SW8970105_HISTORICAL FILE_20110303

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 97 of 05
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
2011 03 03
YYYYMMDD

NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H, Sullins Dee Freeman
Governor Director Secretary
March 3, 2011
Mr, Harry E. Miller,
Smith Creek Retail,
PO Box 42
Wrightsville Beach,
III, Manager
LLC
NC 28480
Subject: Approved Plan Revision
Smith Creek Station
Stormwater Project No. SW8 970105
New Hanover County
Dear Mr. Miller:
RECEIVED
MAR 0 7 20111
N&T
On November 24, 2010, the Wilmington Regional Office received a plan revision for
Stormwater Management Permit Number SW8 970105. A request for additional
information was made on December 9, 2010 and a response was received on January
25, 2011. The revisions include documenting development of a Port City Java on Tract
2-A2. A summary of the impervious area permitted under this permit, is provided below.
It has been determined that a formal permit modification is not required for the proposed
changes. We are forwarding you an approved copy of the revised plans for your files.
Please add the attached plans to the previously approved plan sheet.
Master Permit No. SW8 Master permit #SW8 970105
Lot #
from
Master
Drains
to Pond
#
Offsite
Permit #
Date
Issued
Offsite Project
Name
fAllocatedl
BUA'
;Proposedi
;BUA:
OP 1A
1
SW8 070315
23-Mar-07
Hampton Inn
119,572
119,572
OP 2A
1
SW8 100303
23-Mar-10
Buffalo Wild
Wings
110,251
110.251
OP 313
2
SW8 000840
27-Sep-00
Alpha Graphics
49,005
49,005
OP 4A
1
SW8 000719
1-Nov-07
Land Rover
80,760
80,760
OP 513
2
-
40,772
-
OP 6R
2
-
43,516
-
Tract 1 R
Pond 1
SW8 071007
29-Nov-07
Home Depot
364.597
364.597
Pond 2
49,658
49,858
,Tract 3,
2)
(Plan Revisions
123-Nov709,
Gold's Gym'
156,816,
139,392)
Tract 2-
A2
2
Plan Revision
3-Mar-11
Port City Java
73,900
73,1100
Tract 213
Pond 1
SW8 071008
7-Dec-07
Kohl's
13,068
13,068
Pond 2
274,428
274,4-28
Wilmington Regional Office
127 Cardlnal Drive Extension, Wilmington, North Carolina 28405
Phone: [phone] FAX: [phone] Customer service: 1.877-623 6748
Internet WM,nMalerqualily.org
17,424SF EXCESS
BUA ON TRACT 3
Nor thCat-olina
AtthiX'r'711 f
An Enual Opportunity 1 Affirmative Action Employer

DWQ USE ONLY
' Date Received
Fee Paid (express only)
Permit Number
J
/- i
D D �5-
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STORMWATER MANAGEMENT PERMIT PLAN REVISION APPLICATION FORM
This form may be photocopied for use as an original
1. GENERAL INFORMATION
1. Stormwater Management Permit Number: SW970105 Modification with Renewal
2. Project Name:
3. Permit Holder's name (specify the name of the corporation, individual, etc.):
Smith Creek Retail, LLC
4. Print Owner/Signing Official's name and title (person legally responsible for permit):
Henry E. Miller, III, Manager
5. Mailing Address for person listed in item 2 above:
P.O. Box 42
City:Wrightsville Beach State:NC Zip:28480
Phone: (910 ) 6204265 Fax: (910 ) 344-1025
Email:[e-mail]
IL PLAN REVISION INFORMATION
1. Summarize the plan revision proposed (attach additional pages if needed):
14 jm1
One (1) existing retail unit is being leased and upfitted for a proposed Port City lava. The existing retail unit
is the end unit in the existing approved retail shops located on Tract #2-A2 at Smith Creek Station Shoppine
Center. Tract #2-A2 is part of the Smith Creek Station Stormwater Master Plan, which is approved under NC
DENR Master Stormwater Permit No. SW8 970105 Modification with Renewal
The upfit site revisions include adding a drive up window and a drive thru lane as shown on the Port City
lava Upfit plans enclosed. The upfitsite revisions on Tract #2-A2 are also shown on the revised Smith Creek
Station Stormwater Master Plans enclosed. The revisions will reduce the existing built upon area on Tract #2-
A2 by approximately 800 SF as shown on the enclosed Site Data Table. Due to the minor reduction in built
upon area, we request that the built upon area numbers in NC DENR Master Stormwater Permit No. SW8
970105 Modification with Renewal for Tract #2-A2 remain the same.
III. 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 DWQ Office that issued the permit.
1. Please indicate that you have provided the following required information by initialing in the space provided
next to each item.
• Original & 1 copy of the Plan Revision Application Form
Plan Revision Form Rev 13July2010 Page I of 2
Initr

f
m
f

• Two (2) copies of revised plans (must be revisions of original approved plan sheet(s))
If applying for Express review (only available in 20 coastal counties):
• Application fee of $500.00 (made payable to NCDENR) N�
VI. APPLICANT'S CERTIFICATION
I, (print or type name of person listed in General Information, item 3) A E. Miller, 111, Member / Manger
certify that 1 have authorized these plan revisions and that the information included on this plan revision
application is, t the best of my knowledge, correct and complete.
Signature. �A�� Date:
Plan Revision Form Rev Muly2010 Page 2 of 2

_ .g
�`,
�.
r
:r

NORRIS, KUSKE & TUNSTALL
CONSULTING ENGINEERS. INC.
J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
John S. Tunstall, P.E.
902 Market Street • Wilmington, NC 28401 W33 • Phone [phone] • Fax [phone]
E-Mail:: [e-mail]
LETTER OF TRANSMITTAL
To:
Linda Lewis
Date: March 2, 2011
Job No. 09077
NC DENR
MOO
Subject: Smith Creek Station
I
Wilmington, NC
WE ARE SENDING YOU VIA HAND DELIVER
® ATTACHED ❑ UNDER SEPARATE COVER
❑ SHOP DRAWINGS ® PRINTS ❑ TRACINGS
❑ SPECIFICATIONS ❑ DISKS ❑ COPY OF LETTER
❑
FAX TRANSMITTAL: NUMBER OF PAGES
INCLUDING THIS TRANSMITTAL
Call 910-343-9653 If you have any difficulty
receiving this message.
COPIES
DATE
NO.
DESCRIPTION
1
03-31-97
Stormwater Calculations
1
Cover Sheet
1
04-01-97
---
C1A - Grading, Drainage, Erosion Control & Utility Plan
1
08-13-97
R4
C1 B - Grading, Drainage, Erosion Control & Utility Plan
1
08-13-97
R4
C1C - Grading, Drainage, Erosion Control & Utility Plan
1
08-13-97
R2
C1 D - Grading, Drainage, Erosion Control & Utility Plan
1
04-01-97
----
C2A - Layout Plan F15F,
1
04-01-97
----
C2B - Layout Plan
1
08-13-97
R1
C2C - Layout Plan
Mnil VP Lull
1
04-01-97
---
I C2D - Layout Plan �—
®
❑
AS REQUESTED
FOR YOUR USE
❑ FOR REVIEW AND COMMENT ❑ FOR APPROVAL
❑ FOR BIDS DUE ❑ YOUR PRINTS LOANED TO US
REMARKS: Approved calculations and plans to replace the missing ones in your NC DENR stormwater file.
Page 1 of 2
CC:
m) '�• I la :TUB fkg7AID !0'�StFNED �Jo�Yt. Kuske, III, P.E. /asn
CONFIDENTIAL AND PRIVILEGED: Information contained in this document is privileged and confidential, intended for the sole use of the
addressee. If you are not the addressee or the person responsible for delivering it to the addressee you are hereby notified that any dissemination,
distribution or copying of this document is strictly prohibited. If you have received this document in error please immediately notify the sender and
return to the address above.

NORRIS, KUSKE & TUNSTALL J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
CONSULTING ENGINEERS, INC. John S. Tunstall, P.E.
902 Market Street • Wilmington, NC 284014733 • Phone [phone] • Fax [phone]
E-Mail: [e-mail]
LETTER OF TRANSMITTAL
To:
Linda Lewis
Date: March 2, 2011
Job No. 09077
NC DENR
Subject: Smith Creek Station
Wilmington, NC
WE ARE SENDING YOU VIA HAND DELIVER
® ATTACHED ❑ UNDER SEPARATE COVER
❑ SHOP DRAWINGS ® PRINTS ❑ TRACINGS
❑ SPECIFICATIONS ❑ DISKS ❑ COPYOF LETTER
❑
FAX TRANSMITTAL: NUMBER OF PAGES
INCLUDING THIS TRANSMITTAL
Call 910-343-9653 if you have any difficulty
receiving this message.
COPIES
DATE
NO.
DESCRIPTION
1
03-25-97
---
C5 - Sanitary Sewer Profiles
1
08-13-97
R2
C6 - Detail Sheet
1
06-05-97
R1
C7 - Detail Sheet
�.I
MAR 0 2 9p,
by.-
0
❑
AS REQUESTED
FOR YOUR USE
❑ FOR REVIEW AND COMMENT ❑ FOR APPROVAL
❑ FOR BIDS DUE ❑ YOUR PRINTS LOANED TO US
REMARKS: Approved calculations and plans to replace the missing ones in your NC DENR stormwater file.
CC:
Page 2 of 2
SIGNED John A. Kuske, III, P.E. / asn
CONFIDENTIAL AND PRIVILEGED: Information contained in this document is privileged and confidential, intended for the sole use of the
addressee. If you are not the addressee or the person responsible for delivering it to the addressee you are hereby notified that any dissemination,
distribution or copying of this document is strictly prohibited. If you have received this document in error please immediately notify the sender and
return to the address above.

1
Date Design Andrew and Kuske Sheet
202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 p{
Check Job For Job No.
RE viSEiJ 7
1 SrPt NrYrenb�
�C`1E66.: aJ:��i
41. f',L
ot
4
2/2 f/9
f2 EvrrEo
-317//97 GLs
�.C-EIV
MAR 0 2 2011
BY:�_ ..

Date
Design Andrew and Kuske Sheet
-Wor_� 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401
Of
Check Job For Job No.
G L J /rvPEGviav! L?GG�t?lJo. / Sr7/%3J LGLGC 37
n/oTL :
.�EvcfEo z �/ y/y 7
7f1t ovT.�?�c/r!✓" iT.�o rc�7v.(E gE'vrLsrM�.��T
P�=L6G /✓o. / /fcE OE-//vG yLGo��//moo Fo�C
/9T /'J}v i1,C/c�.-iF_ r� 90 % c•yoC•��ia..i �o�Gic �r-o,E .
�/O,Z : /1GL iJ,t.F_/Jl C?LGVG /JT�r� .QY /i{-�✓b C-,;,-O0 0
02
a&. ace
? ¢7, 7o Z / 7 % 6'ryG
iySJ�r�E 90 % /i7 oEGtiio�l Lovc G.iJGL
O

Date Design Andrew and Kuske sneer
?1141? 7 202 N. Fifth Ave, CONSULTING ENGINEERS, INC. Z
Wilmington, N.C. 28401 p{
Check Job For Job No.
960,?7
aWc r/l/�i!?z T o�/✓l✓r li7yc-.r/.�.iF. , c�,.,x,c�- /- S/.o�7�?c-yam/' _ /7, oo�
7".GI.GiC. .OLC..C.l / E7Z
- Fv7vicf U�ciCio./rs.c.,-•r /�Ox/.mac = lo. 8B �j�,c/J
No. / c� Gt�T�gxCG/;j
- /jJ/✓i>/Iz-TO.c/vl✓� /�iJx-X/..Jc� Go...�.t,r-,TX_ _ /7. ZS�7r_,c.;/
_TaTrTL /�YJ/�E'2✓/«.s �.E�t = 3Z, // .pc.c6r
Garr /r��E.c�rc✓J �E� _ 3Z. // X tap = 8¢.Sp c7o
38. �
/�aA.cR-✓/o-.�„/ Cclv�EiY �j-GC .�.�EC./E•'L � /�/� F_ P7 /"b
7"o Gc+.��i.G s-r Ti4yTi-- .E/JL// •fin -•/o .G.t ?��..iz,�
�/L .�/i- GO F.! i�/O Ti_?iG��.O C�.�/% //'✓//!�i[J✓Aa,i,/'
GU✓.�iC "fL.6 .

Date I Design Andrew and Kuske sneer
202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 2840i 3 Of
Check Job For Job No.
GL S / �F�c �nU ✓ Sr�n/ /�E!_.c sT�no✓ c/6037
�267z�.-✓77d�J AavO //o / d,e?7ivrlc/�i✓l.oFi�io .r i1,r=n�
Q.C�l7�cJ�i"CG /9.GE/f _
i
49 6 S -*A-- ,c Fl
- /lbi7i 9Fio0 </ / Grc4F-.`J GF_�...i7l�.L
- ov7�iAc-c6c �/o . Z
Sio6c.�?L� 7z✓c,r �o�.r✓ETC,
7oTi7L /.hNF.L✓/c✓f �2��
Tbr�c uE�ti ��`9
4o Z _r,F
/.
2'n/car�octl Fv/v.c� pgv
/S, fro X /oo = 8¢, 7 Z
/8. 6r

Date Design Andrew and Kuske sheet
7 -� 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 4 Of
rCheck� Job FFor Job No.
S /--lleL iiv�j /?L�Ueil77o7/13/LCEf_ e rn�e� 96037
re
d t�9i ant! ry c,�� _ / %, 3S" 7c eE/
- M�➢,7aR.' TE'�/?".''7-
�.E �
_ .SSA 000 SF
- 1'HOPf Gi /T?/ /Li?Tb2. 7S.✓il+�T ��.E ��
c /.3� 9 oa ..J�F
eps-
7E' i%r��>�/-yT 4���F✓ .oar_ �..�c. _ /O. �3 /pG
.�G �pc
.�n/p /✓v. Z Flo /�//�FiL✓�u..cr' _ /6, zG x/c.-,� = 8¢, p3 �Jo
. . SS, %'o ////E2-v/uv,T /9.SS•�r /J1iu�.J c:) .

Date Design Andrew and Kuske Sheet
202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 S Of
Check Job For Job No.
�Frr-..inexs- /�o.vy nio �
_ fbNo �Lo, / de�f7.v.�C!_ il.�'i"F/ _ /8. 6S i/c,cf✓^
> zs, zB GFl
o zoC9X/e,sr) = 33.'S-7 cFl pK
Z
11 �n..�szG <�y = / 9. 3S- ifr
ZG, 77 ceJr
TcT�7Z 7�' Yc,T'� 4.C?�.✓?LG /j�.c�J+' = 38, oo Vic.«/
7D7>YZ /•v�Ec �.iv �� /%G - = 32,
/�%%TL- /iyEF_.c.✓/O✓✓' /7zF..q _ /,3- By i/C
�% /M�.e_....ie.✓' �'/-�/ = 89,72. 7a BS .,00 �., /y�,e viou/
/^7've iia f /1rL/iF : BST�o
= SfS /=7'3 S7;r7F J'7n�?oC �Epc�itiEy� vT
� �?ovro� B' t9F,oT// 7T n/os.�?G /LroG �o•,c 1090 73l
9
o ZsJ
� //EPcii.0 E � .SriR��9G.E SKr-.9 �r n/o,�..r7z ��ove /.T ©. g7�.e�✓

Date Design Andrew and Kuske Sheet
3 // �1 Cz%L CONSULTING ENGINEERS, INC. s� �97 202 N. Fifth Ave. Wilmington, N.C. 28401 Of
Check Job Srr/rL For Job No.
S7at.yu�f.Lt�Ric�i/A�l -�'"�i771 CcECCS7�r!/u� I6o37
NOTE : GryEc/L .dl�7En/%7GYt/ f�i�/q /�/o, / it^✓o OE1?-`/T1o�/
oon/O i✓U. 2 OillE ah/ i9 OE.i/G-n/ ?. S-�
I /ZG �'!v✓rJZ_ f%T BS % d�ntliTy
AE7'l.'../7�on/ ✓%i«xJn /�/o / � Qg9%iMGG �,r.F✓yc /B. 6 S�jG. )
a Tcw of o��✓.e = 3s oo
J.n97'� .STL.CsrGE = 3¢ 90 136, 7w,r,-- j
nt�-t.�i7z /k� G = 33, /o L3Z,4cnSF,J
.. ,Qo77a�-i
-� S,✓rs.c max.-rrE Sn/p,� .��St1E� ate✓ BSoo 50 �•�.ri7y
�. X = 8.1� y c S�r%U7
x, = 8� y/ < z,B
Xz- = 70 yL = .P,,7
s�/'j -�3,x --z,g des-80) t z,s
.�E o✓�.cEo S✓.cs=�lGr �7�c.fy c o, O,POS �/g, 6 f�y'G� = o, S7 yc
�E6hJic6t� S✓,CF�1G.0 �1:cF-?- iP7-
/t/b<<*-v�ll_. �oG c
O. S7
/lLti' L- r
.c o

Date Design Andrew and Kuske Sheet
`1f-7 —V2r-Z�Z7 1 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C, 28401 Of
Check Job For Job No.
It— If-r Mom.+-/7T14—' G!/Lc., -/ JM/T}/ G.CGC/c fT?770.` ��•37
STirtTG Jloc..7'!c 34, 361 700
400 .rF J /TYTD G'?IJ�
,S7b2/f-CF_ Ci9T-!_c-rt/�/7o�✓ �NQ No. /
/✓BE�j Tv .�� �dcE' 7n-r7b�c,E• S7 .SAS FT3
_S7b�r/cG //icpa�/qGq = 3��00 f �6_ 700, (1/,
3
Z
Ivt«cam �c�.g P.co.�lgGo �Pr-lv� = o. 7.
.f/2E Oti?LLT/�T tiJc+e_.->?L /12�c7G TD .�E GFi1lE .ii'�9?�- .fTc�•C�'C£
nlrfp Z -S OiP'y O.Ciys✓ Upv.�/ Fo,� ..rT/97e :Sh..e !ry < 7 3
O= / -77, Soo JFC �Z /1G r7"
O. G a Z73z. -Ze /o, 905
7r--� z - a, 0788
4--
13,
i1.�+lr,c0scirw 9yF�7• Z ' p�yy.I /
0

Date Design Andrew and Kuske Sheet
/1/¢I97 .Tl�t-= 1 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 pt
Check Job For Job No.
L� Lt S7b.e.�-fs-+.tT1.G_ ��EGVGiJ77o SM/Th` cc�G,�.,r7�T�o.� c� 03�
— G�gY_G✓c �7T� /JT � �� �[i�IOFF OG/EEC /^'�PFL�„//o✓f
— .00...i� /�/o . Z ,D.tT/..../�G /la!/'iy _ /9,35', itc.cE✓'
n/EEo 7t- '6-d5 7JLE 70
/J'e-o�/.o,— B ' '1Z
—20 %o % ,J-J' ,eE� o ?Z �T S S
O, 4-8 ifZ
/ow c

Date Design Andrew and Kuske sneer
CONSULTING ENGINEERS, INC.
�97 202 N. Fifth Ave. Wilmington, N.C. 28401 Of
Check r-5j-nol
STir/� For/tnuryirlL_���/7k �J Sr/11AICcLLGJri/T7o�/ 9603%
-pw-- 71//197 Ace-
uvo// Llw/1
c/7y s7z"t-I-cL = 37. so '
S�7r .J'7D-cis-cC = 3S, 60 ��i/� /CC7 JF�
37, o00 1 FJ
Io77b1--/Chi 989.5.--j
S.vrcc /ior �t�L S ¢�49 13�i'Tc �✓ 01/ 8S- 'lo gE...criry
�EOvrz�rJ J-vGFirzr �,c E� = CO, 0-?C Sr c /9, JS'i'r ) = O,
E
�F_ ci�cii �B4 �v c F?GE �9S�Eiy
?T n/cNryi2 Alkax
o. S9iTe-
OEl/Gn/ o,e �

