Partner. A majority of the Managers shall designate
one of the Managers as the "Tax Matters Partner" for federal income tax purposes.
The Tax Matters Partner is responsible for and required to represent the Company in
connection with all administrative and judicial proceedings for the assessment and
collection of tax deficiencies or the refund of any tax overpayment arising out of any
Members' distributive share of items of income, deduction, credit and/or of any other
Limited Liability Company items (as that term is defined in the Code or in the Treasury
Regulations) allocated to the Members affecting any Member's tax liability. The Tax
Matters Partner is authorized to expend Company funds for professional services and
costs associated therewith. The Tax Matters Partner shall promptly give notice to all
Members of any administrative or judicial proceeding pending before the Internal
Revenue Service, or any state or local tax authorities involving any Limited Liability
Company item and the progress of any such proceeding. Such notice shall be in
compliance with such regulations as are issued by the Department of the Treasury, or
any state or local tax authority. The Tax Matters Partner shall have the final decision
making authority with respect to all federal, state or local tax matters involving the
Company. The Tax Matters Partner shall have all the powers provided to a tax matters
partner in § § 6221 through 6233 of the Code, including the specific power to extend
the statute of limitations with respect to any matter which is attributable to any
Limited Liability Company item or affecting any item pending before the Internal
Revenue Service or any State or Local tax authority, and to select the forum to litigate
any tax issue or liability arising from Limited Liability Company items. The Members
agree to cooperate with the Tax Matters Partner and to do or refrain from doing any
or all things reasonably required by the Tax Matters Partner to conduct such
proceedings. Any direct out-of-pocket expense incurred by the Tax Matters Partner
in carrying out his obligations hereunder shall be allocated to and charged to the
Company as an expense of the Company for which the Tax Matters Partner shall be
reimbursed. The Tax Matters Partner shall be responsible for timely filing all tax
returns, franchise and/or excise tax returns and annual reports of the Company.
9.11 Records and Reports. At the expense of the Company, the
Managers shall maintain records and accounts of all operations and expenditures of the
Company. The Company shall keep at its principal place of business the records
required by the Act to be maintained there.
Page 29

9.12 Books of Account.
(a) The Company shall maintain the Company's books and
records and shall determine all items of Income, Loss, Net Income, Net Loss, Net Cash
Flow, Net Capital Proceeds, and profit and loss from Capital Transactions in
accordance with the method of accounting selected by the Managers, consistently
applied. All of the records and books of account of the Company, in whatever form
maintained, shall at all times be maintained at the principal office of the Company and
shall be open to the inspection and examination of the Members or their
representatives during reasonable business hours. Such right may be exercised
through any agent or employee of a Member designated by it or by an attorney or
independent certified public accountant designated by such Member. Such Member
shall bear all expenses incurred in any examination made on behalf of such Member.
(b) All expenses in connection with the keeping of the books
and records of the Company and the preparation of audited or unaudited financial
statements required to implement the provisions of this Agreement or otherwise
needed for the conduct of the Company's business shall be borne by the Company as
an ordinary expense of its business.
9.13 Company Tax Return and Annual Statement. The Managers shall
cause the Company to file a Federal income tax return and all other tax returns
required to be filed by the Company for each Fiscal Year or part thereof, and shall
provide to each person who at any time during the Fiscal Year was a Member an
annual statement (including a copy of Schedule K-1 to Internal Revenue Service Form
1065) indicating such Member's share of the Company's income, loss, gain, expense
and other items relevant for Federal income tax purposes. Such annual statement may
be audited or unaudited as required by the Managers.
9.14 Bank Accounts. The bank account or accounts of the Company
shall be maintained in the bank approved by a majority of the Managers. The terms
governing such accounts shall be determined by a majority of the Managers and
withdrawals from such bank accounts shall only be made by such parties as may be
approved by the Managers.
9.15 Withholding. The Company shall comply with withholding
requirements under Federal, state and local law and shall remit amounts withheld to
and file required forms with the applicable jurisdictions. To the extent the Company
is required to withhold and pay over any amounts to any authority with respect to
distributions or allocations to any Member, the amount withheld shall be treated as a
distribution in the amount of the withholding to that Member. In the event of any
claimed over withholding, Members shall have no rights against the Company or any
other Member. If the amount withheld was not withheld from actual distributions, the
Company may, at its option, (i) require the Member to reimburse the Company for such
withholding or (ii) reduce any subsequent distributions by the amount of such
withholding. Each Member agrees to furnish the Company with any representations
Page 30

in such form as shall reasonably be requested by the Company to assist it in
determining the extent of, and in fulfilling, its withholding obligations.
SECTION X - TRANSFERABILITY OF MEMBERSHIP INTERESTS; ADMISSION OF
MEMBERS
10.1 Restriction Against Transfer of Membership Interests. Except as
specifically provided in this Agreement, no Member shall sell, transfer, assign, pledge,
encumber, mortgage, hypothecate or in any way alienate all or any part of his or her
Membership Interests in the Company or any right to profits therefrom of such
Membership Interests, involuntarily or by operation of law, or by gift, bequest or other-
wise except with the prior written consent of all of the Members, except that a
Member shall be entitled to make gifts or bequests of Membership Interests to his
spouse, children and/or grandchildren and/or more remote issue, or to trusts for the
benefit of such spouse, children and/or grandchildren and/or more remote issue. A
transfer out of a trust or estate to any of the donees specified above shall also be
permitted. No Member shall encumber or use any of his Membership Interests as
security for any loan, except upon the written consent of all of the Members, or except
as otherwise provided hereunder. Any transfer of Membership Interests in violation
of this Section X shall be null and void, and each Member and successor agrees that
any such transfer or acquisition may and should be enjoined or rescinded. The
restrictions contained in this Section X shall apply to all current Members and future
Members or holders of Membership Interests. Any person who receives Membership
Interests from a transaction permitted under this Section X shall be subject to the
restrictions of this Agreement. Notwithstanding the foregoing, Henry E. Miller, Jr.
and Lionel L. Yow may, individually or collectively, sell or transfer their respective
Membership Interests (i) to a Limited Liability Company owned or controlled by them
or their spouse, children and/or grandchildren and/or more remote issue, (ii) to trusts
for the benefit of such spouse, children and/or grandchildren and/or more remote issue,
or (iii) from a Limited Liablity Company described in Section 10.1(i) to trusts for the
benefit of such spouse, children and/or grandchildren and/or more remote issue
without the prior written consent of any of the Members. Additionally such transfers
by Henry E. Miller, Jr, and Lionel L. Yow shall not grant the Company nor the Members
a Company/Member Purchase Option under Section 10.3 or Section 10.4.
10.2 Rights of Assignee. Any assignee or transferee of Membership
Interests in the Company shall be entitled to receive the Net Cash Flow and Net Capital
Proceeds distributions to which the assignor or transferror of said Membership
Interests is entitled to receive; provided, that no assignment or transfer of any interest
hereunder shall cause the person acquiring such interest to become a substitute
Member. An assignee may be admitted as a Member only as specifically provided in
this Agreement. A substitute Member shall execute all documents and perform all acts
which the Managers may require or otherwise deem appropriate to effect the
substitution of a Member's assignee as a substitute Member, and shall pay, as the
Managers may determine, all actual expenses relating to such substitution.
Page 31