Date Design Andrew and Kuske Sheet
d
j;'/x:zy. 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 2840163
pt
Check Job For Job No,
Gc jr STD c su�lL C !/7Gt�CilT7a� t! SM/Tl/ G/L6G fT/177v1J �603%
/ 'o /✓o. Z /Fiv CipGGciGyJ7v �i/
= 38. oo ' C $;1- 7, 7 z sF )
G / i SlttiG�PcL =- 37, 30 /
rr�7ZJ�ac�cG� ��&o C4;/oo sF)
,C0772) T = 26. oo C /7 gB 9 'S' — )
/vEE� >a �E 7oc� 7u r/ac E S7 70 5-F/
J'732i1zG ,�.tv✓iv cO = ¢/./ oo t �7 00o C46' _ /oz, ¢�r!3
Z
�
..J1b2�-G,�
.42.ta ✓/,OEa —
6Z, 5'Bo FTJ
O,C �
Yr� .ef
fv/cf7z e 7,/G.v /�rzo��v�u �f-i �v•" = O, BS�/t �37, 00oF=T2
_S/ZF_ OtiTLF_T /Pi Nc-C�-si!"G /0�17C i� afGGF_7,/E S7J9Y� J'7b,Gi/-G!_
—NEED z-S o�y p.c�� �oou. .moo( svyr�e ��ze = Bz" `f6io f=7J
Z, B© co SFr
= Q = 6.? 9Eo / /7Z, Boo
G-/ �Fo /' O, 60 /�37,7) C a. ell�J
7T-cJz= d• O8/iO
4-
c/= 0,3Z70 "/ 3,-Tt
a,
3 zzr-I / /✓/�./FG a/.7n.ET,�� Ori n-f_ T GidE

Date Design Andrew and Kuske Sheet
/r9�� �K7lG 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 Of
Check Job For Job No.
�T/977' Fo2F r�9-`> STI�GfIGC L�7LGr�?T1v.-.J
No7�
fJ�cE91 C�GVGiJ':7�'/J
,C�rY �^yrri'?�C�9`-BUD
G1ETFi.,/>7ta�/ ncv10 i./b.
/
/P'ON/J
S¢SFT'�
/�aivo
,oeowoG"t7 Sro.c�/cG
= G�z, /90 FT 3
(P,eori�OE Zo �d i/./
F02G�0/T9 o J
-�
6z, iyo moo, zo) _
/Z�438 �r
ieC w�,,coa
Fo�cE��y Sim-rGC G�.cvc iY77c.�/ : �33,
�99S�S t /f7S1�5=,'Dr�iJ n /3090 �r 3
FvcEll?7 S7a2.lfG eE©v/cEO = 1z. /38 r'"/">
y� /co,1—lJity frnclrZG 6>zoc�ioF_O = _/3.090 fT
_Q�7.�iV1i dam✓ PO/✓U /�/O. Z
/�on//� ,e6O�icFo STb2 �%'GC = S9, 7oSFr �
/�o/./a P.eo�iroFU STb/- �7 GL � �Z. HBO Fi 3 � P.CoviJE zo 7o ice/
GZ��Ba LO.ZoJ = 1z gym �T3 2Ef/c/iiiLFq
foc�aF-y �7n2.poc ��7zcvc�r�7v../ .' 139,o�'J = 4B7S.�r Z
C3o.cr�J= Ile I? Z
Z
Fo�CE�'�P-7 ._r7D2�lcE .2EGY�i.cE4 = /Z,¢96 FTJ
��-
�E FoCE/J/Yy J7at7cC Q2o�/pEO = 0
/71 71`0�T3

Date Design Andrew and Kuske Sheet
�ry7 7i�2IG� 202 N, Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 Of
Check Job E,eFor Job No.
�Gs, Co.._+7•�oG GiL-�✓�%77d•+,•/ .SM/T// G2G�EK fTi%7oi�/ cJ6037
,�" nf-TE.�/7 .tr✓ /-�ti/!J �/o. / //�/L 6�T �/F'E Oi//`9GG jf •'
7. 6 S 7-
7 - 9.93
ZZ
{/sE zo ' x 36 X
.� QETF.-STD.✓ /!O✓/J /�,� / Dt/TL`T �o/oE ,
Oc/7Z r'7 .o�/r'E 0/ rgf Al_-fW el-
f
,E/`/Fitt-�! O/S..r//✓isJD/L /�f_!q�/,G,�c7 �

Date Design Andrew and Kuske Sheet000j
/11'fl77 --J7MT7 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 ��Of
Check Job For Job No.
4r6•S Ji lz>l a.r,- .xW fT/?TlON 1960-77
,()E-TJ�tii�7oi✓ ,yoti� ic./O. z , 1B •,
.. V = 7, 86 F/�.� f-�or .f7a.�.-i cis-o oc.Ty✓T
7� 1�16u1-7 7V-ffcE T— 9, 4J ==I�> 1:tee e ,. 2pN/E 3
Gy = gC4'/ _ -7Z'
ivc OaT cc".�J'r /J E,Gvi/'io,�/ co-v�-oc" S7a�/.F'
,UE7F�✓T1.�,�/ /JCI.�//J i�/O" Z /�/G F_T /�i/�G ociTF�/7L �C�'
V = 7 6G F/�s F2oiv T7a,Gvr Cep QY�7Y�c.i�
G�o� / Tr7dc.E 7-- %. 93 tic Zoe �E Z
*k- 4-"SE /o ' X Po ' X /S
/Vo, Z
oc�Tc.-ET /.fc��- ,o/✓cC4fs«c✓' %c/Tv
0

Date Design Andrew and Kuske sheet
202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 /Z Of
Check For Job No.
Cc-5
�/•--�?7Y2 C/1LGYG?j%oN.f Svro/T?/ C.GEC.0 S%yTiif7•�� c5�6o37
P/,cE ?✓o a-V otlJ Xc�J
A/o Z f7r.a.E
- / l/ <�—;v o, So �Jo
/60 ' S�/z/_ 2 /, /6 '7
C = O,�rS�O.g¢Zi�lO,Zo�O,SS77) = Q,s3
Q = A 93 CF./' -rZOPE _ /, /6 'lo
�/-:/ f".�a-✓TfGopE `3';/ P7t.0 J"co�'E/ V" O/Tty
0
/B /�///E / i9.rt✓i'7C Fio✓��c Ec�c C Q = 8, o9zo GA:r
O, z 9-
!Jr'.nc 8. ouzo
Gl_ ❑ O, 38 FiLdM ci/O>zT /+f�,o%✓O/k G
G
✓/wc
o. 68 C 9. sse>8J
v = �,Qy F�f
FGoG i ocrv>y = (D. 38/eX71, ) = 4, S7
E�✓Eit-�- i {) /l/'/ o Iry ,G
it 6 ' X iS ' Nf GGy O/ll/PgTu� Ale Oor cL ijj-Jr e

Date I Design Andrew and Kuske Sheet
7/1Z.01? 177rcTlL 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 2840, 3 Of
Check Job c- c For Job No.
C L S ..S%D,LHI//f 7X+L z,,7t Lq%/v.J.% SN-1/J7/ C/LC6KSTii7'�t�.�J '76037
1
O. So "!o
Ii.-J,oGrc.✓/Ga../ �T.rf_/9- = O, 307C - ¢oS ' ,iw?LE � o, 30 �7a
Flo �� »Eti✓/L.�l = 0. 3o K /vo = 37. 0 4 070
o, 64f
y,r60, 370¢) r O. Zo 6 O, 6 0y6) = o, 48
C//LL✓C-?'7 Ga7 Q = c//9 ; / =
c�= o,1,5
ru�ce'�
�tL�/iLE yr 000/rH G%L'-`'G,C
Q = 4.6SGF1 Sco/�E = o, 30"70
%: / E,c�..-�T ✓caPE � .i: � Di/LK :fc o,oE / V - O/TL//
-,oTJ/ of F/oc✓ _ _ O, 8Z �
T"zm'-' 7
4> 6SGt-r
✓ce vcll-v - /, 79 oic G�e-i9.Tr e
- /9 ".Oji.•G� / /,�rrv�^7,� I�CcLr i.+JG �!/GL
4 = 4 6SGF,C = O, S-S
+hi✓cG 6. OV'zacU,
rJ = 62 o ¢-Zo Gil
✓= 9,S.r08 Fio1
6 Z G
D
%/— = O. S 9 Fcv.7 c
V!✓Gt,
/'/�E ✓Eioc,/7 f � O, 8% � >?.SSOS i
FLo�✓ Oft /7/ = O. 67- L/
O,9-7'
=3C/,S' 1 =
vrE 6 'x 6p
E.cofi4..J c..✓Trc�c f7v�.�L

Date Design Andrew and Kuske Sheet
202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington. N.C. 28401 /¢ Of
Check Job For Job No.
C L S STa�t.ti✓r!T!2 l�/Gc/t7Jo.././ iM/7?f C•crc%.S�f7���v c�6o 37
�!✓//G� n/o. 3 � Ex/.lTi.��c ,p.cLvE /�rrF
1 /M//F.Lriivc�J rhGF_q c O,/7yG — /7S'Jc.�i/zL r•1To, S-o�o
a,4o
LnuvcrTT�' ca o = G /may J / = 7 L"-'�ir.� /� y2 . ✓'7rc..-i
o = o, 9t v C-7J610. moo) /, z3 Cfs f /, 7J t 2.72 - S S8 cl-r
`� � / F/Ld..-JT.fGO//E' / 3'•/ d�%fLom'F �V - 4iTGt/
n = o cozz
dE�77/ of fLnc.J = O, gZ '
o r /o GrLi/ U GL ✓/mac ,
0
1D/PF_yfGOLiT/ G/yiG,C
Zi "P/pE ///lJcirti�C L'Gd+..✓ii.1L /='7sGG Qr /7, 3J
2�7 S. Be - O, 31-
4iv�.c /7, 376/
O, ¢-7 Fi'ur� ci/-T /1N.oF,.`�oLx G
Q
O, 76 F.Gar
✓s�sc
Am' 6/—C 76 C.s. s /sz 1 = ¢. /9 fir
,L
Fi�EitG•-� o/rr/P�T✓v.S
(/.fE /O ' X /p � X /S �� E.�E.c.vy ,p,(j✓///�7u/C it/G /JOT GG i9f�%O

Date Design Andrew and Kuske sheet
202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 /0 Of
Check Job For Job No.
5 s-N�rrs�«��crn�l S' 1,7P' <cGcc �nr✓k ✓ y6o3"�
/60 jo
(f = C>, 7s--0O3 6y5-Zj -/ 0.2oCo, 3598 ) = a,68
C-7e.6vc 772E O: Q = G /rl / = 7 /iv//�,c.. /o riC �F PZ> -1-7
/
44 = o, 6e C7j C o, s/j = /, 48 cF.j
sy/9G E.yFaocs/ % G�l�<K
fv//'zF_ v�bvc-iiy = z.3S" Fiol- O/C 6c�C �/!fT G/.✓/i^-/G �/
%///JC. ✓E/oo/Tf G/YL�GiC
g
= o, 3 4 wiz —7 e
-
�iVE���/
I/IF 6 x 6' x i r" ��v<r s..7 aKr-riBfiso- /Vc ,UoT G i l9,rf O

Date I Design Andrew and Kuske et
Z�Z/�y7m 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington. N.C. 28401 Of
Check Job �«/o co �7coL o For Job No.
� L 5 fjc.eryci�lTi✓L �?LGL,t?71,iv..% 'ram/�/ c,c�/_/C STYlTJo•✓
%037
/J.tiT�ti?-cL ���`J = O, Zc� �C — ,tw✓n.✓c /8 '.CcoE O..Sa �✓.
/i!f/f-,Gr//p✓-f ip2E/a — O. /2 //Z — /JO '..%i7Zf Q �. Zo7e
O. O S �G
�p /M/DE•LC//vV,J = O. /7- X /moo _
D, Zo
o.6000,
J
,Ic./:5'r.F vE[ocir-f c./1rrc�C.
m = Z. -7 % cP! (e
✓I= v,coZ
,fL�i7L� vF_ ccc i�--/ c /, �! 6 Fib✓'
V= 4,SSo�
- 7ar.�c �J rx�..y .jvflzC 9J S, 6
GAF✓L � G , o v zz
0
V o, S 7
�G-NE,G�Y t�.tfr//y'7�y2
/, 9-8 e"Q- = Z. 7 9 c"f
/ 1/ - / rz/y
[/TF 6 / x 6 ' X /S •/ 6✓.ric Fy of f!i//i!7»2 /VC Clod c cq.iJ

Date Design Andrew and Kuske Sheet
CONSULTING ENGINEERS, INC. /S Z/Z//97 �jL� 202 N. Fif h Ave. Wilmington, N.C. 28401 Of
Check Job For Job No.
C,_S •S7+�t. ✓�776L.C?L�vc/17�u--t/' Srv�/T%/ C2<E.F S%YlTlo.�/ 6o3-7
,f�.✓i2� n/o. 4 �- Ex/,rn-.�G- .eat /Diver
,OR?J--*V e<
0,2.7. X./oo = 9Z,3/70
O. S2
eyG o : p = e /, ? � / = 7 /,._./y�c. /o
o = o.
�u�'LE vEGo�/Tj G/%fiiC -
r7= O.OZZ
Swi9ZF !/FcoG/may = Z , 196 Fi'.l o e- i62 C.G.f.// GAS✓/- /c

Pipe Tables /8
Pipe Di a.
(inches)
12
15
18
"c1
24
27
30
36
42
48
54
60
66
PIPE CAPACITY TABLE - - - - REINFORCED CONCRETE PIPE
Slope = .5%
n = .012
Slope
Manning's
PipeArea
Hydraulic
Full - Flow
Full - Flow
%
n
(Sq. Ft.)
Radiaa(Ft.)
Cap.(CFS)
Yel. (FPS)
0.50
0.012
0.7654
0.2500
2.7240
3.4682
0.50
0.012
1.2272
0.3125
4.9425
4.0275
0.50
0.012
1.7672
0.3750
8.0420
4.5508
0.50
0.0 12
2.4053
0.4375
12.1370
5.0460
0.50
0.012
3. ! 416
0.5000
17.3-1
5.5182
0.50
0.012
3.9761
0.562S
23.7426
5.9713
0.50
0.012
4.9088
0.6250
31.4558
6.4081
0.50
0.012
7.0686
0.7500
51.1817
7.2407
0.50
0.012
9.6212
0.8750
77.2436
6.0265
0.50
0.012
12.5664
1.0000
110.3319
8.7799
0.50
0.012
15.9044
1.1250
15 1. 1048
9.5008
0.50
0.012
19.6350
12500
200.1938
10.1958
0.50
0.012
23.7564
1.3750
258.2077
10.6681
0.50
0.012
28,2744
1.5000
325.7351
11.5209
Page I

OPEN CHANNEL FLOW
/9
5-25
Appendix C: Circular Channel Ratios
Experiments have shown that n varies slightly with depth. This fig-
ure gives velocity and flow rate ratios for varying n (solid line) and
constant n (broken line) assumptions.
N
•
\
>
\
«
u
♦
>
\
♦
t
`
\
a
�
v
� �
♦
z
\
\
a
\
C
\
A
\
\
0
>
o
C
C
♦
\
I
\
\
I
\
I
`
I
\
I
\
I
`
�
1
m
`
u
•
\
C
rn
C
•
_
C
N
J
�
9
I
M
O
N
O
O Ol W r` ea It] O M N
'— O
O CJ O O O O O O O
ratio of depth to diameter d/D
PROFESSIONAL PUBLICATIONS INC. 0 P.O. Box 199, San Carlos, CA 94070 `

Date Design Andrew and Kuske Sheet
0//jo7 '7zK-22z:— 1 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 pt
Check Job _> �cM��T7,,r, / For Job No.
Cis
ce -/ nzpe CIKLw?TA�� .Sri.c 037
3B. 00 i'TG.Gif ON,f/ice
D/lTvc�ilO OFfTisZ ()/TLf/ _ /, 07 //GEC/ oGffiT�
�iLoc/Gy O//Zf/
( 31,07i74)� /600tT-7G I = -7C,> 3z6 FTC eEc�vicCoS7Dc.9c�
Qr/Jd� cv✓ /% 4- ' N/G iJ G/1LL/C n�✓� G�lLGvt �/T
r1-
i9vFicrTc/ FxiJ7�••.iG O/.�// G,�o1:SJ'L�cT/o.-✓
Z
/eEovic�0 4v,7 v j—/, e�mc `/,.�.Ty 1,16 33�
f���E Fi✓oc-G-!/ O/7LH /
/O ' 77>7G;C
No7� /�/STi7LLi.��L z C/f�G/G Uipry,f" /

Date Design Andrew and Kuske Sheet
i�o/97 -7f*Al-ar 1 202 N, Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 Of
Check Job -r/z / For Job No.
.c<�ia�/co..�Txo�G/ftt��?riv...r/ Si�✓✓�f G.tEIK Jn>T/c�r..i %6037
ST�/vE rHrc<C /Jy�7 CiIGGr�i7Tlo.-1� (aG/J ff/.fn✓ov� /Lo.�)
/p'lf r9 //G<n✓mil ro.t
( Z,Z3/icJ�iBoo�r'��c) = 40/4 f>�
i
,y�fw_,-¢cc_ o/ rc s� f r � � G.�o✓t .JF� .'�o.�f
� ,ty1.FEo p.�,/ it- /. �}-". /P/�-/f cr1E'� is oi7�"I Lirz Gvc.� ✓ G
/Jill r/ G nor✓ JG�77. //L //X 6// '
z �
7 se Frz
470/4 tr s �o - .
7. �SFT z
,Q/TGH�,J-/-..-ijL.% G-Ems'✓G-Ti,/ _ �.2eO0 / � �/
6r� o
/zEvv/.c�0 ;o/rz/f.S7a.r-iyz� 0�-2-r.Y r So5
S �
G✓E-rZ Gf'.vG-ry
. �
rt✓iJG(r E..�7a-2 N.E�.J _/B "�C�/� s✓�
,t+;fyy.('
tia
Dom•.-rrz� .9,z.�.�- =. o. /o iT�
/BO
e5 FTJ
.CEP✓i �.� />lI's9 17� ��L L.E,�ir�r =
/ ,eiGTJ

r ,..,".., ram..,... r..,, :,, c�...nr tom:. ��:::� t.r:n:u� rr�e-�.r �u !•.may r...� .��. � �..-. .�.�-:_. �—.. � --
ESTIMATION OF STONE SIZE AND
DIMENSIONS FOR -CULVERT APRONS
2
I
I
I
I
I
I
I
I
I
I
20
,
,
1
,
,
I
I
�
.n
'r ' 15
-I-
I
w � lL
_
I
I
1
I
I
I
I
I
SI
Il
,
I
Z 10
I
—T—
1
T
,
—
I
I
5
>
I
Step 1> Esl6note flow wloclly Va al cuivul or
paved rhonnsl oullsl.
Step 7> Far pipe culvuis Da b dlomelsr.
Far pips arch, arch and box culvafle and
paved channel aullsls, Da - A o. -here
A a - crou secllonol Oleo of Row
at oullsl. '
For mulllple cutvule, use Da - 1.25 ■ D a
of single culverl.
Slsp J> For apron grodsi of lox or sleeper, ues
reco nmendollone (or nail WOW tone
(tonal I lhru 8)
0 5 10 15 6 Slons filing (Ilsavy) 6 s D o 17 s D o
D7L]N F T. , Speclol study requtrsd (energy dlrlpalae, stilling hoaln
or lorgar +tons site.)
SOURCE BANKS AND CHANNEL LINING PROCEEDURES, N
N.Y.D.O7., DIVISION OF DESIGN AND CONSTRUCTION, 1971 O

Date I Design Andrew and Kuske Sheet
7 1 202 N. Fifth Ave. CONSULTING ENGINEERS, INC. Wilmington, N.C. 28401 3 Of
Check Job For Job No.
3 /z�n✓/ c�a o/1Lif S1= c7z�. GE.-�G-7y�- = Z3 / o
S' T�>7 riK
A

Combined Pipe/Node Report
ouTFAt-L' 'A" 'REVrSED
Pipe
Upstream
Node
Downstream
Node
Length
(ft)
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
Inlet
Discharge
(cfs)
Section
Size
Capacity i
(cfs)
Average
Velocity
(ft/s)
Upstream
Invert
Elevation
(ft)
P-25
1.24
1-23
190.00
1.24
0.90
1.12
1.12
8.13
18 inch
8.29
4.60
36.00
P-24
1-23
1-22
175.00
1.24
0.90
1.12
2.23
8.13
24 inch
17.22
5.09
35.30
P-23
1-22
1-1
174.00
1.24
0.90
1.12
3.35
8.13
24 inch
24.42
7.51
34.70
P-2
1-1
J-1
160.00
0.42
0.90
0.38
3.73
2.75
30 inch
26.66
5.30
33.50
P-22
1.21
1.20
186.00
0.57
0.90
0.51
0.51
3.74
15 inch
4.35
3.05
36.50
P-21
1.20
1-19
168.00
0.85
0.90
0.77
1.28
5.58
18 inch
10.53
5.13
36.00
P-20
1-19
1-18
189.00
1.24
0.86
1.07
2.34
7.77
24 inch
16.98
5.22
34.50
P-19
1-18
1-3
127.00
0.34
0.90
0.31
2.65
2.23
30 inch
20.62
3.72
33.87
P-13
1-12
1-11
118.00
0.55
0.90
0.50
0.50
3.61
15 inch
4.89
2.94
36.00
P-12
1-11
1.10
120.00
0.55
0.90
0.50
0.99
3.61
18 inch
9.66
4.01
35.60
P-11
1-10
1.4
122.00
0.55
0.90
0.50
1.49
3.61
18 inch
13.31
5.94
35.00
P-17
1-16
1-5
58.00
0.16
0.90
0.14
0.14
1.05
12 inch
4.30
1.34
35.50
P-16
1-15
1.14
119.00
0.37
0.90
0.33
0.33
2.43
12 inch
2.69
3.09
36.00
P-15
1-14
1-13
118.00
0.46
0.90
0.41
0.75
3.02
15 inch
5.47
4.36
35.60
P-14
1-13
1.5
119.00
0.51
0.90
0.46
1.21
3.35
18 inch
9.70
4.83
35.10
P-18
1-17
1.7
45.00
1.22
0.80
0.98
0.98
7.11
18 inch
9.10
4.03
35.50
P-10
1-9
1-8
30.00
0.10
0.90
0.09
0.09
0.66
12 inch
3.78
0.84
36.50
P-9
1-8
1-7
199.00
0.07
0.90
0.06
0.15
0.46
12 inch
2.94
1.40
36.30
P-8
1-7
1-6
122.00
0.61
0.90
0.55
1.68
4.00
24 inch
16.84
3.60
35.30
P-7
1-6
1-5
194.00
1.06
0.90
0.95
2.63
6.95
24 inch
19.35
5.55
34.90
P-6
1-5
1.4
152.00
0.37
0.90
0.33
4.32
2.43
36 inch
32.99
4.04
34.06
P-5
1-4
1-3
104.00
0.50
0.90
0.45
6.25
3.28
42 inch
51.30
4.62
33.84
P-4
1-3
1-2
150.00
0.40
0.90
0.36
9.26
2.62
42 inch
61.34
6.61
33.68
P-3
1-2
J-1
93.00
0.35
0.90
0.32
9.58
2.30
42 inch
67.81
5.60
33.35
0-30
J-1
Outlet
269.00
N/A
N/A
N/A
13.30
N/A
541nch
85.37
7.65
33.10
Project Title: SMITH CREEK POND 1 DRAINAGE BASIN Project Engineer: LARRV SNEEDEN
c:%haes1adlstmcL96037a.stm SITEWORKS DESIGN GROUP StormCAD v1.0
0121 /97 02:32:07 PM 0 Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA [phone] Page 1 of 1

Combined Pipe/Node Report
Pipe
Upstream
Node
Downstream
Node
Length
(ft)
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
Inlet
Discharge
(cfs)
Section
Size
Capacity
(cfs)
Average
Velocity
(ft/s)
Upstream
Invert
Elevation
(ft)
P-25
1-24
1-23
190.00
1.24
0.90
1.12
1.12
8.13
181nch
8.29
4.60
36.00
P-24
1-23
1-22
175.00
1.24
0.90
1.12
2.23
8.13
241nch
17.22
5.09
35.30
P-23
1-22
1-1
174.00
1.24
0.90
1.12
3.35
8.13
24 inch
24.42
7.51
34.70
P-2
1-1
J-1
160.00
0.42
0.90
0.38
3.73
2.75
30 inch
26.66
5.30
33.50
P-22
1-21
1-20
186.00
0.57
0.90
0.51
0.51
3.74
15 inch
4.35
3.05
36.50
P-21
1-20
1.19
168.00
0.85
0.90
0.77
1.28
5.58
18 inch
10.53
5.13
36.00
P-20
1-19
1-18
189.00
1.24
0.86
1.07
2.34
7.77
24 inch
16.98
5.22
34.50
P-19
1-18
1-3
127.00
0.34
0.90
0.31
2.65
2.23
30 inch
20.62
3.72
33.87
P-13
1-12
1-11
118.00
0.55
0.90
0.50
0.50
3.61
15 inch
4.89
2.94
36.00
P-12
1-11
1-10
120.00
0.55
0.90
0.50
0.99
3.61
18 inch
9.66
4.01
35.60
P-11
1-10
1-4
122.00
0.55
0.90
0.50
1.49
3.61
18 inch
13.31
5.94
35.00
P-17
1-16
1-5
58.00
0.16
0.90
0.14
0.14
1.05
12 inch
4.30
1.34
35.50
P-16
1-15
1-14
119.00
0.37
0.90
0.33
0.33
2.43
12 inch
2.69
3.09
36.00
P-15
1-14
1-13
118.00
0.46
0.90
0.41
0.75
3.02
15 inch
5.47
4.36
35.60
P-14
1-13
1-5
119.00
0.51
0.90
0.46
1.21
3.35
18 inch
9.70
4.83
35.10
P-18
1-17
1-7
45.00
1.22
0.80
0.98
0.98
7.11
18 inch
9.10
4.03
35.50
P-10
1-9
1-8
30.00
0.10
0.90
0.09
0.09
0.66
12 inch
3.78
0.84
36.50
P-9
1-8
1.7
199.00
0.07
0.90
0.06
0.15
0.46
12 inch
2.94
1.40
36.30
P-8
1-7
1-6
122.00
0.61
0.90
0.55
1.68
4.00
24 inch
16.84
3.60
35.30
P-7
1-6
1-5
194.00
1.06
0.90
0.95
2.63
6.95
24 inch
19.35
5.55
34.90
P-6
1-5
1-4
152.00
0.37
0.90
0.33
4.32
2.43
36 inch
32.99
4.04
34.06
P-5
1-4
1.3
104.00
0.50
0.90
0.45
6.25
3.28
42 inch
51.30
4.62
33.84
P-4
1-3
1-2
150.00
0.40
0.90
0.36
9.26
2.62
42 inch
61.34
6.61
33.68
P3
1-2
J-1
93.00
0.35
0.90
0.32
9.58
2.30
42 inch
67,81
6.60
33.35
P-30
J-1
Outlet
269.00
N/A
N/A
N/A
13.30
N/A
54 inch
85.37
7.65
33.10
Project Title: SMITH CREEK POND 1 DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c:\haeslad\stmc\96037a.slm SITEWORKS DESIGN GROUP StormCAD v1.0
03/06/97 01:49:04 PM 0 Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA [phone] Page 1 of 1

Node Report
Node
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
External
CA
(acres)
Total
CA
(acres)
Inlet
TC
(min)
External
TC
(min)
Upstream
Flow
Time
(min)
System I
Flow
Time
(min)
System
Intensity
(in/hr)
Total
Watershed
(CIA)
(cfs)
Additional
Flow
(cfs)
Carryover
(cfs)
1-24
1.24
0.90
1.12
0.00
1.12
5.00
0.00
0.00
5.00
7.23
8.13
0.00
0.00
1-23
1.24
0.90
1.12
0.00
2.23
5.00
0.00
5.69
5.69
7.10
15.98
0.00
0.00
1-22
1.24
0.90
1.12
0.00
3.35
5.00
0.00
6.26
6.26
7.00
23.61
0.00
0.00
1-1
0.42
0.90
0.38
0.00
3.73
5.00
0.00
6.65
6.65
6.92
26.00
0.00
0.00
1-21
0.57
0.90
0.51
0.00
0.51
5.00
0.00
0.00
5.00
7.23
3.74
0.00
0.00
1-20
0.85
0.90
0.77
0.00
1.28
5.00
0.00
6.02
6.02
7.04
9.07
0.00
0.00
1-19
1.24
0.86
1.07
0.00
2.34
5.00
0.00
6.56
6.56
6.94
16.40
0.00
0.00
1-18
0.34
0.90
0.31
0.00
2.65
5.00
0.00
7.17
7.17
6.83
18.24
0.00
0.00
1-12
0.55
0.90
0.50
0.00
0.50
5.00
0.00
0.00
5.00
7.23
3.61
0.00
0.00
1-11
0.55
0.90
0.50
0.00
0.99
5.00
0.00
5.67
5.67
7.11
7.09
0.00
0.00
1-10
0.55
0.90
0.50
0.00
1.49
5.00
0.00
6.17
6.17
7.01
10.50
0.00
0.00
1-16
0.16
0.90
0.14
0.00
0.14
5.00
0.00
0.00
5.00
7.23
1.05
0.00
0.00
1-15
0.37
0.90
0.33
0.00
0.33
5.00
0.00
0.00
5.00
7.23
2.43
0.00
0.00
1-14
0.46
0.90
0.41
0.00
0.75
5.00
0.00
5.64
5.64
7.11
5.35
0.00
0.00
1-13
0.51
0.90
0.46
0.00
1.21
5.00
0.00
6.09
6.09
7.03
8.54
0.00
0.00
1-17
1.22
0.80
0.98
0.00
0.98
5.00
0.00
0.00
5.00
7.23
7.11
0.00
0.00
1-9
0.10
0.90
0.09
0.00
0.09
5.00
0.00
0.00
5.00
7.23
0.66
0.00
0.00
1-8
0.07
0.90
0.06
0.00
0.15
5.00
0.00
5.60
5.60
7.12
1.10
0.00
0.00
1-7
0.61
0.90
0.55
0.00
1.68
5.00
0.00
7.97
7.97
6.68
11.29
0.00
0.00
1-6
1.06
0.90
0.95
0.00
2.63
5.00
0.00
8.54
8.54
6.57
17.44
0.00
0.00
1-5
0.37
0.90
0.33
0.00
4.32
5.00
0.00
9.12
9.12
6.46
28.11
0.00
0.00
1-4
0.50
0.90
0.45
0.00
6.25
5.00
0.00
9.75
9.75
6.35
39.99
0.00
0.00
1-3
0.40
0.90
0.36
0.00
9.26
5.00
0.00
10.12
10.12
6.28
58.61
0.00
0.00
1-2
0.35
0.90
0.32
0.00
9.58
5.00
0.00
10.50
10.50
6.22
59.98
0.00
0.00
J--1
N/A
N/A
N/A
N/A
13.30
N/A
0.00
10.73
10.73
6.18
82.79
NIA
N/A
Outlet
N/A
N/A
N/A
I NIA
1 13.30
N/A
0.00
11.32
11.32
6.08
81,46
N/A
N/A
Project Title: SMITH CREEK POND 1 DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c:\haestad\stmc\96037a.stm SITEWORKS DESIGN GROUP StormCAD v1.0
03/06/97 01:49:27 PM ® Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA [phone] Page 1 of 1

Pipe Report
Pipe
Upstream
Node
Downstream
Node
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
System
Intensity
(in/hr)
Discharge
(cfs)
Length
(fl)
Constructed
Slope
(ft/ft)
Section
Size
Roughness
P-25
1-24
1-23
1.24
0.90
1.12
1.12
7.23
8.13
190.00
0.003684
18 inch
0.010
P-24
1-23
1-22
1.24
0.90
1.12
2.23
7.10
15.98
175.00
0.003429
24 inch
0.010
P-23
1-22
1-1
1.24
0.90
1.12
3.35
7.00
23.61
174.00
0.006897
24 inch
0.010
P-2
1-1
J-1
0.42
0.90
0.38
3.73
6.92
26.00
160.00
0.002500
30 inch
0.010
P-22
1-21
1-20
0.57
0.90
0.51
0.51
7.23
3.74
186.00
0.002688
15 inch
0.010
P-21
1-20
1-19
0.85
0.90
0.77
1.28
7.04
9.07
168.00
0.005952
18 inch
0.010
P-20
1-19
1-18
1.24
0.86
1.07
2.34
6.94
16.40
189.00
0.003333
24 inch
0.010
P-19
1-18
1-3
0.34
0.90
0.31
2.65
6.83
18.24
127.00
0.001496
30 inch
0.010
P-13
1-12
1-11
0.55
0.90
0.50
0.50
7.23
3.61
118.00
0.003390
15 inch
0.010
P-12
1-11
1-10
0.55
0.90
0.50
0.99
7.11
7.09
120.00
0.005000
18 inch
0.010
P-11
1-10
1-4
0.55
0.90
0.50
1.49
7.01
10.50
122.00
0.009508
18 inch
0.010
P-17
1-16
1-5
0.16
0.90
0.14
0.14
7.23
1.05
58.00
0.008621
12 inch
0.010
P-16
1-15
1-14
0.37
0.90
0.33
0.33
7.23
2.43
119.00
0.003361
12 inch
0.010
P-15
1-14
1-13
0.46
0.90
0.41
0.75
7.11
5.35
118.00
0.004237
15 inch
0.010
P-14
1-13
1-5
0.51
0.90
0.46
1.21
7,03
8.54
119.00
0.005042
18 inch
0.010
P-18
1-17
1-7
1.22
0.80
0.98
0.98
7.23
7.11
45,00
0,004444
18 inch
0.010
P-10
1-9
1-8
0.10
0.90
0.09
0.09
7.23
0.66
30.00
0.006667
12 inch
0.010
P-9
1-8
1-7
0.07
0.90
0.06
0.15
7.12
1.10
199.00
0.004020
12 inch
0.010
P-8
1-7
1-6
0.61
0.90
0.55
1.68
6.68
11.29
122.00
0.003279
24 inch
0.010
P-7
1-6
1-5
1.06
0.90
0.95
2.63
6.57
17.44
194.00
0.004330
24 inch
0.010
P-6
1-5
1-4
0.37
0.90
0.33
4.32
6.46
28.11
152.00
0.001447
36 inch
0.010
P-5
1-4
1-3
0.50
0.90
0.45
6.25
6.35
39.99
104.00
0.001538
42 inch
0.010
P-4
1-3
1-2
0.40
0.90
0.36
9.26
6.28
58.61
150.00
0.002200
42 inch
0.010
P-3
1-2
J-1
0.35
0.90
0.32
9.58
6.22
59.98
93.00
0.002688
42 inch
0.010
P-30
J-1
Outlet
N/A
N/A
N/A
13.30
6.18
82.79
269.00
0.001115
54 inch
0.010
Project Title: SMITH CREEK POND 1 DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
cAhaesladlslmc\96037a.stm SITEWORKS DESIGN GROUP StormCAD v1.0
03106/97 01:49:44 PM 0 Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA [phone] Page 1 of 1

Combined Pipe/Node Report
o u -i r L-L- ^13"
Pipe
Upstream
Node
Downstream
Node
Length
(ft)
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
Inlet
Discharge
(cfs)
Section
Size
Capacity
(cfs)
Average
Velocity
(ft/s)
Upstream
Invert
Elevation
(ft)
P-25
1-23
1-22
110.00
0.92
0.90
0.83
0.83
6.03
18 inch
8.23
3.64
36.20
P-24
1-22
1-21
136.00
0.55
0.90
0.50
1.32
3.61
18 inch
9.80
5.39
35.80
P-23
1-21
1-20
157.00
0.86
0.90
0.77
2.10
5.64
24 inch
16.60
5.48
35.10
P-22
1-20
1-19
144.00
0.16
0.90
0.14
2.24
1.05
24 inch
16.44
5.34
34.60
P-21
1-19
1-18
108.00
0.20
0.90
0.18
2.42
1.31
30 inch
19.87
4.29
34.15
P-27
1-25
1-17
15.00
1.11
0.90
1.00
1.00
7.28
18 inch
7.88
4.12
35.85
P-16
1-17
1-16
152.00
0.38
0.90
0.34
1.34
2.49
24 inch
10.40
3.11
35.80
P-17
1-16
1-15
108.00
0.51
0.90
0.46
1.80
3.35
24 inch
12.97
4.08
35.61
P-16
1-15
1-14
105.00
0.51
0.90
0.46
2.26
3.35
24 inch
16.49
5.06
35.40
P-15
1-14
1.6
165.00
0.50
0.90
0.45
2.71
3.28
30 inch
20.75
3.92
35.10
P-26
1-24
1-10
14.00
1.11
0.80
0.89
0.89
6.47
18 inch
7.30
3.66
35.67
P-14
1-13
1-12
34.00
0.06
0.90
0.05
0.05
0.39
12 inch
1.79
0.50
36.13
P-13
1-12
1-11
197.00
0.06
0.90
0.05
0.11
0.39
12 inch
1.78
0.97
36.07
P-12
1-11
1.10
101.00
0.13
0.90
0.12
0.23
0.85
12 inch
1.79
1.85
35.78
P-11
1-10
1.9
97.00
0.22
0.90
0.20
1.31
1.44
241nch
11.29
2.62
35.63
P-10
1-9
1-8
109.00
0.45
0.90
0.41
1.72
2.95
241nch
11.37
3.37
35.48
P-9
1-8
1.7
105.00
0.45
0.90
0.41
2.12
2.95
241nch
13.49
4.11
35.32
P-8
1-7
1-6
113.00
0.40
0.90
0.36
2.48
2.62
241nch
15.40
4.74
35.16
P-7
1.6
1-5
105.00
0.41
0.90
0.37
5.56
2.69
36 inch
32.77
5.42
34.85
P-6
1-5
1-4
89.00
0.39
0.90
0.35
5.91
2.56
36 inch
35.59
5.71
34.70
P-5
1-4
1-3
117.00
0.28
0.90
0.25
6.16
1.84
36lnch
35.85
5.93
34.55
P-4
1-3
1-2
119.00
0.55
0.90
0.50
6.66
3.61
36lnch
39.74
6.36
34.35
P-3
1-2
1-1
121.00
0.83
0.90
0.75
7.40
5.44
361nch
43.17
7.01
34.10
P-20
1-1
1-18
91.00
0.62
0.90
0.56
7.96
4.07
361nch
45.44
7.60
33.80
P-'19
1-18
Outlet
20.00
0.16
0.90
0.14
10.53
1.05
48 inch
93.36
7.86
33.55
Project Title: SMITH CREEK POND 2 DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c:%haestadlstmc19960.37b.stm SITEWORKS DESIGN GROUP StormCAD v1.0
1206/96 02:16:08 AM ®Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 0670E USA (203) 7551666 Page 1 of 1