10.3 Company/Member Purchase Option. The Company and the
Members are hereby given an option to acquire a Member's Membership Interests upon
the events specified in Section 10.4 (hereinafter referred to as the "Company/Member
Purchase Option"). This shall mean that the Company may exercise an option to
purchase all or any portion of the Membership Interests subject to the option for the
Purchase Price and on the terms provided herein. The Company's option shall be
forfeited unless it is exercised within the Primary Option Period provided in the
paragraph granting the option. If the Company does not elect, by a Majority in
Interests of the non -offering Members, to purchase all of the Membership Interests
subject to its option, or forfeits all or any portion of its option, then the non -offering
Members shall have the option to purchase all but not less than all of the remaining
Membership Interests that were subject to the Company's option. The non -offering
Members shall have Thirty (30) days after the expiration of the Primary Option Period
provided to the Company in which to exercise their option. The Company and the non -
offering Members shall forfeit their options unless, in the aggregate, they exercise
options to purchase all of the Membership Interests of the offering Member which are
subject to options. Upon the occurrence of any Triggering Event, any non -offering
Member shall only have the right to purchase that proportionate number of
Membership Interests subject to such purchase option as equals the proportion that
the number of Membership Interests then held by such exercising Member bears to the
total number of Membership Interests held by all such exercising Members. If any non -
offering Member shall fail to exercise the purchase option, then the other exercising
Members may assume and exercise on their own behalf such purchase option on the
same proportionate basis as provided in the preceding sentence. References to a
Triggering Event shall mean those events set forth in Section 10.4 of this Agreement.
10.4 Occurrences Triggering Purchase and Sale Rights.
(a) Death. Upon the death of a Member, the Member's estate or
successor in interest shall by operation of this Agreement be deemed to have offered
to sell all of the Membership Interests that the deceased Member owned at death for
the Purchase Price and on the terms provided herein.
The Company and the non -offering Members shall have the
Company/Member Purchase Option to acquire such Membership Interests from the
deceased Member's estate or successor in interest on the terms provided herein. The
Primary Option Period under such Company/Member Purchase Option shall be a period
of Ninety (90) consecutive days commencing with the date the deceased Member's
personal representative qualifies by letters testamentary or letters of administration.
The estate of the deceased Member or successor in interest shall be obligated to sell
the Membership Interests subject to the purchase rights provided herein and the estate
of the deceased Member or successor in interest shall cooperate with the Company
and the non -offering Members to effectuate the purposes of the Agreement.
Page 32

In the case of death, the Purchase Price of the deceased Member's
Membership Interests shall be their appraised fair market value as provided in Section
10.6. The Valuation Date shall be the last day of the month preceding the date of the
Member's death.
IL71008n. Ii1i Ti�itEf�3tT�
(1) If a Member intends to transfer his Membership Interests to
any third party, he shall notify the Company and the non -offering Members in writing
of his intention to so transfer and the notice shall be deemed to be an offer to sell such
Membership Interests to the Company or other Members for the Purchase Price and
on the terms provided herein. The notice, in addition to stating the fact of the
intention to transfer Membership Interests, shall state (1) the number of Membership
Interests to be transferred, (2) the name, business and residence address of the
proposed transferee, (3) whether the transfer is for valuable consideration, and if so,
the amount of the consideration, and (4) all of the other terms of the transfer. The
non -offering Members holding Membership Interests shall be given a reasonable
opportunity to meet with the proposed transferee.
(2) The Company and the non -offering Members shall have the
Company/Member Purchase Option to acquire the Membership Interests proposed to
be transferred for the Purchase Price and on the terms provided herein. The Primary
Option Period under such Company/Member Purchase Option shall be a period of Sixty
(60) consecutive days commencing on the date the Company receives actual notice
from the offering Member of the notice required under Section 10.4(b)(1), or the date
an appraisal is received by the Company pursuant to this Agreement, whichever is
later.
(3) For a period of Ten (10) consecutive days after the expiration
of the option granted under this Section 10.4, the Membership Interests may be
transferred to the transferee named in the notice required under Section 10.4(b)(1) on
the terms stated therein.
(4) In the case of a voluntary transfer, the Purchase Price of the
Membership Interests under the Section 10.5 shall be their appraised fair market value
as provided in Section 10.6. The Valuation Date shall be the: last day of the month
preceding the exercise of the purchase option. Notwithstanding the foregoing, if the
price, if any, offered to the proposed transferee is less than the Purchase Price deter-
mined under this Agreement, then the price so offered to the proposed transferee shall
be the Purchase Price of the Membership Interests under this Agreement.
(c) Involuntary Transfer. If Membership Interests are transferred by
operation of law to any person other than the Company (such as, but not limited to,
a Member's trustee in bankruptcy, a purchaser at any creditor's or court sale, the
guardian of an incompetent Member, or a Member's spouse or formerr�gVstupen I V E D
Page 33 R OCT 03 ZnUu7
DWO
PROJ #

separation or divorce), or if a Member's Membership Interests are subjected to a
"charging order" or other creditor's remedy by a court of competent jurisdiction, then
the current owner or holder of such Membership Interests shall be deemed by
operation of this Agreement to have offered to sell such Membership Interests for the
Purchase Price and on the terms provided herein. The Company and the non -offering
Members shall have the Company/Member Purchase Option to acquire such transferred
Membership Interests on the terms provided herein. The Primary Option Period under
such Company/Member Purchase Option shall be a period of Sixty (60) consecutive
days commencing on the date the Company receives actual notice of such transfer,
or the date an appraisal is received by the Company pursuant to this Agreement,
whichever is later. This Section 10.4(c) shall not apply to Membership Interests
passing by reason of a Member's death.
The Purchase Price of Membership Interests purchased under this Section
10.4(c) is set forth in Section 10.5, except the Membership Interests may be
purchased from a third party for the same consideration paid by such third party in the
case of an Involuntary Transfer contrary to this Section 10.4(c), if such transfer was
at a price less than the Purchase Price as set forth in Section 10.5. The Valuation Date
shall be the last day of the month preceding the exercise of the purchase option.
10.5 Purchase Price of Membership Interests. Except as otherwise
provided under Section 10.4, the Purchase Price of a Member's Membership Interests
shall be the appraised fair market value of such Membership Interests as provided in
Section 10.6 below. The Members acknowledge that in valuing the Membership
Interests, the appraiser shall consider all factors appropriately considered in valuing
similar Membership Interests in limited liability companies.
10.6 Appraisal Process. The offering Member and the remaining
Members shall attempt to agree upon a qualified business appraiser who shall
determine the fair market value of Membership Interests with a written appraisal, and
such appraisal shall be binding on each to set the Purchase Price of Membership
Interests under Section 10.5. If the Members cannot agree upon one appraiser, then
the remaining Members and the offering Member shall each employ their own separate
appraiser and the fair market value of Membership Interests mutually determined by
both appraisers shall control. In the event the original Two (2) appraisers cannot
agree, a third appraiser shall be appointed by the original Two (2) appraisers and the
Three (3) appraisers shall agree upon the fair market value of the Membership Interests
to be purchased, and if they do not agree, the average of the Three (3) appraisals shall
be deemed the fair market value of the Membership Interests to be purchased. The
valuation date shall be the date designated as the Valuation Date under Section 10.4.
The expense of the appraisals shall be borne equally by the selling Member on the one
hand and the Company and/or the remaining Members on the other.
10.7 Terms of Purchase. The Purchase Price for the Membership
Interests purchased shall be paid in cash at closing except that, at the option of the
Page 34