Pipe Report
o V TFA r--L- "is,
Pipe
Upstream
Node
Downstream
Node
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
System
Intensity
(inlhr)
Discharge
(cfs)
Length
(ft)
Constructed
Slope
Wit)
Section
Size
Roughness
P-25
1-23
1-22
0.92
0.90
0.83
0.83
7.23
6.03
110.00
0.003636
18 inch
0.010
P-24
1.22
1.21
0.55
0.90
0.50
1.32
7.14
9.52
136.00
0.005147
18 inch
0.010
P-23
1.21
1-20
0.86
0.90
0.77
2.10
7.06
14.92
157.00
0.003185
24 inch
0.010
P-22
1-20
1-19
0.16
0.90
014
2.24
6.97
15.74
144.00
0,003125
24inch
0.010
P-21
1-19
1-18
0.20
0.90
0.18
2.42
6.89
16.80
108.00
0.001389
30 inch
0,010
P-27
1-25
1.17
1.11
0.90
1.00
1.00
7.23
7.28
15.00
0.003333
18 inch
0.010
P-18
1-17
1-16
0.38
0.90
0.34
1.34
7.22
9.76
152.00
0.001250
24 inch
0.010
P-17
1-16
1-15
0.51
0.90
0.46
1.80
7.07
12.82
108.00
0.001944
24 inch
0.010
P-16
1-15
1-14
0.51
0.90
0.46
2.26
6.98
15.91
105.00
0.003143
24 inch
0.010
P-15
1-14
1.6
0.50
0.90
0.45
2.71
6.92
18.90
165.00
0.001515
30 inch
0.010
P-26
1-24
1-10
1.11
0.80
0.89
0.89
7.23
6.47
14.00
0.002857
18 inch
0.010
P-14
1-13
1-12
0.06
0.90
0.05
0.05
7.23
0.39
34.00
0.001500
12 inch
0.010
P-13
1-12
1-11
0.06
0.90
0.05
0.11
7.02
0.76
197.00
0.001482
12 inch
0.010
P-12
1-11
1-10
0.13
0.90
0.12
0.23
6.39
1.45
101.00
0.001495
12 inch
0.010
P-11
1-10
1-9
0.22
0.90
0.20
1.31
6,23
8.23
97.00
0.001474
24 inch
0.010
P-10
1-9
1.8
0.45
0.90
0.41
1.72
6.12
10.59
109.00
0.001495
24 inch
0.010
P-9
1-8
1-7
0.45
0.90
0.41
2.12
6.03
12.90
105.00
0.002105
24 inch
0.010
P-8
1-7
1-6
0.40
0.90
0.36
2.48
5.96
14.91
113.00
0.002743
24 inch
0,010
P-7
1-6
1-5
0.41
0.90
0.37
5.56
5.89
33.02
105.00
0.001429
36 inch
0.010
P-6
1-5
1-4
0.39
0.90
0.35
5.91
5.84
34.78
89.00
0.001685
Winch
0.010
P-5
1-4
1-3
0.28
0.90
0.25
6.16
5.79
35.99
117.00
0.001709
36 inch
0.010
P-4
1-3
1-2
0.55
0.90
0.50
6.66
5.74
38.50
119.00
0.002101
36 inch
0.010
P-3
1-2
1.1
0.83
0.90
0.75
7.40
5.68
42.43
121.00
0.002479
36 inch
0.010
P-20
1-1
1-18
0.62
0.90
0.56
7.96
5.64
45.23
91.00
0.002747
36 inch
0.010
P-19
1-18
Outlet
0.16
0.90
0.14
10.53
5.60
59.44
20.00
0.002500
48 inch
0,010
Project Title: SMITH CREEK POND 2 DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c:%haestodlst=06037b.stm SITEWORKS DESIGN GROUP S1ofmCAD AD
12)06196 02:18:45 AM ®Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06706 USA [phone] Page 1 of 1

Node Report
Node
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
External
CA
(acres)
Total
CA
(acres)
Inlet
TC
(min)
External
TC
(min)
Upstream
Flow
Time
(min)
System
Flow
Time
(min)
System
Intensity
(inlhr)
Total
Watershed
(CIA)
(cfs)
Additional
Flow
(cfs)
Carryover
(cfs)
1-23
0.92
0.90
0.83
0.00
0.83
5.00
0.00
0.00
5.00
7.23
6.03
0.00
0.00
1-22
0.55
0.90
0.50
0.00
1.32
5.00
0.00
5.50
5.50
7.14
9.52
0.00
0.00
1-21
0.86
0.90
0.77
0.00
2.10
5.00
0.00
5.92
5.92
7.06
14.92
0.00
0.00
1-20
0.16
0.90
0.14
0.00
2.24
5.00
0.00
6.40
6.40
6.97
15.74
0.00
0.00
1-19
0.20
0.90
0.16
0.00
2.42
5.00
0.00
6.85
6.85
6.89
16.80
0.00
0.00
1-25
1.11
0.90
1.00
0.00
1.00
5.00
0.00
0.00
5.00
7.23
7.28
0.00
0.00
1-17
0.38
0.90
0.34
0.00
1.34
5.00
0.00
5.06
5.06
7.22
9.76
0.00
0.00
1-16
0.51
0.90
0.46
0.00
1.80
5.00
0.00
5.88
5.88
7.07
12.82
0.00
0.00
1-15
0.51
0.90
0.46
0.00
2.26
5.00
0.00
6.32
6.32
6.98
15.91
0.00
0.00
1-14
0.50
0.90
0.45
0.00
2.71
5.00
0.00
6.66
6.66
6.92
18.90
0.00
0.00
1-24
1.11
0.80
0.89
0.00
0.89
5.00
0.00
0.00
5.00
7.23
6.47
0.00
0.00
1-13
0.06
0.90
0.05
0.00
0.05
5.00
0.00
0.00
5.00
7.23
0.39
0.00
0.00
1-12
0.06
0.90
0.05
0.00
0.11
5.00
0.00
6.13
6.13
7.02
0.76
0.00
0.00
1-11
0.13
0.90
0.12
0.00
0.23
5.00
0.00
9.51
9.51
6.39
1.45
0.00
0.00
1-10
0.22
0.90
0.20
0.00
1.31
5.00
0.00
10.42
10.42
6.23
8.23
0.00
0.00
1-9
0.45
0.90
0.41
0.00
1.72
5.00
0.00
11.03
11.03
6.12
10.59
0.00
0.00
1-8
0.45
0.90
0.41
0.00
2.12
5.00
0.00
11.57
11.57
6.03
12.90
0.00
0.00
1-7
0.40
0.90
0.36
0.00
2.48
5.00
0.00
12.00
12.00
5.96
14.91
0.00
0.00
1-6
0.41
0.90
0.37
0.00
5.56
5.00
0.00
12.40
12.40
5.89
33.02
0.00
0.00
1-5
0.39
0.90
0.35
0.00
5.91
5.00
0.00
12.72
12.72
5.84
34.78
0.00
0.00
1-4
0.28
0.90
0.25
0.00
6.16
5.00
0.00
12.98
12.98
5.79
35.99
0.00
0.00
1-3
0.55
0.90
0.50
0.00
6.66
5.00
0.00
13.31
13.31
5.74
38.50
0.00
0.00
1-2
0.83
0.90
0.75
0.00
7.40
5.00
0.00
13.62
13.62
5.68
42.43
0.00
0.00
1-1
0.62
0.90
0.56
0.00
7.96
5.00
0.00
13.91
13.91
5.64
45.23
0.00
0.00
1-16
0.16
0.90
0.14
0.00
10.53
5.00
0.00
14.11
14.11
5.60
59.44
0.00
0.00
Outlet
N/A
N/A
I N/A
N/A
10.53
N/A
0.00
14.15
14.15
5.59
59.37
N/A
I N/A
Project Title: SMITH CREEK POND 2 DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c9haes1ad\s1mcl96G37b.stm SITEWORKS DESIGN GROUP StormCAD vl.0
12M606 02:17:13 AM 0 Hassled Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA [phone] Page 1 of 1

Combined Pipe/Node Report
L2VTF/-11-L 'c"
Pipe
Upstream
Node
Downstream
Node
Length
(ft)
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
Inlet
Discharge
(cfs)
Section
Size
Capacity
(cfs)
Average
Velocity I
(f fs)
Upstream
Invert
Elevation
01)
P-15
1-14
1.4
47.00
0.90
0.95
0.86
0.86
6.23
15 inch
8.66
5.08
35.30
P-13
1-12
1-11
72.00
0.54
0.95
0.51
0.51
3.74
15 inch
6.26
3.05
35.80
P-14
1-13
1-7
15.00
1.27
0.80
1.02
1.02
7.40
18 inch
11.15
4.19
35.70
P-12
1-7
1-11
118.00
0.26
0.90
0.23
1.25
1.71
24 inch
12.11
2.90
35.60
P-11
1-11
1-5
148.00
0.26
0.95
0.25
2.01
1.80
24 inch
15.29
4.57
35.40
P-4
1-5
1-4
117.00
0.96
0.95
0.91
2.92
6.65
30 inch
22.04
4.46
35.00
P-3
1-4
1.3
133.00
0.17
0.95
0.16
3.94
1.18
30 inch
27.35
5.83
34.80
P-2
1-3
1.2
117.00
0.67
0.90
0.60
4.54
4.39
36 inch
31.04
5.38
34.45
P-1
1-2
1-1
137.00
0.75
0.90
0.68
5.22
4.92
36 inch
35.22
6.43
34.30
P-7
I-1
Outlet
37.00
0.11
0.95
0.10
5.32
0.76
36 inch
37.71
7.06
34.07
Project Title: SMITH CREEK POND DRAINAGE BASIN Project Engineer: tARRV SNEEDEN
c:lhaestadWrnoN96037c.stm SITEWORKS DESIGN GROUP StormCAD vl.0
12r05M6 03:36:36 AM 0 Haested Methods. Inc. 37 Brookside Road Waterbury. CT 06709 USA [phone] Page 1 of 1

Pipe Report
ou; FqL. L.
Pipe
Upstream
Node
Downstream
Node
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
Total
CA
(acres)
System
Intensity
(in/hr)
Discharge
(cfs)
Length
(ft)
Constructed
Slope
(ftRt)
Section
Size
Roughness
P-15
1-14
1-4
0.90
0.95
0.86
0.86
7.23
6.23
47.00
0.010638
15 inch
0.010
P-13
1-12
1-11
0.54
0.95
0.51
0.51
7.23
3.74
72.00
0,005556
15 inch
0.010
P-14
1-13
1-7
1.27
0.80
1.02
1.02
7.23
7.40
15.00
0.006667
18 inch
0.010
P-12
1-7
1-11
0.26
0.90
0.23
1.25
7.22
9.10
118.00
0.001695
24 inch
0.010
Pr11
1-11
1-5
0.26
0.95
0.25
2.01
7.09
14.37
148.00
0.002703
24 inch
0.010
P•4
1-5
1-4
0.96
0.95
0.91
2.92
6.99
20.59
117.00
0.001709
30 inch
0.010
P-3
1-4
1.3
0.17
0.95
0.16
3.94
6.91
27.44
133.00
0.002632
30 inch
0.010
P-2
1-3
1.2
0.67
0.90
0.60
4.54
6.84
31.31
117.00
0.001282
36 inch
0.010
P•1
1-2
1-1
0.75
0.90
0.68
5.22
8.77
35.61
137.00
0.001650
36 inch
0.010
P-7
1-1
Outlet
0.11
0.95
0.10
5.32
6.71
35.97
37.00
0.001892
36 inch
0.010
Project Title: SMITH CREEK POND DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c:Utaestadkstmcl9EO37c.stm SITEWORKS DESIGN GROUP StonnCAD vl.0
1205196 03:47:13 AM 0 Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA (203) 755-16W Page 1 of 1

Node Report
Node
Inlet
Area
(acres)
Weighted
Roughness
Coefficient
Inlet
CA
(acres)
External
CA
(acres)
Total
ICA
(acres)
Inlet
TC
(min)
External
TC
(min)
Upstream
Flow
Time
(min)
System
Flow
Time
(min)
System
Intensity
(In/hr)
Total
Watershed
(CIA)
(cfs)
Additional
Flow
(cfs)
Carryover
(cfs)
1-14
0.90
0.95
0.86
0.00
0.86
5.00
0.00
0.00
5.00
7.23
6.23
0.00
0.00
1-12
0.54
0.95
0.51
0.00
0.51
5.00
0.00
0.00
5.00
7.23
3.74
0.00
0.00
1-13
1.27
0.80
1.02
0.00
1.02
5.00
0.00
0.00
5.00
7.23
7.40
0.00
0.00
1-7
0.26
0.90
0.23
0.00
1.25
5.00
0.00
5.06
�.06
7.22
9.10
0.00
0.00
1-11
0.26
0.95
0.25
0.00
2.01
5.00
0.00
5.74
5.74
7.09
14.37
0.00
0.00
1.5
0.96
0.95
0.91
0.00
2.92
5.00
0.00
6.28
6.28
6.99
20.59
0.00
0.00
1-4
0.17
0.95
0.16
0.00
3.94
5.00
0.00
6.72
6.72
6.91
27.44
0.00
0.00
1-3
0.67
0.90
0.60
0.00
4.54
5.00
0.00
7.10
7.10
6.84
31,31
0.00
0.00
1-2
0.75
0.90
0.68
0.00
5.22
5.00
0.00
7.46
7.46
6.77
35.151
0.00
0.00
1-1
0.11
0.95
0.10
0.00
5.32
5.00
0.00
7.81
7.81
6.71
35.97
0.00
0.00
Outlet
I N/A
N/A
N/A
N/A
5.32
N/A
0.00
7.90
7.90
6.69
35.1
NIA
N/A
Project Title: SMITH CREEK POND DRAINAGE BASIN Project Engineer: TARRY SNEEDEN
c:\haestadlslmcl96E37c.stm SITEWORKS DESIGN GROUP StormCAD vl.0
1205W 03:41:51 AM 0 Haestad Methods, Inc. 37 Brookside Road Waterbury, CT 06706 USA [phone] Page 1 of 1

Project Title: SMITH CREEK POND DRAINAGE BASIN Project Engineer: LARRY SNEEDEN
c:Xhaestadlstmcl96337c.slm SITEWORKS DESIGN GROUP StormCAD v1.0
12i05r96 03:15:40 AM 0 Hassled Methods, Inc. 37 Brookside Road Waterbury, CT 06708 USA (203) 7551666 Page 1 of 1

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 1
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HVdroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
WATERSHED ROUTING
O❑
12
a
o
o
°(°
0 A,T
0 0
1E (--o<--o
� �
4
O5❑,A22
5
�O
T
6
O ❑
T
O—� ❑
OSUBCRTCHMENT ❑ REACH A POND 2 LINK

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 2
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydrOCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
SUBCATCHMENT 1 Undeveloped Property -East of Outfall Ditch
PEAK= 10.56 CFS ® 13.07 HRS, VOLUME= 1.52 AF
ACRES CN SCS TR-20 METHOD
9.00 65 Undeveloped Property(Trees/Grass TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
TR-55 SHEET FLOW Undeveloped Property 79.6
Woods: Light underbrush n=.4 L=450' P2=4.5 in s=.01
SUBCATCHMENT 2 Everhart Nissan Dealership
PEAK= 25.81 CFS ® 12.01 HRS, VOLUME= 1.22 AF
ACRES CN SCS TR-20 METHOD
3.50 95 Commercial/Business TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment Tc (min)
TR-55 SHEET FLOW Everhart Nissan To OUTFALL 2.5
Smooth surfaces n=.011 L=150' P2=4.5 in s=.005 '/'
SUBCATCHMENT 3
AREA TO POND 1
PEAK= 114.9 CFS O 12.07 HRS, VOLUME= 6.16 AF
ACRES CN SCS TR-20 METHOD
20.05 85 BLDGS, PAVE., & POND TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment Tc (min)
TR-55 SHEET FLOW PAVEMENT 3.2
n=.015 L=150' P2=4.5 in s=.005 '/'
CIRCULAR CHANNEL PIPE 3.5
48" Diameter a=12.57 sq-ft Pw=12.6' r=1'
s=.0015 '/' n=.01 V=5.76 fps L=1200' Capacity=72.3 cfs
Total Length= 1350 ft Total Tc= 6.7

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 3
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydrOCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
SUBCATCHMENT 4 Undeveloped Tract(Zoned O&I)
PEAK= 20.91 CFS W 13.05 HRS, VOLUME= 2.99 AF
ACRES CN
17.00 66 Woods/Grass/Pond
SCS TR-20 METHOD
TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment Tc (min)
TR-55 SHEET FLOW Undeveloped Woods/Gress 75.9
Woods: Light underbrush n=.4 L=300' P2=4.5 in s=.005
CIRCULAR CHANNEL PIPE TO CULVERT 2.9
24" Diameter a=3.14 sq-ft Pw=6.3' r=.5'
s=.002 '/' n=.012 V=3.49 fps L=600' Capacity=ll cfs
Total Length= 900 ft Total Tc= 78.8
SUBCATCHMENT 5 AREA TO SMITH CREEK STATION POND 2
PEAK= 104.7 CFS O 12.08 HRS, VOLUME= 5.76 AF
ACRES CN SCS TR-20 METHOD
19.40 83 BLDGS, PAVE & POND TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment Tc (min)
TR-55 SHEET FLOW PAVEMENT3 .2
n=.015 L=150' P2=4.5 in s=.005
CIRCULAR CHANNEL PIPE 4.1
48" Diameter a=12.57 sq-ft Pw=12.6' r=1'
s=.0015 '/, n=.01 V=5.76 fps L=1400' Capacity=72.3 cfs
Total Length= 1550 ft Total Tc= 7.3

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 4
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
SUBCATCHMENT 6 Developed(Corp. Ctr,Ashton Sq.,Residential
PEAK= 46.07 CFS O 13.09 HRS, VOLUME= 6.59 AF
ACRES
CN
SCS TR-20 METHOD
15.50
77 Ashton Square
TYPE III 24-HOUR
2.90
89 Corporate Center
RAINFALL= 7.0 IN
17.40
51 Residential
SPAN= 11-15 HRS,
dt=.05 HRS
8.20
45 Undeveloped 0&I
Tract
44.00
62
Method
Comment
Tc (min)
TR-55 SHEET
FLOW
Subdivision
Sheet Flow
69.4
Grass: Dense
n=.24 L=200'
P2=4.5 in
s=.001
RECT/VEE/TRAP CHANNEL
Ditch to
Racine
10.1
W=1' D=3'
SS= 2 '/' a=7.5
sq-ft Pw=7.7'
r=.973'
s=.001 '/'
n=.02 V=2.31 fps
L=1400'
Capacity=17.3 cfs
Total Length= 1600 ft Total Tc= 79.5
SUBCATCHMENT 7 Residential, Liberty Commons
PEAK=
29.57
CFS @ 12.70 HRS, VOLUME= 3.37 AF
ACRES
CN
SCS TR-20
METHOD
5.00
89 Commercial/Business
TYPE III
24-HOUR
19.00
51 Residential
RAINFALL=
7.0 IN
24.00
59
SPAN= 11-15
HRS,
dt=.05 HRS
Method
Comment
Tc (min)
TR-55
SHEET
FLOW Residential
Sheet Flow
36.5
Grass:
Dense
n=.24 L=200' P2=4.5 in s=.005
'/'
RECT/VEE/TRAP
CHANNEL Ditch Thru
Residential to
Racine
13.5
W=1'
D=2'
SS= 2 '/' a=4 sq-ft Pw=5.5'
r=.731'
s=.001
'/'
n=.02 V=1.91 fps L=1550' Capacity=7.6
cfs
Total Length= 1750 ft Total Tc= 50.0

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 5
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydrOCAD 4 523 000479 (c) 1986-1996 Applied Microcomputer Systems
SUBCATCHMENT 8 NC 132
PEAK= 53.46 CFS O 12.49 HRS, VOLUME= 5.28 AF
ACRES CN
SCS TR-20 METHOD
6.00 98 Aphalt
Roadway
TYPE III 24-HOUR
18.50 61 Grass
RAINFALL= 7.0 IN
24.50 70
SPAN= 11-15 HRS, dt=.05
HRS
Method
Comment Tc
(min)
TR-55 SHEET FLOW
NC 132 Overpass Approach & Ramp
26.3
Grass: Short n=.15
L=300'
P2=4.5 in s=.01 '/,
CIRCULAR CHANNEL
Culvert under Ramp
10.1
24" Diameter a=3.14
sq-ft Pw=6.3'
r=.5'
s=.001 '/' n=.012
V=2.47 fps
L=1500' Capacity=7.7 cfs
Total Length= 1800 ft Total Tc=
36.4
SUBCATCHMENT 9
Market
Place Mall
PEAK= 139.8 CFS @ 12.08 HRS, VOLUME= 7.80 AF
ACRES CN SCS TR-20 METHOD
23.00 92 Commercial/Business TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment TC (min)
TR-55 SHEET FLOW Market Place Mall (Asphalt) 3.5
Smooth surfaces n=.011 L=325' P2=4.5 in 5=.01 '/,
CIRCULAR CHANNEL Market Place Mall (culverts) 4.3
24" Diameter a=3.14 sq-ft Pw=6.3' r=.5'
s=.003 '/' n=.012 V=4.27 fps L=1100' Capacity=13.4 cfs
Total Length= 1425 ft Total Tc= 7.8
SUBCATCHMENT 11 EXIST. COMMERCIAL DEV. TO REACH #4
PEAK= 28.69 CFS @ 12.29 HRS, VOLUME= 2.36 AF
ACRES CN
6.90 92 COMMERCIAL
SCS TR-20 METHOD
TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment TC (min)
CURVE NUMBER (LAG) METHOD PARKING LOT 19.3
L=600' 5=.005 '/'
CIRCULAR CHANNEL PIPE TO REACH #4 4.5
30" Diameter a=4.91 sq-ft Pw=7.9' r=.625'
s=.002 '/' n=.012 V=4.05 fps L=1100' Capacity=19.9 cfs
Total Length= 1700 ft Total Tc= 23.8

Data for SMITH CREEK STA. W/RSV. POND AND LINED DITCH Page 6
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
SUBCATCHMENT 12 COMMERCIAL AREA TO REACH #1
PEAK= 35.73 CFS M 12.25 HRS, VOLUME= 2.76 AF
ACRES CN
8.10 92 COMMERCIAL AREA
SCS TR-20 METHOD
TYPE III 24-HOUR
RAINFALL= 7.0 IN
SPAN= 11-15 HRS, dt=.05 HRS
Method Comment TC (min)
CURVE NUMBER (LAG) METHOD SHEET FLOW 11.1
L=300' s=.005 '/, '
CIRCULAR CHANNEL PIPE TO REACH # 2 9.6
24" Diameter a=3.14 sq-ft Pw=6.3' r=.5'
s=.002 '/' n=.012 V=3.49 fps L=2000' Capacity=ll cfs
Total Length- 2300 ft Total Tc= 20.7

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 7
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 1
CULVERTS AT MARKET ST.
Qin = 215.7 CFS ® 12.89 HRS, VOLUME= 38.49 AF
Qout= 200.8 CFS O 12.64 HRS, VOLUME= 38.42 AF
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 -0.0 0.00
.5 1.7 3.98
.9 4.5 16.69
1.4 8.0 37.31
3.2 23.8 159.53
3.6 27.3 186.25
4.1 30.2 203.08
4.2 31.0 204.97
4.4 31.5 203.07
4.5 31.8 190.55
REACH 2
54" PIPE X 2
n= .012
LENGTH= 130 FT
SLOPE= .002 FT/FT
ATTEN= 7%, LAG= 0.0 MIN
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.50 FT
PEAK VELOCITY= 6.8 FPS
TRAVEL TIME _ .3 MIN
SPAN= 11-15 HRS, dt=.04 HRS
DITCH FROM MARKET PLACE TO MARKET STREET
Qin = 206.3 CFS ® 12.73 HRS, VOLUME= 38.00 AF
Qout= 205.8 CFS @ 12.87 HRS, VOLUME= 36.97 AF, ATTEN= 0%, LAG= 8.5 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 0.0 0.00
.6 3.4 3.99
1.2 7.4 12.90
1.8 12.2 26.17
2.6 19.6 50.08
3.6 31.0 93.58
4.8 47.0 164.27
6.0 66.0 258.28
REACH 3
5' x 6' CHANNEL
SIDE SLOPE= 1
n= .025
LENGTH= 1000 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 5.33 FT
PEAK VELOCITY= 3.7 FPS
TRAVEL TIME = 4.5 MIN
SPAN= 11-IS HRS, dt=.04 HRS
DITCH FROM POND 1 OUTFALL TO MARKET PLACE
Qin = 144.9 CFS ® 13.00 HRS, VOLUME= 23.20 AF
Qout= 144.6 CFS O 13.09 HRS, VOLUME= 22.73 AF, ATTEN= 0%, LAG= 5.8 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 0.0 0.00
.6 3.4 3.99
1.2 7.4 12.90
1.8 12.2 26.17
2.6 19.6 50.08
3.6 31.0 93.58
4.8 47.0 164.27
6.0 66.0 258.28
5' x 6' CHANNEL
SIDE SLOPE= 1
n= .025
LENGTH= 680 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.47 FT
PEAK VELOCITY= 3.4 FPS
TRAVEL TIME = 3.3 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 8
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 4 DITCH FROM HEADWALL TO POND 1 DISCHARGE
Qin = 122.3 CFS @ 12.93 HRS, VOLUME= 19.17 AF
Qout= 122.1 CPS @ 13.02 HRS, VOLUME= 18.85 AF, ATTEN= 096, LAG= 5.2 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 0.0 0.00
.6 3.4 3.99
1.2 7.4 12.90
1.8 12.2 26.17
2.6 19.6 50.08
3.6 31.0 93.58
4.8 47.0 164.27
6.0 66.0 258.28
REACH 5
5' x 6' CHANNEL
SIDE SLOPE= 1
n= .025
LENGTH= 600 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.08 FT
PEAK VELOCITY= 3.3 FPS
TRAVEL TIME = 3.1 MIN
SPAN= 11-15 HRS, dt=.05 HRS
PIPE FROM POND 2 OUTLET TO HEADWALL
Qin = 95.26 CFS O 12.93 HRS, VOLUME= 13.86 AF
Qout= 95.19 CFS ® 12.95 HRS, VOLUME= 13.83 AF, ATTEN= 0%, LAG= .8 MIN
DEPTH END AREA DISCH
(FT) (SQ-FT) (CFS)
0.0 -0.0 0.00
.5 1.0 2.04
1.0 2.8 8.56
1.5 5.0 19.14
3.5 14.7 81.83
4.0 16.8 95.54
4.5 18.6 104.17
4.7 19.2 105.14
4.9 19.5 104.16
5.0 19.6 .97.74
60" PIPE
n= .012
LENGTH= 160 FT
SLOPE= .0012 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 3.99 FT
PEAK VELOCITY= 5.7 FPS
TRAVEL TIME _ .5 MIN
SPAN= 11-15 HRS, dt=.05 HRS
REACH 6 PIPE ALONG MARKET PL DR TO POND 2 OUTLET
Qin = 72.52 CFS M 12.94 HRS, VOLUME= 9.91 AF
Qout= 72.38 CFS @ 12.96 HRS, VOLUME= 9.87 AF, ATTEN= 0%, LAG=
DEPTH
END AREA
DISCH
(FT)
(SO -FT)
(CFS)
0.0
-0.0
0.00
.5
.8
1.54
.9
2.3
6.46
1.4
4.0
14.45
3.2
11.9
61.79
3.6
13.6
72.14
4.1
15.1
78.65
4.2
15.5
79.38
4.4
15.8
78.65
4.5
15.9
73.80
54" PIPE
n= .012
LENGTH= 190 FT
SLOPE= .0012 FT/FT
1.1 MIN
STOR-IND+TRANS METHOD
PEAK DEPTH= 3.62 FT
PEAK VELOCITY= 5.3 FPS
TRAVEL TIME _ .6 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 9
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 7 PIPE ALONG RACINE TO MARKET PL. DR.
Qin = 29.57 CFS ® 12.70 HRS, VOLUME= 3.37 AF
Qout= 29.21 CFS M 12.61 HRS, VOLUME= 3.32 AF, ATTEN= 1%, LAG= 6.6 MIN
DEPTH
END
AREA
DISCH
(FT)
(SO
-FT)
(CFS)
0.0
-0.0
0.00
.3
.4
.58
.6
1.0
2.45
.9
1.8
5.48
2.1
5.3
23.43
2.4
6.1
27.35
2.7
6.7
29.83
2.8
6.9
30.10
2.9
7.0
29.82
3.0
7.1
27.98
REACH 8
36" PIPE
n= .012
LENGTH= 850 FT
SLOPE= .0015 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 2.63 FT
PEAK VELOCITY= 4.5 FPS
TRAVEL TIME = 3.1 MIN
SPAN= 11-15 HRS, dt=.05 HRS
Outfall from Gateway and NC132
Qin = 53.31 CFS @ 12.49 HRS, VOLUME= 5.80 AF
Qout= 52.52 CFS @ 12.60 HRS, VOLUME= 5.73 AF, ATTEN= 1k, LAG= 6.7 MIN
DEPTH
END AREA
DISCH
(FT)
(SO -FT)
(CFS)
0.0
0.0
0.00
.4
.9
.23
.7
2.4
.84
1.1
4.3
1.68
1.5
7.5
4.02
2.1
13.0
8.36
2.8
21.3
16.13
3.5
31.5
27.22
REACH 9
2' x 3.5' CHANNEL
SIDE SLOPE= .5
n= .08
LENGTH= 200 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 5.10 FT
PEAK VELOCITY= 1.0 FPS
TRAVEL TIME = 3.5 MIN
SPAN= 11-15 HRS, dt=.04 HRS
OUTLET FROM MARKETPLACE MALL
Qin = 139.8 CFS @ 12.08 HRS, VOLUME= 7.80 AF
Qout= 17.42 CFS @ 11.55 HRS, VOLUME= 5.59 AF, ATTEN= 88%, LAG= 0.0 MIN
DEPTH
END
AREA
DISCH
(FT)
(SO
-FT)
(CFS)
0.0
-0.0
0.00
.2
.2
.36
.4
.4
1.52
.6
.8
3.39
1.4
2.3
14.51
1.6
2.7
16.94
1.8
3.0
18.47
1.9
3.1
18.64
1.9
3.1
18.47
2.0
3.1
17.33
24" PIPE
n= .012
LENGTH= 20 FT
SLOPE= .005 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 2.00 FT
PEAK VELOCITY= 6.3 FPS
TRAVEL TIME _ .1 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 10
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 10 PIPE FROM POND 1 TO OUTFALL
Qin =
25.28
CFS
M 12.49
HRS,
VOLUME= 4.40 AF
Qout-
25.24
CFS
© 12.55
HRS,
VOLUME= 4.35 AF,
ATTEN= 0%, LAG=
3.6
MIN
DEPTH
END
AREA
DISCH
(FT)
(SO
-FT)
(CFS)
42"
PIPE
STOR-IND+TRANS
METHOD
0.0
-0.0
0.00
PEAK DEPTH=
2.41
FT
.4
.5
.64
n=
.012
PEAK VELOCITY=
3.6
FPS
.7
1.4
2.70
LENGTH= 400 FT
TRAVEL TIME =
1.9
MIN
1.1
2.4
6.04
SLOPE= .0008 FT/FT
SPAN= 11-15 HRS, dt=.05
HRS
2.5
7.2
25.81
2.8
8.3
30.13
3.2
9.1
32.86
3.3
9.4
33.16
3.4
9.5
32.85
3.5
9.6
30.83

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 11
TEN YEAR 24-HOUR RAINFALL= 7.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydrOCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
POND 1
SMITH CREEK STATION POND 1
Qin = 114.9
CFS @ 12.07
HRS, VOLUME= 6.16 AF
Qout= 25.28
CFS @ 12.49
HRS, VOLUME= 4.40 AF,
ATTEN= 78%, LAG=
25.5 MIN
ELEVATION
AREA
INC.STOR CUM.STOR
STOR-IND METHOD
(FT)
(SF)
(CF) (CF)
PEAK STORAGE =
151290
CF
33.1
32400
0 0
PEAK ELEVATION=
37.1
FT
34.0
34800
30240 30240
FLOOD ELEVATION=
39.0
FT
34.9
36700
32175 62415
START ELEVATION=
33.1
FT
38.0
45000
126635 189050
SPAN= 11-15 HRS,
dt=.05
HRS
Tdet= 75.3 MIN (4.34
AF)
# ROUTE
INVERT
OUTLET DEVICES
1 P
33.1' 3.51,
ORIFICE/GRATE
Q=.6
PI r-2 SQR(29) SQR(H-r)
2 P
34.9' 4'
x .3' ORIFICE/GRATE X 3
Q=.6
Width 2/3 SQR(2g) (H-1.5
- [H-Height]"1.5)
3 P
37.1' 20'
SHARP -CRESTED RECTANGULAR
WEIR
Q=C L H"1.5 C=3.27+.4 H/4 L=Length-0(.1 H)
POND 2 SMITH CREEK STATION POND 2
Qin = 104.7 CFS O 12.08 HRS, VOLUME= 5.76 AF
Qout= 26.73 CFS O 12.48 HRS, VOLUME= 3.99 AF, ATTEN= 74%, LAG= 23.8 MIN
ELEVATION
AREA
INC.STOR
CUM.STOR
(FT)
(SF)
(CF)
(CF)
34.0
37000
0
0
35.6
41100
62480
62480
38.0
47500
106320
168800
STOR-IND METHOD
PEAK STORAGE = 137417 CF
PEAK ELEVATION= 37.3 FT
FLOOD ELEVATION= 38.0 FT
START ELEVATION= 34.0 FT
SPAN= 11-15 HRS, dt=.05 HRS
Tdet= 70.5 MIN (3.99 AF)
# ROUTE
INVERT
OUTLET DEVICES
1 P
34.0'
4"
ORIFICE/GRATE
Q=.6
PI r-2 SQR(2g) SQR(H-r)
2 P
35.6'
3'
x .5' ORIFICE/GRATE X 3
Q=.6
Width 2/3 SQR(29) (H'1.5 - [H-Height]-l.5)
3 P
37.3'
16'
SHARP -CRESTED RECTANGULAR WEIR
Q=C L H-1.5 C=3.27+.4 H/4 L=Length-0(.1 H)

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 12
FIFTY YEAR 24-HOUR RAINFALL= 9.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 1
CULVERTS AT MARKET ST.
Qin = 307.3 CFS @ 12.69 HRS, VOLUME= 54.99 AF
Qout= 195.1 CFS @ 12.38 HRS, VOLUME= 48.56 AF, ATTEN= 37W, LAG= 0.0 MIN
DEPTH END AREA DISCH
(FT) (SQ-FT) (CFS)
0.0 -0.0 0.00
.5 1.7 3.98
.9 4.5 16.69
1.4 8.0 37.31
3.2 23.8 159.53
3.6 27.3 186.25
4.1 30.2 203.06
4.2 31.0 204.97
4.4 31.5 203.07
4.5 31.8 190.55
REACH 2
54" PIPE X 2
n= .012
LENGTH= 130 FT
SLOPE= .002 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.50 FT
PEAK VELOCITY= 6.8 FPS
TRAVEL TIME _ .3 MIN
SPAN= 11-15 HRS, dt=.04 HRS
DITCH FROM MARKET PLACE TO MARKET STREET
Qin = 298.5 CFS @ 12.54 HRS, VOLUME= 53.95 AF
Qout= 294.6 CFS @ 12.66 HRS, VOLUME= 52.62 AF, ATTEN= 1%, LAG= 8.1 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 0.0 0.00
.6 3.4 3.99
1.2 7.4 12.90
1.6 12.2 26.17
2.6 19.6 50.08
3.6 31.0 93.58
4.8 47.0 164.27
6.0 66.0 258.28
REACH 3
5' x 6' CHANNEL
SIDE SLOPE= 1
n= .025
LENGTH= 1000 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 6.47 FT
PEAK VELOCITY= 4.0 FPS
TRAVEL TIME = 4.1 MIN
SPAN= 11-15 HRS, dt=.04 HRS
DITCH FROM POND 1 OUTFALL TO MARKET PLACE
Qin = 177.2 CFS @ 12.46 HRS, VOLUME= 35.45 AF
Qout= 175.7 CFS @ 12.57 HRS, VOLUME= 34.83 AF, ATTEN= lt, LAG= 6.6 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 0.0 0.00
.6 3.4 3.99
1.2 7.4 12.90
1.8 12.2 26.17
2.6 19.6 50.08
3.6 31.0 93.58
4.8 47.0 164.27
6.0 66.0 258.28
5' x 6' CHANNEL
SIDE SLOPE= 1
n= .025
LENGTH= 680 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.94 FT
PEAK VELOCITY= 3.6 FPS
TRAVEL TIME = 3.2 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 13
FIFTY YEAR 24-HOUR RAINFALL= 9.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HVdrOCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer SVstems
REACH 4 DITCH FROM HEADWALL TO POND 1 DISCHARGE
Qin = 149.1 CFS ® 12.36 HRS, VOLUME= 29.60 AF
Qout= 146.4 CFS O 12.46 HRS, VOLUME= 29.17 AF, ATTEN= 2%, LAG= 6.2 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 0.0 0.00
.6 3.4 3.99
1.2 7.4 12.90
1.8 12.2 26.17
2.6 19.6 50.08
3.6 31.0 93.58
4.8 47.0 164.27
6.0 66.0 258.28
REACH 5
5' x 6' CHANNEL
SIDE SLOPE= 1
n= .025
LENGTH= 600 FT
SLOPE= .001 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.49 FT
PEAK VELOCITY= 3.4 FPS
TRAVEL TIME = 2.9 MIN
SPAN= 11-15 HRS, dt=.05 HRS
PIPE FROM POND 2 OUTLET TO HEADWALL
Qin = 114.8 CFS @ 12.50 HRS, VOLUME= 21.95 AF
Qout= 101.2 CFS O 12.36 HRS, VOLUME= 21.90 AF, ATTEN= 12%, LAG= 0.0 MIN
DEPTH END AREA DISCH
(FT) (SO -FT) (CFS)
0.0 -0.0 0.00
.5 1.0 2.04
1.0 2.8 8.56
1.5 5.0 19.14
3.5 14.7 81.83
4.0 16.8 95.54
4.5 18.6 104.17
4.7 19.2 105.14
4.9 19.5 104.16
5.0 19.6 97.74
REACH 6
60" PIPE
n= .012
LENGTH= 160 FT
SLOPE= .0012 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 5.00 FT
PEAK VELOCITY= 5.7 FPS
TRAVEL TIME _ .5 MIN
SPAN= 11-15 HRS, dt=.05 HRS
PIPE ALONG MARKET PL DR TO POND 2 OUTLET
Qin = 101.0 CFS O 13.06 HRS, VOLUME= 16.03 AF
Qout= 74.94 CFS @ 12.62 HRS, VOLUME= 15.98 AF, ATTEN= 26%, LAG= 0.0 MIN
DEPTH
END AREA
DISCH
(FT)
(SO -FT)
(CFS)
0.0
-0.0
0.00
.5
.8
1.54
.9
2.3
6.46
1.4
4.0
14.45
3.2
11.9
61.79
3.6
13.6
72.14
4.1
15.1
78.65
4.2
15.5
79.38
4.4
15.8
78.65
4.5
15.9
73.80
54" PIPE
n= .012
LENGTH= 190 FT
SLOPE= .0012 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 4.50 FT
PEAK VELOCITY= 5.3 FPS
TRAVEL TIME _ .6 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 14
FIFTY YEAR 24-HOUR RAINFALL= 9.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydrOCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 7 PIPE ALONG RACINE TO MARKET PL. DR.
Qin = 48.24 CPS @ 12.69 HRS, VOLUME= 5.53 AF
Qout= 29.98 CFS @ 12.46 HRS, VOLUME= 5.46 AF, ATTEN= 38%, LAG= 0.0 MIN
DEPTH
END
AREA
DISCH
(FT)
(SQ-FT)
(CFS)
0.0
-0.0
0.00
.3
.4
.58
.6
1.0
2.45
.9
1.8
5.48
2.1
5.3
23.43
2.4
6.1
27.35
2.7
6.7
29.63
2.8
6.9
30.10
2.9
7.0
29.82
3.0
7.1
27.98
36" PIPE
n= .012
LENGTH= 850 FT
SLOPE= .0015 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 3.00 FT
PEAK VELOCITY= 4.5 FPS
TRAVEL TIME = 3.1 MIN
SPAN= 11-15 HRS, dt=.05 HRS
REACH 8 Outfall from Gateway and NC132
Qin = 78.74 CFS O 12.48 HRS, VOLUME= 8.32 AF
Qout= 77.57 CFS ® 12.59 HRS, VOLUME= 8.23 AF, ATTEN= 1%
DEPTH
END AREA
DISCH
(FT)
(SO -FT)
(CFS)
0.0
0.0
0.00
.4
.9
.23
.7
2.4
.84
1.1
4.3
1.88
1.5
7.5
4.02
2.1
13.0
8.36
2.8
21.3
16.13
3.5
31.5
27.22
2' x 3.5' CHANNEL
SIDE SLOPE= .5
n= .08
LENGTH= 200 FT
SLOPE= .001 FT/FT
LAG= 6.6 MIN
STOR-IND+TRANS METHOD
PEAK DEPTH= 6.68 FT
PEAK VELOCITY= 1.0 FPS
TRAVEL TIME = 3.3 MIN
SPAN= 11-15 HRS, dt=.04 HRS
REACH 9 OUTLET FROM MARKETPLACE MALL
Qin = 182.6 CFS ® 12.08 HRS, VOLUME= 10.19 AF
Qout= 17.33 CFS 9 11.40 HRS, VOLUME= 5.74 AF, ATTEN= 91%
DEPTH
END
AREA
DISCH
(FT)
(SO
-FT)
(CFS)
0.0
-0.0
0.00
.2
.2
.36
.4
.4
1.52
.6
.8
3.39
1.4
2.3
14.51
1.6
2.7
16.94
1.8
3.0
18.47
1.9
3.1
18.64
1.9
3.1
18.47
2.0
3.1
17.33
24" PIPE
n= .012
LENGTH= 20 FT
SLOPE= .005 FT/FT
LAG= 0.0 MIN
STOR-IND+TRANS METHOD
PEAK DEPTH= 2.00 FT
PEAK VELOCITY= 6.3 FPS
TRAVEL TIME _ .1 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 15
FIFTY YEAR 24-HOUR RAINFALL= 9.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
REACH 10 PIPE FROM POND 1 TO OUTFALL
Qin = 62.45 CFS ® 12.31 HRS, VOLUME= 6.34 AF
Qout= 31.69 CFS @ 13.94 HRS, VOLUME= 6.28 AF, ATTEN= 49t, LAG= 97.6 MIN
DEPTH
END
AREA
DISCH
_(FT)
(SO
-FT)
(CFS)
0.0
-0.0
0.00
.4
.5
.64
.7
1.4
2.70
1.1
2.4
6.04
2.5
7.2
25.81
2.8
8.3
30.13
3.2
9.1
32.86
3.3
9.4
33.16
3.4
9.5
32.85
3.5
9.6
30.83
42" PIPE
n= .012
LENGTH= 400 FT
SLOPE= .0008 FT/FT
STOR-IND+TRANS METHOD
PEAK DEPTH= 3.50 FT
PEAK VELOCITY= 3.6 FPS
TRAVEL TIME = 1.8 MIN
SPAN= 11-15 HRS, dt=.05 HRS