purchasing party or parties, Twenty Percent (20%) shall be paid in cash at closing with
Eighty Percent (80%) of the Purchase Price deferred for Five (5) years with Twenty
(20) quarterly annual payments of principal along with accrued interest at the rate
quoted from time to time by the Wa# Street Journal as its prime rate, plus Two
Percent (2%), adjusted quarterly with a ceiling of Ten Percent (10%) and a floor of
Four Percent (4%), with the first payment beginning on the first day of the first
calendar quarter after the closing and additional payments due on the first day of each
calendar quarter thereafter, until paid in full. The deferred portion of the Purchase
Price shall be evidenced by the promissory note of each purchasing party. Such
promissory note (hereinafter referred to as the "Note") of the purchasing party shall
be on the same terms and in substantially the same form as that set forth in a standard
bar form promissory note. The Note shall be secured by the Membership Interests
purchased.
10.8 Closing. Unless otherwise agreed by the parties, the closing of the
sale and purchase of a Member's Membership Interests under the terms of this
Agreement (hereinafter referred to as an the "Closing") shall take place at the general
office of the Company. The Closing shall be held Sixty (60) days after the exercise
of the purchase option. Upon the Closing, the selling and purchasing parties shall
execute and deliver to each other the various documents which shall be required to
carry out their undertakings hereunder, including the payment of cash, the execution
and delivery of Notes, and the assignment and delivery of certificates representing
ownership, if any.
10.9 Withdrawal Upon Permitted Transfer. Upon a sale or other transfer
of a Member's Membership Interests as permitted under this Section X, such selling
or transferring Member shall be permitted to withdraw from the Company only upon
the written consent of the remaining Members, and the transferee may only be
admitted to the Company as a substitute Member or new Member pursuant to Section
10.11.
10.10 Deficit Capital Account Obligations. Notwithstanding any other
provision of this Agreement to the contrary, if upon the purchase by the remaining
Member(s) of the Membership Interests of a selling Member in accordance with
Section VIII or Section X, it is determined that the selling Member has a deemed
negative Capital Account (i.e., that the selling Member would have a negative Capital
Account under Section IX, if all of the Company assets were sold at their fair market
value, all Company debt was repaid and the Company was liquidated with all remaining
Company funds distributed to the Members in accordance with Section IX of this
Agreement) for which the remaining Members would be personally liable upon
liquidation if not paid by the selling Member, then the selling Member shall make a
cash payment to the Company to the extent of its deemed negative Capital Account.
Such payment shall be made to the Company upon the assignment and transfer of the
selling Member's Membership Interests to the remaining Member(s) with such cash
payment and transfer to occur not later than sixty (60) days after the final
Page 35

determination of value. If the selling Member fails to assign and transfer such
Membership Interests and make a cash payment sufficient to restore its deemed
negative Capital Account within the specified time period, the selling Member's
Membership Interests shall be deemed to have been assigned and transferred to the
remaining Member(s). The selling Member shall continue to be liable to negative value
of its Capital Account until paid in full and any unpaid amount shall accrue interest at
the lesser of Eighteen Percent (18%) per annum or the maximum rate allowed by law.
The selling Member shall execute a promissory note to evidence any unpaid amount.
Each of the Members hereby constitutes and appoints each other Member
as his true and lawful representative and attorney -in -fact, in his name, place and stead
to make, execute, sign and file all instruments necessary for the continued existence
of the Company under state and federal law, and for the purpose of signing and
executing any and all documents required to transfer and assign any selling Member's
Membership Interests pursuant to this Section X. This power of attorney shall be
irrevocable and deemed coupled with a Membership Interests. This grant of a power
of attorney shall apply only with respect to the provisions of this Section 10.10.
10.1 1 Admission of New Members. New Members to the Company may
only be admitted with the unanimous consent of the Members, upon compliance with
all terms specified by the Managers and upon receipt by the Company of an opinion
of counsel, satisfactory in form and substance to a Majority of the Managers, that
neither the offering nor the proposed sale of the Membership Interests will violate any
Federal or applicable state securities law and that neither such offering or sale will
adversely affect the Company's classification or treatment as a Limited Liability
Company.
SECTION XI - DISSOLUTION AND TERMINATION
11 .1 Withdrawal. Except as otherwise provided in this Agreement, no
Member shall at any time retire or withdraw from the Company or withdraw any
amount out of his Capital Account. Any Member retiring or withdrawing in
contravention of this Section 1 1.1 shall indemnify, defend and hold harmless .the
Company and all other Members (other than a Member who is, at the time of such
withdrawal, in default under this Agreement) from and against any losses, expenses,
judgments, fines, settlements or damages suffered or incurred by the Company or any
such other Member arising out of or resulting from such retirement or withdrawal.
11.2 Dissolution.
(a) The Company shall be dissolved upon the first of the
following to occur:
Page 36

(i) When the period fixed for the duration of the
Company in the Articles of Organization or in Section 2.5 of this Agreement shall
expire;
(ii) Upon the election to dissolve the Company by all
of the Members;
(iii) Upon the happening of any event of withdrawal
(as defined in Section 57C-3-02(3),(4) and (5) of the Act) with respect to any Member,
unless there are at least two (2) remaining Members and the business of the Company
is continued by the written consent of a Majority in Interests within Ninety (90) days
of the action by or affecting the withdrawing Member;
(iv) The entry of a decree of judicial dissolution or the
issuance of a certificate for administrative dissolution under the Act; or
(v) If all of the property of the Company is distributed
to the Members and creditors of the Members.
(b) Upon dissolution of the Company, the business and affairs
of the Company shall terminate and be wound up, and the assets of the Company shall
be liquidated under this Section XI.
(c) Dissolution of the Company shall be effective as of the day
on which the event occurs which gives rise to the dissolution, but the Company shall
not terminate until there has been a winding up of the Company's business and affairs,
and the assets of the Company have been distributed as provided in Sections 11.3 and
11.4, respectively.
(d) Upon dissolution of the Company, a majority of the
Managers may cause all or any part of the assets of the Company to be sold in such
manner as such Managers shall determine in an effort to obtain the best prices for
such assets; provided, however, that the Managers may distribute assets of .the
Company in kind to the Members to the extent practicable.
11.3 Articles of Dissolution. Upon the dissolution and commencement
of the winding up of the Company, the Managers shall cause Articles of Dissolution
to be executed on behalf of the Company and filed with the Secretary of State, and
a Manager or authorized Member shall execute, acknowledge and file any and all other
instruments necessary or appropriate to reflect the dissolution of the Company.
11.4 Distribution of Assets Upon Dissolution. In settling accounts after
dissolution, the assets of the Company shall be paid in the following order:
Page 37 �E C E I V En
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OCT 0 3 2307
DWQ
PROJ a