Data for SMITH CREEK STA. W/REV. POND AND LINED DITCH Page 16
FIFTY YEAR 24-HOUR RAINFALL= 9.0 IN
Prepared by ANDREW & KUSKE CONSULTING ENGINEERS,INC 31 Mar 97
HydroCAD 4.523 000479 (c) 1986-1996 Applied Microcomputer Systems
POND 1
SMITH CREEK STATION POND 1
Qin = 154.7
CFS @ 12.07
HRS, VOLUME= 8.29 AF
Qout= 62.45
CFS O 12.31
HRS, VOLUME= 6.34 AF,
ATTEN= 60%, LAG=
14.5 MIN
ELEVATION
AREA
INC.STOR CUM.STOR
STOR-IND METHOD
(FT)
(SF)
(CF) (CF)
PEAK STORAGE =
177961
CF
33.1
32400
0 0
PEAK ELEVATION=
37.7
FT
34.0
34800
30240 30240
FLOOD ELEVATION=
39.0
FT
34.9
36700
32175 62415
START ELEVATION=
33.1
FT
38.0
45000
126635 189050
SPAN= 11-15 HRS,
dt=.05
HRS
Tdet= 65.1 MIN (6.26
AF)
# ROUTE
INVERT
OUTLET DEVICES
1 P
33.1'
3.5"
ORIFICE/GRATE
Q=.6
PI r-2 SQR(2g) SQR(H-r)
2 P
34.9'
4' x
.3' ORIFICE/GRATE X 3
Q=.6
Width 2/3 SQR(2g) (H-1.5
- [H-Height]"1.5)
3 P
37.1'
20'
SHARP -CRESTED RECTANGULAR
WEIR
Q=C L H-1.5 C=3.27+.4 H/4 L=Length-0(.1 H)
POND 2 SMITH CREEK STATION POND 2
Qin = 142.3 CFS @ 12.08 HRS, VOLUME= 7.83 AF
Qout= 58.55 CFS @ 12.32 HRS, VOLUME= 5.97 AF, ATTEN= 59*, LAG= 14.7 MIN
ELEVATION
AREA
INC.STOR
CUM.STOR
(FT)
(SF)
(CF)
(CF)
34.0
37000
0
0
35.6
41100
62480
62480
36.0
47500
106320
168800
STOR-IND METHOD
PEAK STORAGE = 165366 CF
PEAK ELEVATION= 37.9 FT
FLOOD ELEVATION= 38.0 FT
START ELEVATION= 34.0 FT
SPAN= 11-15 HRS, dt=.05 HRS
Tdet= 62 MIN (5.97 AF)
# ROUTE
INVERT
OUTLET DEVICES
1 P
34.0'
4"
ORIFICE/GRATE
Q=.6
PI r^2 SQR(2g) SQR(H-r)
2 P
35.6'
3'
x .5' ORIFICE/GRATE X 3
Q=.6
Width 2/3 SQR(2g) (H"1.5 - [H-Height]"1.5)
3 P
37.3'
16,
SHARP -CRESTED RECTANGULAR WEIR
Q=C L H-1.5 C=3.27+.4 H/4 L=Length-0(.1 H)

Johnson, Kelly
From: Johnson, Kelly
Sent: Monday, February 07, 2011 1:49 PM
To: '[e-mail]'
Subject: FW: Smith Creek Station Port City Java, SW8 970105
Attachments: 970105.dec10.pdf; 2011 02 CEI_Pictures 970105.pdf
John,
It appears that some of our original file is missing. For instance. The original PE certification is not on file, but we
obviously received it at some point because you submitted a copy with our date received stamp. We are also missing
the pages of the plans that show all of the pond information (dimensions, PPE, TPE etc), and many of the other standard
elements that should be on permitted plans. I do not know what happened to the original file before I became involved,
and I apologize that things were lost, but I need to try to get some resolution on this so that we can move forward.
With that said, do you all have a copy of the sheets that have been approved. In particular, we really need the ones that
show the pond information. This may go back to the "Andrew and Kuske" days. If you don't have them, perhaps I can
get copies of them from the city or county.
I did an inspection today, and here is what I found:
1.) Ponds: Everything looks to be in order except for the berm(s) (see pictures attached). One pond has a berm
(which is blown out) and the other pond does not (or else it is underwater from the recent rain). It seems that if
we permitted both ponds at the same time both of them would have berms, but again we do not have the pond
plan sheets to verify that. Also, one pond has some debris floating around the outlet that should be removed.
2.) Deed Restrictions: I see that the intended deed restrictions have been recorded, but not the recorded
restrictions. I understand that if the permittee is going to sell land that the restrictions are often signed and
notarized to be recorded at the real estate closure. But, he should have recorded deed restrictions prior to the
sale of each of the lots that have already been sold. We just need copies of the restrictions that have been
recorded for all of the sold lots. If those haven't been recorded, then we will have to discuss that further.
Thanks,
Kelly
From: Johnson, Kelly
Sent: Thursday, December 09, 2010 9:47 AM
To: '[e-mail]'
Subject: Smith Creek Station Port City Java, SW8 970105
John,
Please see the attached letter which will be mailed today.
Thanks,
KJ
***My email has changed to [e-mail]
V-6LUJ0hV"Solti
Kelly Johnson
Environmental Engineer
Division of Water Quality

Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Office: 910.796.7331
Fax: [phone]
E-mail correspondence to and from this address may be subject to the North Carolina Public Records Law and may be
disclosed to third parties.

,
OPERATING AGREEMENT
OF
SMITH CREEK RETAIL, LLC
A North Carolina Limited Liability Company
�v hCO vQ
�D-7
JAN 2 5 2011

OPERATING AGREEMENT
SMITH CREEK RETAIL, LLC
THIS OPERATING AGREEMENT (hereinafter referred to as the "Agreement") of SMITH
CREEK RETAIL, LLC (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 theV�th day of February, 2007, by and among Lat W. Purser, III, an individual resident of
North Carolina ("Purser"). HPLEL Realty Associates, LLC, a North Carolina limited liability
company ("HPLEL"), and Lionel L. Yow, an individual resident of North Carolina ("Yow").
SECTION I - DEFINITIONS
1.1 Definitions. The following terms used in this Agreement shall have the following
meanings (unless otherwise expressly provided herein):
(a) "Act" means the North Carolina Limited Liability Company Act, as the
same may be amended from time to time.
(b) "Additional Capital Contributions" means a Capital Contribution of a
Member made pursuant to Section 8.2 of this Agreement.
(c) "Adiusted Capital Account" means, with respect to a Member, the balance
in such Member's Capital Account at the end of the relevant fiscal year, as determined in
accordance with Treasury Regulation § 1.704-1 (b)(2)(iv).
(d) "Adiusted Capital Account Deficit" 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 § 1.704-2(i)(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)(ii)(d)(5), and 1.704-
1(b)(2)(ii)(d)(6).
(iii) 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.
Page 1

(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 cross 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 § 1.704-1(b),
and shall be interpreted and applied in a manner consistent with such regulations.
(g) `Capital Contribution" means any contribution to the capital of the
Company in cash or property by a Member whenever made.
(h) "Capital Transaction" shall mean and include any sale or exchange by the
Company of its interest in any Company property or a part thereof, a refinancing by the
Company of any Company property or a part thereof, a condemnation of the Company's
property or a part thereof, a forgiveness of indebtedness that produces income, or any similar
transaction which in accordance with generally accepted accounting principles is attributable to
capital.
(i) "Code" means the Internal Revenue Code of 1986, as amended from
time to time (and any corresponding provisions of succeeding law).
0) "Company Minimum Gain" has the meaning set forth for "partnership
minimum gain" in Treasury Regulations, § 1.704-2(b)(2) and shall be determined in accordance
with § 1.704-2(d) of the Treasury Regulations.
Page 2

(k) "Depreciation" shall mean, for each fiscal year or other period, an amount
equal to the depreciation, amortization, or other cost recovery deduction allowable with respect
to an asset for such year or other period, except that if the Gross Asset Value of an asset differs
from its adjusted basis for federal income tax purposes at the beginning of such year or other
period, Depreciation shall be an amount which bears the same ratio to such beginning Gross
Asset Value as the federal income tax depreciation, amortization, or other cost recovery
deduction for such year or other period bears to such beginning adjusted tax basis.
(1) "Distributable Cash" means, with respect to the Company for a period of
time, all funds of the Company on hand or in bank accounts of the Company available for
distribution to the Members pursuant to Sections 9.1 and 9.2 of this Agreement.
(m) "Fiscal Year" means the calendar year; provided that the first Fiscal Year
of the Company shall commence on the date first written above and continue through December
31, 1997.
(n) "Gross Asset Value" shall mean, with respect to any asset, the asset's
adjusted basis for federal income tax purposes, except as follows:
(i) The initial Gross Asset Value of any asset contributed by a
Member to the Company shall be the gross fair market value of such asset, as
determined by the contributing Member and the 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 de minimis Capital Contribution; (ii) the distribution by the
Company to a Member of more than a de 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
Page 3

majority of the Managers, unless specifically indicated otherwise within the context of a specific
section or paragraph.
(q) "Majority 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) ("Manager" means a Person designated as a manager of the Company on
Schedule B hereto, orotherwise 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.
"Manaoers" means all such Persons as a group. Any 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 Debt" 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 § §
1.704-2(i)(1) and 1.704-2(i)(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
Page 4

anticipated future investments, obligations, contingencies, capital improvements, replacements
and working capital.
(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(aa), 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;
(ii) 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;
(v) 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
(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.
Page 5

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 § 1.704-2(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 11- 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 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 RETAIL, LLC" The name of the Company may be changed from time to
time by amendment of the Articles of Organization. The Company may transact business under
an assumed name by filing an assumed name certificate in the manner prescribed by applicable
law.
2.3 Registered Office and Registered Agent. The Company's registered office
shall be 4530 Park Road, Suite 300, Charlotte, North Carolina, 28209, and the name of its initial
registered agent at such address shall be Purser.
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
Page 6

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 (hereinafter referred to as the "Property"), as more particularly described in
Schedule C.
(b) To build, construct, and develop retail operations 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.
(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.
Page 7

(e) 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.
0) Sell, lease, transfer (other than in the ordinary course of business), mortgage, or
place any other encumbrances or lien upon the Property.
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 B attached hereto and made
a part hereof, as amended upon any change of Managers. 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
Page 8

dissolution of such Manager, or until his or its resignation or removal from office in the manner
provided in this Agreement or in the Act.
3.4 Resignation. Any Manager 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). The management fee shall 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.
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
Page 9

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.
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
Page 10

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 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. Purser and his assigns
can collectively elect one (1) Manager. By executing this Agreement Purser hereby elects
Purser as a Manager of the Company. HPLEL and its assigns can collectively elect one (1)
Manager. By executing this Agreement HPLEL hereby elects Henry E. Miller, III as a Manager
of the Company. Yow and his assigns can collectively elect one (1) Manager.
Page 11

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 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.
(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
Page 12

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 1 19 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: (i) 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; (ii) 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 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 Vill - 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
Page 13

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 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 fight.
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
Page 14

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 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.
Page 15

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 rate amount
of the Guaranty Payment (hereinafter referred to as the "Pro Rata Guaranty Amount") based
upon each Member's Percentage Interests. All Pro Rate Guaranty Amounts paid shall be
treated as a loan to the Company 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 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 Rata Guaranty
Amount as a loan to the Company 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 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
Page 16

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-
Rata 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-Rata Guaranty Amount. The Members who did not make the Pro-Rata 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.
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 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, all Net Profit and 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:
(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) The remainder, if any, shall be distributed to the Members in proportion to
their Percentage Interests.
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.
Page 17

Notwithstanding any provision to the contrary, distributions of Net Capital
Proceeds under this Section 9.2 shall be made after Capital Accounts have been 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, 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.
(e) 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.
Page 18

(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-
20)(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)(ii)(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 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
(1) 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
Page 19

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 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 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 20

(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), 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.
Page 21

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.
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.
Page 22

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 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 otherwise 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, (a) any of Purser and 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 Liability Company described in
Section 10.1(i) to trusts for the benefit of such spouse, children and/or grandchildren and/or
Page 23

more remote issue without the prior written consent of any of the Members, and (b) HPLEL may
sell or transfer its Membership Interests (i) to a Limited Liability Company owned or controlled
by Henry E. Miller, Jr. or his 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 Liability 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 any of Purser,
HPLEL and 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.
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.
Page 24

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.
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.
(b) Voluntary Transfer.
(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 determined 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 former spouse upon separation or divorce), or if a Member's
Membership Interests are subjected to a "charging order" or other creditor's remedy by a court
Page 25

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 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 Wall 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.
Page 26

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 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.
10.11 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
Page 27

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 11.1 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:
(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 1 1.3 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
Page 28

behalf of the Company and filed with the Secretary of State, and a Manager or authorized
Member shall execute, acknowledge and file any and all other instruments necessary or
appropriate to reflect the dissolution of the Company.
11.4 Distribution of Assets Upon Dissolution. In settling accounts after dissolution,
the assets of the Company shall be paid in the following order:
(a) 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 1 1.4 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 29

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 11.4.
11.6 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.
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; (e) such Member is aware that the Member must bear the economic risk
Page 30

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.
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
Page 31

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 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 bylaw.
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 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.
Page 32

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.
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 parry 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.
SECTION XIII — SPECIAL LOAN COVENANTS
Page 33

Notwithstanding anything in this Agreement to the contrary, unless and until that certain
loan (the "Loan") from 40186 Mortgage Capital, Inc. (together with its successors and assigns,
the "Lender") to the Company evidenced and secured by certain loan documents ("Loan
Documents") including, without limitation, a deed of trust (the "Security Instrument')
encumbering the real property and improvements located at 228 Old Eastwood Road in
Wilmington, New Hanover County, North Carolina, together with related personal property
(collectively, the "Collateral"), has been paid in full in accordance with the terms and provisions
of such Security Instrument and other Loan Documents, the following provisions shall apply:
13.1 Limited Purpose. The Company is organized solely to acquire, improve, lease,
operate, manage, own, hold for investment and sell or otherwise dispose of the Collateral and to
engage in any and all other activities as may be necessary in connection with the foregoing.
The Company shall engage in no other business, it shall have no other purpose, it shall not own
or acquire any real or personal property other than property related to the Collateral or in the
furtherance of the purposes of the Company as stated herein, and it shall not incur, create, or
assume any indebtedness or liabilities, secured or unsecured, direct or contingent, other than (i)
the Loan and (ii) unsecured indebtedness that represents trade payables or accrued expenses
occurring in the normal course of business of owning and operating the Collateral that are due
and payable within thirty (30) days after the date incurred and which in no event exceeds two
percent (2%) of the outstanding principal balance of the promissory note evidencing the Loan.
13.2 Prohibited Actions. The Company shall not:
(a) take any "Bankruptcy Action", which is defined to include without
limitation:
(i) Taking any action that might cause the Company to become
insolvent;
(ii) Commencing any case, proceeding or other action on behalf of
the Company or otherwise seek relief under any existing or future
law of any jurisdiction relating to bankruptcy, insolvency,
reorganization or relief of debtors;
(ii!) Instituting proceedings to have the Company adjudicated as
bankrupt or insolvent;
(iv) Consenting to the institution of bankruptcy or insolvency
proceedings against the Company;
(v) Filing a petition or consenting to a petition seeking reorganization,
arrangement, adjustment, winding -up, dissolution, composition,
liquidation or other relief of its debts on behalf of the Company
under any federal or state law relating to bankruptcy;
(vi) Seeking or consenting to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator, custodian or any similar official for
the Company or a substantial portion of its assets or properties;
(vii) Admitting in writing the Company's inability to pay debts generally
as they become due;
(viii) Making any assignment for the benefit of the Company's creditors;
or
(ix) Taking any action in furtherance of the foregoing;
Page 34