(a) Payment of the debts and liabilities of the Company, in order
of priority provided by law (but excluding any Member loans to the Company), and
payment of the expenses of liquidation;
(b) Setting up of such reserves as a majority of the Managers may
deem reasonably necessary for any contingent or unforeseen.liabilities or obligations
of the Company or any obligations or liabilities not then due and payable; provided, any
balance of such reserve, at the expiration of such period as the Managers shall deem
advisable, shall be distributed in the manner hereinafter provided;
(c) In the event any Member loans under Section 8.3, 8.4, 8.5 and
8.9 together with any interest accrued thereon, have not been fully repaid to the
makers thereof, any such unrepaid Member loans with accrued interest shall be repaid
to the makers thereof in the relative proportions that the outstanding balance of each
Member's loans to the Company bears to the aggregate outstanding balance of all
such loans, until all such loans have been repaid out of the first available assets
remaining after payment of the items set forth in subsections (a) and (b) above; and
(d) Distribution to the Members, in the relative proportions that
their Capital Accounts, adjusted to the date of distribution, bear to each other
immediately prior to the distribution.
Upon distribution and termination and after distributions have been made
as provided above, if any Member's Capital Account has a deficit balance (after giving
effect to all contributions, distributions, and allocations for all taxable years, including
.the year during which such liquidation occurs), such Member shall not be liable, except
as provided in this Agreement, to contribute to the capital of the Company the amount
necessary to restore such deficit balance to Zero (0). In the discretion of the
Managers, a pro rata portion of the distributions that would otherwise be made to the
Members pursuant to this Section 11.4 may be:
(1) Distributed to a trust established for the benefit of the
Members for the purposes of liquidating Company assets, collecting amounts owed to
the Company, and paying any contingent or unforeseen liabilities or obligations of the
Company or the Members arising out of or in connection with the Company. The
assets of any such trust shall be distributed to the Members from time to time, in the
reasonable discretion of the Managers, in the same proportions as the amount
distributed to such trust by the Company would otherwise have been distributed to the
Members pursuant to this Agreement; or
(2) Withheld to provide a reasonable reserve for Company liabilities
(contingent or otherwise) and to reflect the unrealized portion of any installment
obligations owed by the Company, provided that such withheld amounts shall be
distributed to the Members as soon as practicable.
Page 38

11.5 Liquidation Report. Within a reasonable time following the
completion of the liquidation of the Company's properties, the Manager shall supply
to each of the Members a statement prepared by the accountants used by the
Company to prepare their last financial statements which shall set forth (i) the assets
and liabilities of the Company as of the date of complete liquidation and (ii) each
Member's portion of distributions pursuant to Section 1 1.4.
1 1.6 Distributions in Kind. If any assets of the Company are distributed
in kind, such assets shall be distributed to the Members entitled thereto as tenants -in -
common in the same proportions as the Members would have been entitled to cash
distributions if such property had been sold for cash and the net proceeds thereof
distributed to the Members. In the event that distributions in kind are made to the
Members upon dissolution and liquidation of the Company, the Capital Account
balances of such Members shall be adjusted to reflect the Members' allocable share
of gain or loss which would have resulted if the distributed property had been sold at
its fair market value.
11.7 Savings Clause; Intended Cash Deal. The tax allocation provisions
of this Agreement are intended to produce final Capital Account balances which are
at levels ("Target Final Balances") which permit liquidating distributions to be made in
accordance with the priorities described in Section 9.2. To the extent that the tax
allocation provisions of this Agreement would not produce such Target Final Balances,
the Members agree, as provided below, to take such actions as are necessary to
amend such provisions to produce such Target Final Balances. Notwithstanding the
other provisions of this Agreement, allocations of Net Profit, Net Loss, gain from
Capital Transactions and loss from Capital Transactions shall be made prospectively
as necessary to produce such Target Final Balances (and, to the extent such
prospective allocations would not reach such result, the prior tax returns of the
company shall be amended to reallocate Net Profit, Net Loss, Net Profit, Net Loss, gain
from Capital Transactions and loss from Capital Transactions to produce such Target
Final Balances); provided, however, that no allocations of Net Profit, Net Loss, Net
Profit, Net Loss, gain from Capital Transactions and loss from Capital Transactions
shall be made to the extent that the net effect of such allocation increases any of the
Members' negative Capital Accounts.
Page 39

SECTION XII - MISCELLANEOUS PROVISIONS
12.1 Member Representations and Agreements. Notwithstanding
anything contained in this Agreement to the contrary, each Member hereby represents
and warrants to the Company, the Managers and to each other that: (a) the
Membership Interests of such Member are acquired for investment purposes only, for
the Member's own account, and not with a view to or in connection with any
distribution, reoffer, resale or other disposition not in compliance with the Securities
Act of 1933, as amended, and the rules and regulations thereunder (the "1933 Act")
and applicable state securities laws; (b) such Member, alone or together with the
Member's representatives, possesses such expertise, knowledge and sophistication in
financial and business matters generally, and in the type of transactions in which the
Company proposes to engage in particular, that the Member is capable of evaluating
the merits and economic risks of acquiring and holding the Membership Interests and
the Member is able to bear all such economic risks now and in the future; (c) such
Member has had access to all of the information with respect to the Membership
Interests acquired by the Member under this Agreement that the Member deems
necessary to make a complete evaluation thereof and has had the opportunity to
question the other Members and the Managers (if any) concerning such Membership
Interests; (d) such Member's decision to acquire the Membership Interests for
investment has been based solely upon the evaluation made by the Member; (a) such
Member is aware that the Member must bear the economic risk of an investment in
the Company for a indefinite period of time because Membership Interests have not
been registered under the 1933 Act or under the securities laws of various states and,
therefore, cannot be sold unless such Membership Interests are subsequently
registered under the 1933 Act and any applicable state securities laws or an
exemption from registration is available; (f) such Member is aware that only the
Company can take action to register Membership Interests and the Company is under
no such obligation and does not propose to attempt to do so; (g) such Member is
aware that this Agreement provides restrictions on the ability of a member to sell,
transfer, assign, mortgage, hypothecate or otherwise encumber the Member's
Membership Interests; (h) such Member agrees that the Member will truthfully and
completely answer all questions, and make all covenants, that the Company or .the
Managers may, contemporaneously or hereafter, ask or demand for the purpose of
establishing compliance with the 1933 Act and applicable state securities laws; and
(i) if that Member is an organization, that it is duly organized, validly existing; and in
good standing under the laws of its state of organization and that it has full
organizational power and authority to execute and agree to this Agreement and to
perform its obligations hereunder.
Page 40

12.2 Notice.
(a) All notices, demands or requests provided for or permitted
to be given pursuant to this Agreement must be in writing.
(b) All notices, demands and requests to be sent to any Manager
or Member pursuant to this Agreement shall be deemed to have been properly given
or served if addressed to such person at the address as it appears on the Company
records and (i) personally delivered, (ii) deposited for next day delivery by Federal
Express, or other similar overnight courier services, (iii) deposited in the United States
mail, prepaid and registered or certified with return receipt requested or (iv) transmitted
via telecopier or other similar device to the attention of such person with receipt
acknowledged.
(c) All notices, demands and requests so given shall be deemed
received: (i) when actually received, if personally delivered, deposited for next day
delivery with an overnight courier or telecopied, or (ii) as indicated upon the return
receipt if deposited in the United States mail.
(d) The Managers and Members shall have the right from time
to time, and at any time during the term of this Agreement, to change their respective
addresses by delivering to the other parties written notice of such change in the
manner prescribed in Section 12.2(b).
(a) All distributions to any Member shall be made at the address
at which notices are sent unless otherwise specified in writing by any such Member.
12.3 No Action for Partition. No Member shall have any right to
maintain any action for partition with respect to the property of the Company.
12.4 Amendments. This Agreement or the Articles of Organization may
only be amended or modified by a writing executed and delivered by each of the
Members.
12.5 Power of Attorney. Each Member hereby makes, constitutes and
appoints each elected Manager as may be serving from time to time, severally, with
full power of substitution, as the Member's true and lawful attorney -in -fact, for such
Member and in such Member's name, place and stead and for the Member's use and
benefit to, with the Member's oral consent for each occurrence, sign and
acknowledge, file and record, any amendments hereto among the Members and for the
further purpose of executing and filing on behalf of each Member, any documents
necessary to constitute the continuation of the Company, the admission or withdrawal
of a Member, the qualification of the Company in a foreign jurisdiction (or amendment
to such qualification), or the dissolution or termination of the Company, provided such
Page 41

continuation, admission, withdrawal, qualification, or dissolution and termination are
in accordance with the terms of this Agreement.
The foregoing power of attorney is a special power of attorney coupled
with a Membership Interests, and shall not be revoked by the dissolution or liquidation
of any Member or for any other reason. It may be exercised by any one of said
attorneys by listing all of the Members executing any instrument over the signature of
the attorney -in -fact acting for all of them. Notwithstanding the foregoing provision of
this Section 12.5, the foregoing power of attorney shall not apply where and to the
extent that it overlaps and/or is in conflict with the power of attorney granted under
Section 8.3(b) and Section 10.10.
12.6 Governing Law, Arbitration. This Agreement is made in North
Carolina, and the rights and obligations of the Members hereunder shall be interpreted,
construed and enforced in accordance with the laws of the State of North Carolina
without regard to conflicts of law principles. Any dispute arising out of or in
connection with this Agreement or the breach thereof shall be decided by arbitration
to be conducted in North Carolina in accordance with the then prevailing commercial
arbitration rules of the American Arbitration Association, and judgment thereof may
be entered in any court having jurisdiction thereof.
12.7 Entire Agreement. This Agreement, including all exhibits and
schedules to this Agreement, as amended from time to time in accordance with the
terms of this Agreement, contains the entire agreement among the parties relative to
the subject matters hereof.
12.8 Waiver. No consent or waiver; express or implied, by any Member
to or for any breach or default by any other Member in the performance by such other
Member of his or its obligations under this Agreement shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the performance by
such other Member of the same or any other obligations of such other Member under
this Agreement. Failure on the part of any Member to complain of any act or failure
to act of any of the other Members or to declare any of the other Members in default,
regardless of how long such failure continues, shall not constitute a waiver by such
Member of his or its rights hereunder.
12.9 Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid or unenforceable to any extent,
the remainder of this Agreement and the application of such provisions to other
persons or circumstances shall not be affected thereby, and the intent of this
Agreement shall be enforced to the greatest extent permitted by law.
12.10 Binding Agreement. Subject to the restrictions on transferability
set forth in this Agreement, this Agreement shall inure to the benefit of and be binding
Page 42

upon the undersigned Members and their respective legal representatives, successors
and assigns.
12.11 Gender and Number. Where the context shall so require, the use
of a pronoun of one gender shall be deemed to include a pronoun of the appropriate
gender or the neuter, and words in the singular shall be deemed to include the plural
and the plural to include the singular.
12.12 Acceptance of Prior Acts by New Member. Each Person
becoming a Member, by becoming a Member, ratifies, affirms and confirms, and
agrees to be bound by, all actions duly taken by the Company, pursuant to the terms
of this Agreement, prior to the date such Person becomes a Member.
12.13 Captions. Captions are included solely for convenience of
reference and if there is any conflict between captions and the text of this Agreement,
the text shall control..
12.14 Benefits of Agreement. Nothing in this Agreement expressed or
implied, is intended or shall be construed to give to any creditor of the Company or any
creditor of any Member or any other person or entity whatsoever, other than the
Members and the Company, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any covenant, condition or provisions herein contained,
and such provisions are and shall be held to be for the sole and exclusive benefit of the
Members and the Company.
12.15 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original for all purposes and all of
which when taken together shall constitute a single counterpart instrument. Executed
signature pages to any counterpart instrument may be detached and affixed to a single
counterpart, which single counterpart with multiple executed signature pages affixed
thereto constitutes the original counterpart instrument. All of counterpart pages shall
be read as though they were one document and they shall have the same force and
effect as if all of the parties had executed a single signature page.
12.16 Further Documents and Actions. The parties hereby agree to take
such further actions and execute and deliver to the other such further documents, as
may be necessary or convenient from time to time to more effectively carry out the
intent and purposes of this Agreement and to establish and protect the rights and
remedies created or intended to be created hereunder.
12.17 Successors. Subject to the provisions hereof imposing limitations
and conditions upon the sale or other disposition of the Membership Interests of the
parties, all of the provisions hereof shall inure to the benefit of and be binding upon the
successors and permitted assigns of the parties hereto.
Page 43

12.18 Remedies Cumulative. Each right, power and remedy provided
herein or now or hereafter existing at law, in equity, by statute or otherwise shall be
cumulative and concurrent and shall be in addition to every other right, power or
remedy provided for herein or now or hereafter existing at law, in equity, by statute
or otherwise, and the exercise or beginning of the exercise by any party of any one or
more of such rights, powers or remedies shall not preclude the simultaneous or later
exercise by such party of any or all of such other rights, powers and remedies.
12.19 Expenses. Each party hereto shall pay its own expenses incident
to the negotiation, preparation and consummation of this Agreement and all other
agreements executed and delivered by it hereunder or in connection herewith, including
all fees and expenses of its or their respective counsel and accountants.
(SIGNATURES ON THE NEXT PAGE)
Page 44