(b) dissolve, liquidate or terminate in whole or in part, or consolidate with or
merge into any person or entity, or sell, transfer or otherwise dispose of or
encumber all or substantially all of its assets, or change its legal structure;
(c) amend or recommend the amendment of the operating agreement,
articles of organization, or any other formation or organizational document
unless (i) Lender consents to such amendment and (ii) following any
securitization of the Loan, the applicable rating agencies confirm in writing
that such change will not result in the qualification, withdrawal or
downgrade of any securities ratings;
(d) fail to preserve its existence as an entity duly organized, validly existing
and in good standing (if required) under the applicable laws of the
jurisdiction of its organization or formation;
(e) terminate or fail to comply with the provisions of its organizational
documents; or
(f) engage in any business or activity that is inconsistent in any way with the
purposes of the Company as set forth above.
13.3 Separateness Covenants. The Company shall at all times:
(a) not commingle its assets with those of any other entity;
(b) hold its assets in its own name;
(c) conduct its own business in its own name;
(d) maintain its bank accounts, books, records and financial statements in
accordance with generally accepted accounting principles, keep such
bank accounts, books, records and financial statements separate from
those of any other person or entity, and not permit the listing of its assets
on the financial statements of any other person or entity;
(e) maintain its books, records, resolutions and agreements as official
records;
(f) pay its own liabilities out of its own funds;
(g) maintain adequate capital in light of its contemplated business operations;
(h) observe all limited liability company and other organizational formalities;
(i) maintain an arm's-length relationship with Affiliates and enter into
transactions with Affiliates only on a commercially reasonable basis;
Q) pay the salaries of only its own employees and maintain a sufficient
number of employees in light of contemplated business operations;
Page 35

(k) not guarantee or become obligated for the debts of any other entity or
hold out its credit as being available to satisfy the obligations of others;
(1) not acquire the obligations or securities of its Affiliates or owners,
including partners, members or shareholders;
(m) not make loans or advances to any other person or entity;
(n) allocate fairly and reasonably any overhead for shared office space;
(o) use separate invoices and checks;
(p) file its own tax returns (unless prohibited by applicable laws from doing
so);
(q) not pledge its assets for the benefit of any other person or entity;
(r) hold itself out as a separate entity, and not fail to correct any known
misunderstanding regarding its separate identity;
(s) not identify itself as a division or subsidiary of any other entity;
(t) not maintain its assets in such a manner that will be costly or difficult to
segregate, ascertain or identify its individual assets from those or any
other person or entity; and
(u) observe the single purpose entity and separateness covenants and
requirements set forth in the Security Instrument.
13.4 Standards Governing Actions. To the fullest extent permitted by applicable
law, the members shall at all times take into account the interests of the Company's creditors as
well as the interests of its members with all matters subject to the consideration or vote of the
members.
13.5 Indemnification. Any obligations of the Company to indemnify its members are
hereby fully subordinated to its obligations respecting the Collateral and shall not constitute a
claim against the Company in the event that cash flow in excess of amounts required to pay
holders of any debt pertaining to the Collateral is insufficient to pay such obligations.
13.6 Priority of Distributions. The Company's assets shall be utilized at all times to
satisfy fully any and all of the Company's obligations and liabilities to Lender in accordance with
the Security Instrument and other Loan Documents prior to paying or distributing any of such
proceeds to satisfy other obligations or liabilities of the Company.
13.7 Definitions. As used herein, the following terms shall have the meanings set
forth herein:
(a) "Affiliate' means a person or entity that directly or indirectly (through one
or more intermediaries) controls, is controlled by, or is under the common
control of or with, the person or entity specified;
Page 36

(b) "Control' means, (i) whether directly or indirectly, ownership or control of
the power to vote ten percent (10%) or more of the outstanding equity
interests of any such entity, (ii) the control in any manner of the election of
more than one director or trustee (or persons exercising similar functions)
of such entity, or (iii) the possession of the power to direct or cause the
direction of the management and/or policies of such entity, whether
through the ownership of voting securities, by contract, or otherwise;
(c) "Person' means any individual, corporation, partnership, limited liability
company, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government or
any agency or political subdivision thereof.
13.8 Conflicting Provisions. To the extent any of the terms contained in this Section
XIII conflicts with any other provisions of this Agreement or any other organizational or other
formation document of the Company, the terms contained in this Section XIII shall control.
(SIGNATURES ON THE NEXT PAGE)
Page 37

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:
y(SEAL)
Purser, III
Page 38

SCHEDULE A
NAMES AND ADDRESSES OF INITIAL CAPITAL PERCENTAGE
MEMBERS CONTRIBUTION INTERESTS
Lat W. Purser, III His ownership interest 25% Interests
Let Purser & Associates, Inc. in Turnpike Properties,
4530 Park Road, Suite 300 L.L.C. in Smith Creek
Charlotte, NC 28209 Station, L.L.C. in the
property described in
Schedule C,
with FMV of
$250,000.00
HPLEL Realty Associates, LLC
Ownership interest of 42.795% Interests
c/o Henry E. Miller, Jr.
HPLEL Realty
Miller Building Corporation
Associates, LLC or
1410 Commonwealth Drive
Henry E. Miller, Jr. in
Wilmington, NC 28403
Smith Creek Station,
L.L.C. in the property
described
in Schedule C,
with FMV of
$427,950.00
Lionel L. Yow
His ownership interest 32.205% Interests
1900 Eastwood Road, Suite 11
in Smith Creek Station,
Wilmington, NC 28403
L.L.C. in the property
described
in Schedule C,
with FMV of
$322,050.00
Page 39

SCHEDULE B
(,Managers of the Company
Henry E.-Miller, III
Let W. Purser, III
The undersigned do hereby consent to their election and appointment as
Managers of the Company. Date effective the P day of February, 2007.
Henry E. i er, III
Purser, III
Page 40

SCHEDULE C
DESCRIPTION OF PROPERTY
All of Tract 2-A2 (2.04 acres +/-) and Tract 3 (5.15 acres +/-) as shown on that certain
plat recorded at Map Book 46 at Page 378 in the New Hanover County Public Registry.
Page 41

SCHEDULE D
EXCLUSIVE MANAGEMENT AND LEASING AGREEMENT
THIS AGREEMENT, made and entered into this _ day of 2007, by
and between Smith Creek Retail, LLC (hereinafter called the "Owner"), and LAT PURSER &
ASSOCIATES, INC. (hereinafter called the "Agent"),
WITNESSETH:
The Owner owns or controls the following property (hereinafter called the "Property"):
Name: Outparcels at Smith Creek Station Shopping Center
Location: Wilmington, North Carolina
1. Agency. The Owner hereby employs the Agent as its exclusive management
and leasing agent for the purpose of operating and managing the Property upon the terms
hereinafter set forth.
2. Compensations. For the duties to be performed by it as hereinafter set forth,
Agent shall be paid as follows: (See attached Schedule of Fees)
a. Management. The Owner shall pay Agent for the management services
rendered hereunder, the sum of four percent (4%) of the monthly gross
income received by the Owner from the operation of the Property,
provided that, in no event, shall the monthly management fee be less
than Twelve Hundred Dollars ($1200) per month. As used herein, "gross
income" shall mean all receipts on a cash basis to include rents
(guaranteed and percentage), security deposits when forfeited and
applied as rent, and other charges or expense reimbursements which are
provided for under each tenant's lease agreement.
b. Development. $5,000 development fee for 12 months. First payment
coinciding with first draw of the construction loan.
C. Leasing. All Owner -approved leases with new tenants are
commissionable at a rate of Two Dollars and Fifty Cents ($2.50) per
square foot of the gross leasable square footage of the leased space
20,000 square feet or less. If a cooperating broker is involved in the
lease the commission payable to the Agent with respect to such lease
shall be Three Dollars ($3.00) per square foot of leased space. Anchor
tenant leases of more than 20,000 square feet shall be at a rate of Two
Dollars and Fifty Cents ($2.50) per square foot for the first 20,000 square
feet and $2.00 per square foot for all additional space in excess of 20,000
square feet. If a cooperating broker is involved in the lease the
commission payable to Agent shall be $3.00 per square foot for the first
20,000 square feet and $2.50 per square foot for all additional- space in
excess of 20,000 square feet. The commission is to be paid by lump sum
remittance, fifty percent (50%) upon owners execution of lease and 50%
upon tenant opening its doors for business. Agent agrees to a

commission reduction of fifty percent (50%) payable by Owner for
renewals of lease, negotiated renewal options or new leases, extensions
of lease, approved by Owner, with existing tenants. Any additional space
leased by an existing tenant shall be treated for purposes of determining
Agent's compensation as if such lease were by a new tenant. All such
commissions for existing tenants shall be due and payable in full upon
execution of the new lease, extension, renewal or option exercise as
applicable.
d. Outoarcel Sale. Upon the sale of an outparcel, Agent shall receive a
commission based on eight percent (8%) of the total purchase price
payable upon closing.
e. Ground Lease. Upon the full execution of a ground lease for an
outparcel, Agent shall receive a commission based on six percent (6%) of
guaranteed rent in the initial term during years one (1) through ten (10),
and if the initial term is greater than ten (10) years, three percent (3 %) of
the guaranteed rent in years eleven (11) through term. Commission for a
ground lease is payable in full after 1) full execution of a ground lease,
and 2) after all contingencies of the agreement have been satisfied.
Lease Assignments. Should any existing tenant request assignment of
their lease and the tenant is not in default of their lease at the time of the
assignment request, the tenant shall be assessed a Lease Assignment
Fee of $2,000. This Lease Assignment Fee will be payable to the
property. The Agent shall receive an assignment fee of Five Hundred
Dollars ($500) for the documentation administration of the lease
assignment.
g. Effect of Termination. Upon termination of this Agreement, Agent shall
receive commissions for leases or outparcel sales consummated
thereafter with lessees or purchasers which Agent had contacted or
negotiated with prior to such termination and which may be executed
within one hundred twenty (120) days after the termination of this
Agreement. Upon termination of this Agreement, Agent shall prepare and
deliver to Owner a list of the names, addresses, and telephone numbers
of all tenants or purchasers and prospective tenants or purchasers which
Agent contacted or negotiated with prior to termination of this Agreement.
h. Lease Inquiries. All inquiries for any leases, renewals, extensions,
continuations of tenancy, or agreements for the rental, occupancy or
operation of said Property, or any part thereof, shall be referred to Agent,
and Agent shall be the sole and exclusive leasing and managing agent of
Owner's premises.
Additional Services. Agent shall provide the following services as part of
the management fee as stated in Article 2.a., unless otherwise stated.
(i) Past Due Receivables. On any past due receivables existing at
the time the Agent is conveyed the management of the property,
Agent, upon Owner's prior approval, shall employ, at Property's

expense, the service of a collection agency or legal counsel in the
collection of existing past due or delinquent accounts. Agent's
management fee as stipulated under Article 2.a shall be applied to
all sums collected.
(ii) Legal Assistance. If Agent shall be called upon by the Owner to
represent the Owner's interest in any protracted court proceeding
as a result of litigation action against a tenant or any other legal
proceeding not related to customary tenant collections, Agent
shall receive as additional compensation the following: $125.00
per hour for a director or officer; $50.00 per hour for property
manager; and $25.00 per hour for administrative assistant's time
associated with the preparation of documentation for such
matters.
(iii) Fire or Casualty Restoration. Agent's duties shall include the
obligation to supervise .the repair of damage to the Property
caused by fire, wind, flood, or other casualty if the cost of such
repairs does not exceed the sum of $10,000. However, if at the
Owner's request, Agent agrees to supervise repairs in excess of
$10,000, Owner shall pay Agent as additional compensation for
supervising such repairs an amount as agreed to by both parties
prior to Agent proceeding with such services, provided at no time
shall the Agent's fee exceed ten percent (10%) of the gross
expenses of repair.
(iv) Renovation. Should Owner request and Agent agree, Owner shall
pay Agent as compensation for supervising any capital
improvement, renovation or rehabilitation approved by Owner an
amount as agreed to by both parties prior to Agent proceeding
with such services, provided at no time shall the Agent's fee
exceed ten percent (10%) of the gross expenses incurred
including any general contractor's fee in any such capital
improvement, renovation or rehabilitation.
(v) Agent shall provide a final proration accounting upon sale of the
property.
(vi) Agent shall not be responsible for providing projections and
analysis for sale, unless Agent is named as the selling Agent.
(vii) Agent will handle and/or assist in the settlement of insurance
claims covered by fire insurance, extended coverage insurance,
property damage insurance, and other types of similar risk
insurance which Owner elects to carry.
(viii) Agent will arrange for, prepare, and administer appeals of real
estate ad valorem tax assessments filed by taxing jurisdictions
against the Property.

(ix) Agent shall afford Owner's accountants access to records as well
as to all other books and documents of the Agent specifically
connected with the operation, maintenance and management of
the Property. However, Agent shall not be responsible for the
production or creation of audit schedules or reproduction and
copying of documentation. If the Agent shall be called upon to
assist in the production or reproduction of such documents, Agent
shall be compensated at the rate of $75.00 per hour for the time
associated in production of documents and schedules.
(x) In the event that architectural drawings for the property are
unavailable, Agent will arrange for the production of an "as -built"
survey of the property indicating property boundaries, structures
and demised spaces associated with the property. The expense
of the production of the survey will be an expense of the property.
(xi) If Agent is called upon to perform any services not specified
above, which are not customarily a part of the usual services
performed by a managing agent, it is agreed that Agent shall
receive additional compensation therefore in the amount agreed -
upon between the parties prior to performance of said services.
3. Duties. The Agent accepts the employment and agrees:
a. Leasing. To use its best effort in keeping said premises rented to
desirable tenants. To submit to Owner for approval in Owner's sole
discretion all leases, renewals, extensions or agreements for the rental,
occupancy or operation of said premises, or any part thereof, and related
documents (including, but not limited to, lease amendments, estoppel
certificates, subordination, non -disturbance and aftornment agreements).
Owner shall promptly respond to Agent with comments to the proposed
lease document(s). If Agent submits a lease document to Owner, Owner
does not disapprove in writing such lease document within fifteen (15)
days of Owner's receipt thereof, Owner shall be deemed to have
approved such lease, and Agent may execute the lease as agent for
Owner.
b. Management. To use due diligence in the exercise of the powers and
duties conferred and assumed in paragraph 4 hereof and in the operation,
management and maintenance of the Property for the period and upon
the terms herein provided and to furnish the service of its organization for
such purposes.
Operating Budget. Within thirty (30) days prior to December 31 of each
year, Agent shall present to Owner, for Owner's acceptance and approval
an operating and capital expenditure budget ("Budget"). Said Budget
shall set forth on a month -to -month basis all anticipated income,
operating and capital expenses for such fiscal year in connection with the
management of the Property. Agent shall be required to produce a
preliminary budget for Owner's review and comment, a final budget based
upon Owner's requested revisions, and a mid -year budget analysis and

adjustment. Should Owner request compilation of additional budgets for
financial analysis, then the Agent shall be compensated at the rate of
Seventy-five Dollars ($75.00) per hour. In accordance with the Budget,
Agent shall request of the Owner the funding for any operating deficits on
a quarterly basis. Agent shall furnish to Owner not later than the fifteenth
(15th) of each month during the term of this Agreement an itemized
statement explaining any variances five percent (5%) or greater from the
Budget.
(d) Monthly Statement, Payroll Audits. To render, on or before the 15th day
of the following month detailed monthly statements to Owner and Owner's
designated agent or agents of receipts, expenses (including the Agent's
travel expenses and management fee), and charges for the preceding
month and to remit to Owner with such monthly statement all receipts less
disbursements and less the management fees provided for in paragraph
2 hereof. The Agent shall keep full and detailed records covering the
management of the Property, and the Owner shall at all times have
access to such records as well as to all other books and records of the
Agent in connection with the operation, maintenance, and management of
the Property, and Owner's accountants shall have the right to audit such
books and records. The Agent shall provide photostatic copies of such
records as requested by the Owner. The cost of reproduction shall be at
the Owner/Property expense.
(e) Money Received by Agent for Owner's Account. Agent will deposit all
funds collected relating to the property (except for security deposits,
which shall be deposited into an independent non -interest bearing,
escrow account) in a separate account entitled (see Exhibit "A"), with the
address of the account holder being in care of the Agent, at the Agent's
address. Agent will not commingle funds collected relating to the property
with any other funds. Agent may draw on the property account only to
pay: property operating expenses, management fees, commissions,
mortgages, real estate taxes, insurance, and amounts payable to Owner.
(f) Legal Documents. To advise Owner promptly, with confirmation in
writing, of the service upon Agent of any summons, subpoenas, or other
like legal document including any notices, letters, or other
communications setting out or claiming an actual potential liability of the
Owner or the Property.
Agent's Powers. The Owner hereby grants and delegates to the Agent the
following authority, powers and duties and agrees to assume and pay any costs
and expenses in connection therewith and Agent agrees to exercise and perform
the following powers and duties:
a. Generally: Collect Rent and Expenditures. To collect rents, including
percentage rents (if applicable), from tenants of the Property as and when
the same shall become due and payable and give receipts therefore, and
in connection with the collection of percentage rents, to keep records of
gross sales reports of tenants and compute percentage rents (if
applicable); to pay to itself compensation as provided in paragraphs 2 and

3 hereof; to terminate tenancies, upon consent of Owner, and to sign and
serve in the name of the Owner such notices as are deemed needful by
the Agent; to institute and prosecute actions with the written consent of
the Owner; to evict tenants, upon consent of Owner, and to recover
possession of premises occupied by them, to sue for, in the name of the
Owner, upon consent of Owner, and recover rents and other sums due;
and when expedient and upon written approval of Owner to settle
compromises, and release such actions or suits or reinstate such
tenancies.
b. Maintenance: Repairs. To maintain or cause to be maintained the
Property and common areas thereof including sidewalks, signs, parking
lots and landscaping; to make, or cause to be made, and supervise
repairs and alterations required for the installation of tenants; to purchase
supplies required for the operation and maintenance of the Property, and
pay all bills therefore, and to report promptly to Owner, with written
confirmation thereof, any conditions in the Property requiring the attention
of Owner. It is understood that the Agent shall employ general
contractors to make repairs and tenant upfitting whenever Agent in its
discretion deems it appropriate. APPROVAL OF LARGE EXPENSES.
The Agent agrees to secure the approval of the Owner on all
expenditures in excess of $2,000.00 for any one item, except monthly or
recurring operating charges and/or emergency repairs in excess of the
maximum, if in the opinion of the Agent such emergency repairs are
necessary to protect the Property from damage or to maintain services to
the tenants as called for by their tenancy. The Agent shall notify the
Owner promptly whenever emergency repairs have been ordered. All
expenses incurred by the Agent shall be charged by the Agent at net cost
and the Owner shall receive credit for all rebates, commissions,
discounts, and allowances. Agent is not and never shall be liable to any
creditor of Owner or to any claimant against the Property of Owner.
Nothing herein shall require Agent to advance its own funds for any
maintenance repairs or tenants upfittings.
C. Service Contracts. To make contracts for terms no longer than one year
for electricity, gas, fuel, water, telephone, window cleaning, trash or
rubbish hauling, security, extermination and other services or such of
them as the Agent shall deem advisable. The Owner shall assume the
obligation of any contract so entered into at the termination of this
Agreement.
d. Security. Agent shall not be obligated to provide security services for the
Premises or the Shopping Center, unless directed to do so by the Owner,
and shall not be liable for any loss, damage or injury suffered by any
tenant, owner, or persons, by failure to supply security services or for any
loss attributable to such services if they are supplied, no matter how
caused. It is specifically understood and agreed that if Agent provides for
such services for the Premises, Agent does not assume, and shall not be
deemed to have assumed, any obligation or duty to maintain security for
the individual tenants' premises.