IN WITNESS WHEREOF, the undersigned, being all of the Members of the
Company, have caused this Agreement to be duly adopted by the Company effective
as of the date first written above, and do hereby assume and agree to be bound by
and to perform all of the terms and provisions set forth in this Agreement.
MEMBERS:
Turnpike Properties, L.L.C., a North
Carolina jjmjied-liability company
Member and
Henry E. Miller, Jr.
Page 45

NAMES AND ADDRESSES OF
MEMBERS
Turnpike Properties, L.L.C.
4530 Park Road, Suite 300
Charlotte, NC 28209
Henry E. Miller, Jr.
Miller Building Corporation
1410 Commonwealth Drive
Wilmington, NC 28403
Lionel L. Yow
1900 Eastwood Road, Suite 11
Wilmington, NC 28403
SCHEDULE A
INITIAL CAPITAL
CONTRIBUTION
$100 Cash
Property with FMV of
$2,175,750
�
/i,3 fin✓' �.d�•/y ��rha�n/
'Illy/# �f�1A
VIM? 0
Pr party with FMV of
$1,637,125
I%e loan &' iij # el Jl%l/ch taro/
X�- /JOT AN of rEF�r f(p�./s /Q� j4M1
wi-m •Y� e
yr//i4lm CZR'k 1� tf/
///NE f�dis/�rJ
A4 eil&it' xfxpegf
V JyP` e-&AP (//J
A 711� Itj
0/
i�S/rrsNc/y/vrrif Lof
PERCENTAGE
INTERESTS
25% Interests
42.795% Interests
F7f11/ dP,f/nf1n-04 �p1�%eGJ/rOi
Ame Q'/I 10 u 141.
/ArIA fky aetunrd. A A6rr
/kpat /J>n y Akm'd /f%l? Al w
w/�c GrM� IeM.4 r- ej4e / .
A AO y AW AA G4w f/Nv<
to %ii P /1'A104 A /u d /lot/
6/4? � Z110"W it 4/6 ,Free
�itvlo✓J/r did a f/,Ge. -IAOI Ore-k^)e of
/Anr/

SCHEDULE B
Managers of the Company
Henry E. Miller, III
Lat W. Purser, III
The undersigned do hereby consent to the election and appointment
as Managers of the Company. Date effective the 8 day of 1997.
E L z a. UN,
4 -131M
Purser,
"E
OCT 0 3 2007
PROD # DW°

SMITH CREEK STATION, L.L.C.
TRANSFER OF LIMITED LIABILITY COMPANY
MEMBERSHIP INTEREST
I, LAT W. PURSER, III, Manager of Turnpike Properties, L.L.C., hereby transfer the following
Membership Interest in SMITH CREEK STATION, L.L.C. to the transferee designated below and
does irrevocably constitute and appoint the agent designated below to transfer the said Membership
Interest on the books of the Limited Liability Company (the "LLC"), with full power of substitution
in the premises:
Transferee: LAT W. PURSER, III
Membership Interest: All of Transferor's 25% Membership Interest in Smith Creek
Station, L.L.C.
Transfer Agent: ALLEN HUNT
Effective Date: September 8, 1997
TRANSFEROR:
TURNPIKE PROPERT1ESyL.L.C., allorth Carolina limited liability
company
W. PURSER, III, Manager
The Membership Interest represented by this certificate, and the transfer thereof, are subject to the
provisions of that certain Operating Agreement of SMITH CREEK STATION, L.L.C., a copy of
which is on file in, and may be examined at, the principal office of the LLC.
DT7EK STATION, L.L.C. hereby
y .
LIO EL L. YOW
::ODMAIGP P W ISEICU LP.CULP_MAIN. GLM:70833.1
accept and copse` to the
nE C E 1 V ED
OCT 0 3 2007
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1 Cod Lat Purser& Ass"iates,lnc.
4530 Park Road, Suite 300 • Charlotte, North Carolina 28209 ;Telephone: [phone] • FAX: [phone]
Charlotte Jacksonville Orlando Norfolk
February 23, 1998
Mr. John Lancaster
Miller Building Corporation
1410 Commonwealth Drive
Wilmington, North Carolina 28403
RE: Smith Creek Station
Wilmington, North Carolina
Dear John:
Enclosed please find the following documents that need Mr. Miller and Mr. Yow's
signatures:
1. The First Amendment of Operating Agreement of Smith Creek Station, L.L.C.
2. Resolution of the Members of Smith Creek Station, L.L.C.
Please have these documents signed and Lat will pick them up on Thursday so that we
can obtain the remaining signatures. I will then forward fully -executed copies. Thank
you for your assistance, and please call should you have questions or need further
information.
Sincerely,
Teresa E. Sdvener
Enclosures
nE C E I V ED
�u;(u OCT 0 3 2001
DWO
PROJ # --
GVA Worldwide
Commercial Real Estate: Development, Investment Services, Retail Services, Office Services, Industrial Services,
Corporate Services And Property Management

RESOLUTIONS OF THE MEMBERS OF
SMITH CREEK STATION, L.L.C.
We, the undersigned, being all of the Members of Smith Creek Station, L.L.C., a limited
liability company organized under the laws of the State of North Carolina (the "Company"), do
hereby waive any and all requirements for the holding of a meeting or meetings of the Members of
the Company and do hereby adopt the following resolutions by signing our written consent
hereto:
RESOLVED, that the Company by virtue of a capital contribution from Henry E.
Miller, Jr. and Lionel L. Yow is the record owner of certain tracts or parcels of land at or near the
intersection of Old Eastwood Road (S.R. 1937) and Racine Drive (S.R. 1905), Wilmington, New
Hanover County, North Carolina (the "Property"); and
FURTHER RESOLVED, that the Company has entered into a loan commitment dated
August 25, 1997 with Branch Banking & Trust Co. for two (2) loans of $2,400,000 and
$6,000,000, respectively (the "Loans"), for financing of improvements on the Property;
FURTHER RESOLVED, that the Members of the Company, after consideration, deem it
advisable and in the best interest of the Company to enter into the Loans;
FURTHER RESOLVED, that the Members of the Company wish to approve and
authorize the following named person (hereinafter referred to as the "Authorized Person") to
execute any and all documents on behalf of the Company necessary to consummate the Loans that
such Authorized Person shall deem appropriate (including, without limitation, promissory notes in
the name of the Company and a deed of trust encumbering the Property):
Lat W. Purser, [II
FURTHER RESOLVED, that the acts of the Authorized Person on behalf of the
Company in bargaining, negotiating and otherwise acting on behalf of the Company in
consummating the Loans are hereby ratified, approved and affirmed;
FURTHER RESOLVED, that any documents, instruments and agreements required to be
executed and delivered for and in the name of the Company by the Authorized Person in
connection with the Loans be, and the same are, hereby ratified, approved and affirmed;
FURTHER RESOLVED, that the performance of the acts, and the execution and delivery
of the documents, instruments and agreements described and provided for herein by the
Authorized Person (a) shall be conclusively presumed to be in the usual and regular course of the
business of the Company; (b) shall be binding on the Company and (c) shall not be deemed to be
in contravention of any provision or restriction of the Company's Operating Agreement or any
agreement to which the Company is a party (and if notwithstanding the foregoing there should be
�E C E I V ED
IunUf OCT 0 3 2007
I. 47g02w I!,0630h 01110
DWC}
PROJ #

RESOLUTIONS OF THE MEMBERS OF
SMITH CREEK STATION, L.L.C.
We, the undersigned, being all of the Members of Smith Creek Station, L.L.C., a limited
liability company organized under the laws of the State of North Carolina (the "Company'), do
hereby waive any and all requirements for the holding of a meeting or meetings of the Members of
the Company and do hereby adopt the following resolutions by signing our written consent
hereto:
RESOLVED, that the Company by virtue of a capital contribution from Henry E.
Miller, Jr. and Lionel L. Yow is the record owner of certain tracts or parcels of land at or near the
intersection of Old Eastwood Road (S.R. 1937) and Racine Drive (S.R. 1905), Wilmington, New
Hanover County, North Carolina (the "Property"); and
FURTHER RESOLVED, that the Company has entered into a loan commitment dated
August 25, 1997 with Branch Banking & Trust Co. for two (2) loans of $2,400,000 and
$6,000,000, respectively (the "Loans"), for financing of improvements on the Property;
FURTHER RESOLVED, that the Members of the Company, after consideration, deem it
advisable and in the best interest of the Company to enter into the Loans;
FURTHER RESOLVED, that the Members of the Company wish to approve and
authorize the following named person (hereinafter referred to as the "Authorized Person") to
execute any and all documents on behalf of the Company necessary to consummate the Loans that
such Authorized Person shall deem appropriate (including, without limitation, promissory notes in
the name of the Company and a deed of trust encumbering the Property):
Lat W. Purser, III
FURTHER RESOLVED, that the acts of the Authorized Person on behalf of the
Company in bargaining, negotiating and otherwise acting on behalf of the Company in
consummating the Loans are hereby ratified, approved and affirmed;
FURTHER RESOLVED, that any documents, instruments and agreements required to be
executed and delivered for and in the name of the Company by the Authorized Person in
connection with the Loans be, and the same are, hereby ratified, approved and affirmed;
FURTHER RESOLVED, that the performance of the acts, and the execution and delivery
of the documents, instruments and agreements described and provided for herein by the
Authorized Person (a) shall be conclusively presumed to be in the usual and regular course of the
business of the Company; (b) shall be binding on the Company and (c) shall not be deemed to be
in contravention of any provision or restriction of the Company's Operating Agreement or any
agreement to which the Company is a party (and if notwithstanding the foregoing there should be
4 '. mw2wn oexe.ou m
j�E C E I V ED
►p�,pf OCT 0 3 2007
DWO
PROD #

any such inconsistent or conflicting provision or restriction in the Company's Operating
Agreement, the same is hereby expressly waived and amended by the terms hereof);
FURTHER RESOLVED, that the certification of all of the Members of the Company as
to the signatures of the Authorized Person shall be binding on the Company.
DATED as of the day of February, 1998.
Henry-P. Miller, Jr., Member 4
&��
(SEAL)
Lionel L. Yow, Member
SCS DEVELOPMENT, L Member
By: 62 (SEAL)
at IN. Purser, III,
Member and Manager
lul E C E I !.*, E D
W OCT o 3 20o7 D
641114101104] .01110
2 PROJ n — DWQ

FIRST AMENDMENT
OF
OPERATING AGREEMENT
OF
SMITH CREEK STATION, L.L.C.
The undersigned Members of Smith Creek Station, L.L.C. (the "Company") entered into
the Operating Agreement of Smith Creek Station, L.L.C. dated September 8, 1997 (the
"Operating Agreement"). Such Members desire by this First Amendment of Operating
Agreement of Smith Creek Station, L.L.C. (the "Amendment") to reflect the substitution of
SCS Development, LLC, a North Carolina limited liability company, as a Member in the place and
stead of Turnpike Properties LLC (known in the Operating Agreement as "Turnpike Properties,
L.L.C.").
NOW, TI3EREFORE, in consideration of the mutual covenants and agreements set forth
herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledgedged, the Members hereby amend the Operating Agreement as follows:
I. Wherever the words "Turnpike Propertes, L.L.C." appear in the Operating
Agreement, those words are hereby deleted and replaced with the words "SCS Development,
LLC'.
2. SCS Development, LLC is hereby admitted as a Member in the Company, having
complied with Section 5.2 of the Operating Agreement by satisfying all of the requirements of
Section X of the Operating Agreement and making the necessary Capital Contribution.
3. The Members hereby admit SCS Development, LLC as a Member in substitution
for Turnpike Properties LLC under Section 10.2 and Section 10.11 of the Operating Agreement
and hereby waive the effect of Section 10.3, Section 10.4(b), Section 10.5, Section 10.6,
Section 10.7, Section 10.8 and Section 10.10 of the Operating Agreement as to the substitution of
SCS Development, LLC for Turnpike Properties LLC.
4. By their signatures on this Amendment, the Members acknowledge in accordance
with Section 10.9 of the Operating Agreement the unanimous written consent of the Members to
the withdrawal of Turnpike Properties LLC as a Member and the substitution of
SCS Development, LLC as a Member in the place and stead of Turnpike Properties LLC.
1'-IV3bev01100.bb 01110
nE C E 1 V ED
lunuf OCT 0 3 2007
DWQ PROD #

5. Other than as amended hereby, the Operating Agreement is hereby ratified.
EXECUTED under seal this day of Februaury, 1998.
TURNPIKE PROPERTIES LLC, a
North Carolina limited liability company
By: (SEAL)
a W. fir, lll, mber and Manager
C
D. Marshall, Member and Manager
By: (SEAL)
Paul B. Bell, Jr., Member and Manager
(Signatures Continued)
r..nasmwu.ou�ae o! i io
lulE C E I V E
W OCT 0 3 2007 D
PROJ # OW��—_

SCS DEVELOPMENT, LLC,
a Carolina limited liability company
By: (SEAL)
at W. Purser, III, Mei nd Manager
By: (SEAL)
Richard lb. Marshall, Member and Manager
By: (SEAL)
Arthur T. Townsend, Member and Manager
David E. Solganik, Member and Manager
By: (SEAL)
Sigurd J. Arnesen, 111, Member and Manager
(�E C E I V ED
p�,us OCT 0 3 2007
(J.�V)1nOv01! Oebe.01 i 10
DINO
PROJ q

V A7-�Q Michael P. Easley, Governor
YWilliam G. Ross h., Secretary
r North Carolina Department of Fnvironmenl and Natural Resources
1 �
O C Alan W. Klimek, P.E. Director
Division or water Quality
May 22, 2007
Mr. Henry E. Miller
Smith Creek Station, LLC
P.O. Box 42
Wrightsville Beach, NC 28480
Subject:: Stormwater Permit No!SW8970105
Smith Creek Station
New Hanover County
Dear Mr. Miller.
The Division of Water Quality issued a Coastal Stormwater Management Permit, Number SW8970105
to Smith Creek Station, LLC., for a High Density stormwater pond to serve Smith Creek Statiion on
3/11/1997, This permit expired on 3/11/2007. Section .1003(h) of 15 A NCAC 2H .1000 (the
stormwater rules) requires that applications for permit renewals shall be submitted 180 days prior to the
expiration of a permit and must be accompanied by a processing fee, which is currently set at $420.00.
If this is still an active project please complete and submit the enclosed renewal application in a timely
manner. If this project has not been constructed and a permit is no longer needed, please submit a
request to have the permit rescinded. If you have sold the project, or are no longer the permittee,
please provide the name, mailing address and phone number of the person or entity that is now
responsible for this permit. Enclosed is a form for change of ownership, which should be completed and
submitted if the property has changed hands.
Your permit requires that upon completion of construction and prior to operation of the permitted
treatment units a certification of completion be submitted to the Division from an appropriate designer
for the system installed. This is to certify that the permitted facility has been installed in accordance with
the permit, the approved plans, specifications and supporting documentation. Please include a copy of
the certification with your permit renewal request and processing fee. Enclosed is a copy of a sample
certification. Also enclosed is a new Operation and Maintenance agreement that should be completed
and submitted along with your renewal application.
You should be aware that failure to provide the Designer's Certification and the operation of a
stormwater treatment facility without a valid permit, are violations of NC General Statute 143-215.1 and
may result in appropriate enforcement action including the assessment of civil penalties of up to
$10,000 per day.
If you have any questions, please feel free to contact staff in the stormwater group at 910-796-7215.
Since
Ed Beck, Regional Supervisor
Surface Water Protection Section
Wilmington Regional Office
Enclosures
cc: Wilmington Regional Office
North Carolina Division of water Quality Internet: w;ww.ncwamrnualitv.ore One
127 Cardinal drive Extension Phone [phone] North Caro] i n a
Wilmington, NC 28403 Fax [phone] ara
bly
An Equal OpportunitylAffirmative Action Employer- 50%Recycled110% Post Consumer Paper �/��lulbt!!�

I IIIIII IIIII INN NIN III 1{� IIIII IIII NNI IIIN ilil I Ih
2007013896
=0R REGISTRPT ION REGISTER OF DEEDS
E ECC
NEYRHPNOVERPCOUNTYH NC
2%7a2003OABPM
BOiF PUB-41 FEE:E20.00
INSiRVMENI 12NI13896
Special Warranty Deed
Parcel Identifier No. # R05013-008-040-000 and R05013-008-080-000
Excise Tax -0-
No consideration paid. Transfer for business convenience only.
This instrument was prepared by: Julie C. Chiu (no title work performed).
after recording return to: 7804 Fairview Road, #216
Charlotte, North Carolina 28226
Brief description for the Index:
Tract #2-A2, MB 44, page 155, and
Tract #3, MB 46, Page 379, Wilmington, NC
THIS DEED is made as of the 280' day of February, 2007 by and between
Enter in appropriate block for each party: name, address, and if appropriate, character of entity,
e.g. corporation or partnership.
GRANTOR
GRANTEE
SMITH CREEK STATION, L.L.C., allorth I SMITH CREEK RETAIL, LLC, a North
Carolina limited liability company, Carolina limited liability company,
c/o Lat Purser & Associates, Inc.
4530 Park Road, Suite 300
Charlotte, NC 28209
c/o Lat Purser & Associates, Inc.
4530 Park Road, Suite 300
Charlotte, NC 28209

The designation Grantor and Grantee as used herein shall include said parties, their heirs,
successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as
required by context.
WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the
receipt of which hereby is acknowledged, has and by these presents does grant, bargain, sell and
convey to the Grantee in fee simple, all that certain lot or parcel of land situated in New Hanover
County, North Carolina and more particularly described as follows:
BEING all of Tract #2-A2 as shown in Map Book 44, page 155, and Tract #3 as shown in
Map Book 46, Page 378, in the Office of the Register of Deeds of New Hanover County.
The property hereinabove described was acquired by Grantor by instruments recorded in
Book 2345 at Page 373 in the New Hanover Public Registry.
TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and
appurtenances thereto belonging to the Grantee in fee simple.
And Grantor covenants with the Grantee that Grantor has done nothing to impair such
title as Grantor receives, and Grantor will warrant and defend the title against the lawful claims
of all persons claiming by, under, or through Grantor, except:
(a) Ad valorem taxes for 2007 and subsequent years, a lien not yet due or payable; and
(b) All valid and enforceable covenants, conditions, restrictions and easements of record
as of the date hereof with respect to the property herein conveyed.
[Remainder of page left intentionally blank.]
2

IN WITNESS WHEREOF, Grantor has executed this Special Warranty Deed as of the
day and year first above written.
SMITH CREEK STATION, L.L.C.,
a North Carolina limited liability company,
B
4Q�,—
�-�att W, urser, Ill, Manager
STATE OF NORTH CAROLINA
COUNTY OF k(,jr/Jj3UtjpC-f
►, �IIRSFfA L, MA'T{fE�J , a Notary Public of 16ELkL.4�,116rug( County,
State of North Carolina, do hereby certify that Lat W. Purser, III (the "Signatory"), personally
came before me this day and acknowledged that he is a Manager of SMITH CREEK
STATION, L.L.C., a North Carolina limited liability company, and that he, as Manager, being
authorized to do so, executed the foregoing instrument on behalf of the Company.
certify that the Signatory personally appeared before me this day, and
(check one of the following)
_ (I have personal knowledge of the identity of the Signatory); or
(I have seen satisfactory evidence of the Signatory's identity, by a current
state or federal identification with the Signatory's photograph in the form of:
(check one of the following)
_ a driver's license or
_ in the form of ); or
(a credible witness has sworn to the identity of the Signatory).
The Signatory acknowledged to me that he voluntarily signed the foregoing instrument
for the purpose stated and in the capacity indicated.
Witness my hand and official stamp or seal this day of March, 2007.
SY%AL,�i9yy
OT
"m j A •�' CiE
..........
.....
[NOTARY SEAL] (MUST BE
[Note: Notary Public must sign exactly as on notary seal]
My Commission Expires:
FULLY LEGIBLE)
3

0 �1
0
REBECCA P. SMITH
REGISTER OF DEEDS, NEW HANOVER
216 NORTH SECOND STREET
WILMINGTON, NC 28401
IHiHfMffQHfNfYff YHH.1HHfHHHHH1rlfHfiMHHHfHfH'H IIIIFIftHfHNffH�nFi1HNHfHHHHfIHftHftMHfHff
Filed For Registration:
Book:
Document No.:
Recorder:
03120/2007 03:44:48 PM
RE 5157 Page: 38.41
2007013896
DEED 4 PGS $20.00
SCOTT, NANCY A
State of North Carolina, County of New Hanover
YELLOW PROBATE SHEET IS A VITAL PART OF YOUR RECORDED DOCUMENT.
PLEASE RETAIN WITH ORIGINAL DOCUMENT AND SUBMIT FOR RE-RECORDING.
*2007013896*
2007013896

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