e. Mortgage and Tax Payments. To pay or cause to be paid mortgage
indebtedness and Property taxes or special assessments with funds
designated by or made available by Owner.
Leases. To sign leases and related documents (including, but not limited
to, lease amendments, estoppel certificates, subordination, non -disturbance
and attomment agreements) approved or deemed approved by Owner
pursuant to Section 3(a) above as agent for Owner. The following officers
of Agent are hereby authorized to sign leases and related documents
pursuant to the foregoing sentence:
Name
Lai W. Purser, III
Robert J. Otten, Jr
Jack M. Levinson
Title
Chairman of the Board
President
Senior Vice President
Daniel L. Leatherwood Chief Financial Officer
Donald S. Gately Vice President
Lai H. Purser Vice President of Asset Management
5. Reimbursable Expenses. Reimbursable expenses are in addition to
Compensation or Additional Services under Article 2 and include expenses at the
net cost as incurred by the Agent and Agent's employees in the management,
administration and operation of the Property. Reimbursable expenses shall
include: postage (to include express mail delivery); reproduction expenses;
advertising of the property; printing costs for printed checks, forms and supplies;
telephone expenses to include long distance charges, facsimile and computer
transmissions, portable telephone and pagers; Agent leasing signage and its
installation; and property manager's travel at the rate of $.29 per mile.
6. Property Personnel. In accordance with approved budgets, Agent shall, at
Owner/Property expense, hire, employ, compensate, supervise and discharge all
employees required in connection with the operation and management of the
Property. All such personnel shall, in every instance, be employees of Property
Manager or a subsidiary or affiliate of Property Manager. The granting of any
non -budgeted employee salary, fringe benefits and plans not required by law or
union contract shall be subject to the prior written approval of Owner. No
increase in salary or wages shall be made by Agent without Owner's written
approval. Agent agrees to comply with all governmental anti -discrimination laws
and shall not do any act nor permit any act to be done which would constitute a
violation of any or all of such laws and Agent shall indemnify and hold harmless
Owner from and against any and all claims, penalties, liabilities of whatsoever
kind and nature which may be asserted by any governmental body having
authority or by any person claiming to be aggrieved by reason of any acts or

failure to act by Agent in accordance with or in violation of any said anti-
discrimination law. Employees of the Property shall include the following:
Property Manager. A person who is experienced in the administration
and operation of properties of the size, character and quality of the
Property, and whose background and references shall be subject to
Owner's approval.
b. Maintenance Supervisor. A general purpose maintenance supervisor
with background and experience in the administration and operation of
repair and maintenance programs in properties of size, character and
quality of the Property. Such supervisor and staff shall be capable of and
may perform minor maintenance and repair of the Property.
(c) Other Personnel. Such other office and secretarial personnel and other
personnel required to operate and maintain the Property, including -
air-conditioning mechanics, electricians, plumbers, painters, carpenters,
groundskeepers, janitorial and custodial persons, security guards, etc., as
approved, by Owner at Agent's request.
Indemnity and Insurance.
a. Indemnification. The Owner agrees to indemnify the Agent against
damages for injuries to persons or property resulting from any cause
whatsoever in, on, or about the Project and, at the Owner's cost and
expense, to defend any action or proceeding against the Agent arising
therefrom, provided that the Agent shall have fully and faithfully
performed all of the Agent's duties hereunder. Notwithstanding the
foregoing, the Owner will not be required to indemnify the Agent against
the damages suffered as a result of gross negligence or misconduct on
the part of the Agent or the Agent's agents or employees. The Agent
hereby agrees to indemnify and hold Owner, its agents and employees
harmless from and against any and all liabilities, claims, suits, damages,
costs and expenses (including attorney's fees and expenses) which arise
because of the Agent's gross negligence or misconduct or any actions or
failures to act outside the scope of this Agreement.
b. Agent shall not be liable to Owner for any error in judgment, nor for any
good faith act or omission in the execution of this Agreement.
C. Throughout the term of this Agreement, Owner shall either at its expense,
or at the Property's expense, carry and maintain upon and with respect to
the Premises: general public liability insurance including blanket
contractual liability coverage (without exclusion for bodily injury to any
employee of any contractor or subcontractor) with limits of liability of not
less than $1,000,000 per person including deaths resulting therefrom and
100% of the cost to replace coverage less deductible per occurrence for
damage to Property; fire and extended coverage insurance including
endorsements for burglary, theft, vandalism and malicious mischief and
plate glass; and such other insurance as shall be necessary and proper in
connection with the operation and maintenance of the Premises. All
W

premiums for said policies shall either be paid directly by Owner or shall
be an expense of the Property. Each such policy shall name Agent as an
additional insured thereunder and shall provide that Agent shall receive
ten (10) days written notice prior to the cancellation of the policy. Owner
agrees to provide Agent with a certificate of insurance or a policy of
insurance reflecting such coverage. Unless Owner shall provide such
insurance and furnish such certificates within thirty (30) days from the
date of this Agreement, Agent may, but shall not be obligated to, obtain
such insurance and charge the cost thereof to the account of Owner.
Owner and Agent agree to notify each other promptly of any notification
receive by either Agent or Owner concerning a change in status or claim
upon any such policy.
8. Owner's and Agent's Compliance. Owner and Agent agree to comply with all
statutes, ordinances, laws, rules and orders of any federal, state or local
government or department or officer thereof having jurisdiction in said premises,
respecting the use, operation or construction thereof, as well as with all orders
and requirements of the local Board of Fire Underwriters or any other body
exercising similar functions.
9. Term.
a. Generally. The term of this Agreement shall commence on the date this
Agreement is executed and shall continue for a period of one (1) year
from the date of this Agreement and shall further continue thereafter from
year to year unless sooner terminated under paragraph 9 (b) or 9 (c)
herein, or upon the occasion of sale of ownership of the Property.
b. Termination by Owner or Agent. After the expiration of the first full year of
the term of this Agreement, either party may terminate this Agreement by
giving at least sixty (60) days prior written notice of termination, in which
event this Agreement shall terminate on the date fixed for termination.
C. Termination Without Notice or Cause. Should the Owner, prior to the
expiration of the initial term of this Agreement, as outlined in Article 9 (a),
terminate this Agreement without cause and the Agent is not in default of
the terms of the Agreement, Agent shall receive as compensation a
termination fee of Two Thousand Four Hundred Dollars ($2,400).
d. Agent's Default. The Owner may terminate this Agreement immediately
upon giving written notice to the Agent in the event of gross negligence by
the Agent in the performance of this Agreement, or in the event of Agent's
deliberate or willful default under this Agreement. All the obligation of the
Owner to the Agent shall terminate immediately except for the payment
by the Owner to the Agent of all fees earned to the date of such notice.
e. Bankruptcy. In the event a petition in bankruptcy, is filed by or against
either Owner or Agent, or in the event that either shall make an
assignment for the benefit of creditors or take advantage of any
insolvency act, either party hereto may forthwith terminate this Agreement
immediately upon giving notice to the other party.
0

I. Sale of the Property and Dissolution of Owner. This Agreement will
automatically terminate upon the closing of the sale of the property or
upon the dissolution and liquidation of the Owner. Agent's management
fee shall be paid in accordance with Article 9 (c).
10. Government Authority. In the event that any governmental agency, authority,
department, or Act (Americans with Disabilities Act of 1990) should order the
repair, alteration, or removal of any structure or matter in the Property, and if
after written notice of the same to the Owner by such body or by Agent, the
Owner fails to authorize the Agent or others to make such repairs, alterations or
removal, the Agent shall be released from any responsibility in connection
therewith, and Owner shall be answerable to such body for any and all penalties
and fines whatsoever imposed because of such failure on Owner's part.
11. Arbitration. If any controversy or claim arising out of this Agreement cannot be
settled by the parties, it shall be settled by arbitration in accordance with the rules
of the American Arbitration Association then in effect, and judgment on the award
may be entered in any court having jurisdiction. Unless otherwise agreed by the
parties, all arbitration hearings will be conducted in Charlotte, North Carolina.
12. Sale of Property. If the Property is sold during the term of this Agreement or
within one hundred twenty (120) days after termination of this Agreement to a
purchaser who was introduced to the Owner by Agent during the term of this
Agreement, then the Agent shall be entitled to a sales commission based on the
gross sales price of the property as follows: 5% of the first $1,000,000.00, 4% of
the second $1,000,000.00, 3% of the third $1,000,000.00, 2% of the fourth
$1,000,000.00, and 1% thereafter. The commission is payable at the closing of
such sale.
13. Miscellaneous.
a. This Agreement shall be binding upon the parties hereto, their legal
representatives, successors and permitted assigns, and cannot be
assigned by the Agent without the prior written consent of the Owner.
b. This Agreement shall be construed in accordance with the laws of the
State of North Carolina.
Irc

I
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed
in their respective corporate names by the appropriate corporate officers, and their respective
corporate seals to be affixed hereto, all the day and year first above written.
OWNERS:
SMITH CREEK RETAIL, LLC
By: (SEAL)
AGENT:
LAT PURSER & ASSOCIATES, INC.
11
(SEAL)

%
NORRIS, ,KUSKE &TU NSTALL
CONSULTING ENGINEERS, INC.
January 24, 2011
Ms. Kelly Johnson, Environmental Engineer
NC DENR / Division of Water Quality
Water Quality Section
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
John S. Tunstall, P.E.
J.A. Kuske, P.E. of Counsel
JAN2 5 ?oll
Re: Port City Java Upfit
Smith Creek Station — Tract #2-A2
Revision to Existing Permit No. SW8 970105 Modification with Renewal
Wilmington, NC
NKT Project No. 10071
Dear Ms. Johnson:
We are in receipt of your review comments dated December 9, 2010 for the above
referenced project. A response to each of your comments follows. However, in
keeping with past approvals, we were not expecting to receive such detailed comments.
We were submitting to update the approved Smith Creek Station Stormwater Master
Plan currently on file with the Division. We assumed that the submittal would be
approved under the existing Smith Creek Station Stormwater Permit. The approved
Smith Creek Station Stormwater Master Plan on file was reviewed by Linda Lewis and
approved under State Stormwater Permit No. SW8 970105 Modification with Renewal,
dated November 23, 2009. A copy of the permit is attached for reference.
On March 23, 2010, we submitted a request to transfer ownership of the Smith Creek
Station Stormwater Permit No. SW8 970105 Modification with Renewal from Smith
Creek Station, LLC to Smith Creek Retail, LLC. The submittal was reviewed by Chris
Baker and approved on March 26, 2010. By signing the name / ownership change
form, the new permittee, Smith Creek Retail, LLC, accepted the responsibility of
complying with the approved plans and permit. A copy of the name / ownership change
approval is attached for reference.
Our submittal included two (2) copies of the revised Smith Creek Station Stormwater
Master Plan and two (2) copies of the Port City Java Upfit plans. Both plans show site
improvements proposed on Tract 2-A2. The,,site improvements shown are required for
the Port City Java Upfit. The existing BUA on Tract_.2-A2_will -be. reduced-byj
approximately 800 SF when the -improvements are complete.-lii_keeping_with_ past
-plan
revisioris,_we_anticipated_rece-iGing_appcoval_under_the-.existing permit with -no -changes
lrequiredJ
902 Market Street • Wilmington, NC 28401-4733 • Phone: [phone] • Fax: [phone]

Ms. Kelly Johnson / NC DENR
January 24, 2011
Page 2
We offer the following responses to your comments:
1. The plan revision application submitted contains the name and title of the
individual with signage authority. A copy of the Operating Agreement for Smith
Creek Retail, LLC is attached for your use.
2. Please advise if we need to submit new Operation & Maintenance Agreements.
3. The approved Designer's Certification for both ponds is attached.
4. The approved Deed Restrictions are attached. The permittee will record the
Deed Restrictions in the near future and provide a copy of the Division.
5. We trust that the revised and previously approved Master Plan submitted will
adequately address this comment.
6. We request that the Master Permit Summary remain as it is within the approved
Smith Creek Station Stormwater Master Permit No. SW8 970105 Modification
with Renewal. Please reference design element No. 5 in the existing permit.
7. It was our understanding that all past compliance inspection comments and any
Notice of Violation's have been addressed by the permittee
Please feel free to 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.
Jo n A. Kuske, III, P. E. '
JAKIII/asn
10071 01-24-11-s-sw-revision response-Itr
Enclosures
cc: Linda Lewis / NC DENR
Chris Baker / NC DENR
Hank Miller / Smith Creek Retail, LLC

FIRST AMENDMENT TO
THE OPERATING AGREEMENT OF
SMITH CREEK RETAIL, LLC
This FIRST AMENDMENT TO THE OPERATING AGREEMENT OF SMITH
CREEK RETAIL, LLC (the "Amendment"), dated as of January ly, 2011, is entered into
by and among Lat W. Purser, III ("Pursee'), Miller Children's GST Trust Two u/a/d April
4, 1997 (the "Miller Trust," and together with Purser, the "Members") and Smith Creek Retail,
LLC, a North Carolina limited liability company, having an address of 4530 Park Road, Suite
300, Charlotte, North Carolina 28209 (the "Company").
BACKGROUND STATEMENT
A. Purser, HPLEL Realty Associates, LLC ("HPLEL"), and Lionel L. Yow ("Yow")
had formed and were the original members of Smith Creek Retail, LLC, a North Carolina limited
liability company (the "Company"), and owned all of the interests in the Company pursuant to
that certain Operating Agreement dated as of February 28, 2007 (the "Operating Agreement").
Capitalized terms not otherwise defined herein have the meanings given to them in the Operating
Agreement.
B. Pursuant to that certain Transfer Certificate dated December 31, 2009, HPLEL
had transferred its 42.795% of the total Membership Interests (as defined in the Operating
Agreement) in the Company to the Miller Trust.
C. Pursuant to that certain Assignment of Membership Interest, dated as of
December 30, 2010, Yow had transferred all of its right, title and interest in the Company, being
32.205% of the total Membership Interests, to Purser.
D. Pursuant to that certain Assignment of Membership Interest of even date
herewith, Purser has transferred 17.205% of the Membership Interests in the Company to the
Miller Trust.
E. The Company and the Members now wish to confirm their approval of the
transfers described above, and certain other matters, all as set forth in this Amendment.
AGREEMENT
1. Consent. Each Member, by the execution of this Amendment, consents to the
transfers as described in Background Statements B, C and D above.
2. Amendment. Schedule A of the Operating Agreement is hereby deleted and
replaced with Schedule A-1 attached hereto and made a part hereof.
3. Entire Agreement. The Company and the Members agree that the Operating
Agreement, as amended hereby, comprise the entire agreement of the parties hereto, and
supersedes and rescinds any and all prior agreements of understandings, written or oral, relating
to the subject matter hereof and thereof.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
the Operating Agreement of Smith Creek Retail, LLC under seal as of the day and year first
above written.
Company: SMITH CREEK RETAIL, LLC
By:
HenME. Miller III, Manager
By: 6 &'
L L,
Lat W. Purser, III, Manager
Members: 11�_
P U-11sep, HI
MILLER CHILDREN'S GST TRUST TWO
U/A/D APRIL 4,1997
By:
H E. Miller III
Trustee

SCHEDULE A-1
MEMBERS
Lat W. Purser, III
c/o Lat Purser & Associates, Inc.
4530 Park Road, Suite 300
Charlotte, North Carolina 28209
PERCENTAGE INTEREST
40%
Miller Children's GST Trust Two u/a/d April 4, 1997 60%
c/o Henry E. Miller, Jr.
Post Office Box 42
Wrightsville Beach, North Carolina 28480

ASSIGNMENT OF MEMBERSHIP INTEREST
(Smith Creek Retail, LLC)
This ASSIGNMENT OF MEMBERSHIP INTEREST in Smith Creek Retail,
LLC is made as of January i-1 , 2011 by LAT W. PURSER, III, a resident of
Mecklenburg County, North Carolina (the "Assignor") to, and accepted by, MILLER
CHILDREN'S GST TRUST TWO U/A/D APRIL 4,1997 (the "Assignee").
WITNESSETH:
WHEREAS, Assignor, HPLEL Realty Associates, LLC, a North Carolina limited
liability company ("HPLEL"), and Lionel L. Yow, an individual resident of North
Carolina ("Yow") had formed and were the original members of Smith Creek Retail,
LLC, a North Carolina limited liability company (the "Company"), and owned all of the
interests in the Company pursuant to its Operating Agreement dated as of February 28,
2007 (the "Operating Agreement');
WHEREAS, as set forth in that certain Transfer Certificate dated December 31,
2009, HPLEL had transferred its 42.795% of the total Membership Interests (as defined
in the Operating Agreement) in the Company to Assignee;
WHEREAS, as set forth in that certain Assignment of Membership Interest dated
as of December 30, 2010, Yow had transferred all of its right, title and interest in the
Company, being 32.205% of the total Membership Interests, to Assignor; and
WHEREAS, Assignor has agreed to sell 17.205% of the Membership Interests in
the Company to Assignee, and Assignee has agreed to purchase such 17.205% of the
Membership Interests in the Company from Assignor, upon all of the terms and
conditions set forth herein, with such sale resulting in 40% Membership Interests in the
Company owned by Assignor and 60% Membership Interests in the Company owned by
Assignee.
NOW, THEREFORE, in consideration of the payment by Assignee to Assignor
of Sixty Six Thousand Five Hundred and No/100 Dollars ($66,500), and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor
does hereby sell, convey, and assign to Assignee 17.205% of the Membership Interests in
the Company, and Assignee does hereby purchase and accept the assignment from
Assignor of such 17.205% of the Membership Interests in the Company.
Assignor represents and warrants to Assignee that, since Assignor's acquisition of
(i) its Membership Interests as set forth in the Operating Agreement and (ii) Yow's
Membership Interests in the Company, Assignor has not assigned, sold, conveyed,
pledged or in any way encumbered or transferred any such Interests to any person or
entity.

IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment of Membership Interest (Smith Creek Retail, LLC) under seal effective as of
the day and year first above written.
Assignor: r�) —
T . PURSER, III
Assignee: MILLER CHILDREN'S GST TRUST TWO
U/A/D APRIL 4,1997
By:
Henry. Miller III
Trustee

NORRIS, KUSKE &TUNSTALL
CONSULTING ENGINEERS, INC.
January 7, 2011
Ms. Kelly Johnson
NC DENR / Division of Water Quality
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Re: Port City Java Upfit
Smith Creek Station — Tract #2-A2
Revision to Existing Permit No. SW8 970105 Modification with Renewal
Wilmington, NC
NKT Project No. 10071
Dear Ms. Johnson:
J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
John S. Tunstall, P.E.
J.A. Kuske, P.E. of Counsel
`Idsj�l
Please accept this letter as a request for extension. We are continuing to work on addressing
your review comments of December 9, 2010.
Please contact us if you have any questions or comments. Thank you for your assistance on
this project.
Sincerely,
NORRIS, KUSKE & TUNSTALL
CONSULTING ENGINEERS, INC.
" m
Jo n A. Kuske, III, P.E.
I
JAKI I I/asn
10071 01-07-11-8-sw-request for extension-Itr
JAN 11 2011
902 Market Street • Wilmington, NC 28401-4733 • Phone: [phone] • Fax: [phone]

ASSIGNMENT OF MEMBERSHIP INTEREST
(Smith Creek Retail, LLC)
This ASSIGNMENT OF MEMBERSHIP INTEREST (Smith Creek Retail, LLC) is
made as of December,�O , 2010 by LIONI, L L. VOW, a resident of New Hanover County,
North Carolina (the "Assignor"), to and accepted by LAT W. PURSER, III, a resident of
Mecklenburg County, North Carolina (the "Assignee").
WIT NESSETII:
I �IzQC^�/i�ltKtl-,', vCJTkb{Two UGL}C�( tl.G% tv�
WHEREAS, Assignor, Assigne nd , " ' are all
of the members of Smith Creek Retail, LLC, a North Carolina limited liability company (the
"Company"), and own all of the interests in the Company, pursuant to the Company's Operating
Agreement dated as of February 28, 2007 (the "Operating Agreement"); and
WHEREAS, Assignor has agreed to sell all of his right, title and interest in the Company
(the "Interest") to Assignee, and Assignee has agreed to purchase the Interest from Assignor,
upon all of the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the payment by Assignee to Assignor of One
1-lundred Twenty -Five Thousand Dollars ($125,000.00), and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Assignor does hereby sell, convey,
and assign to Assignee the Interest.
Assignor represents and warrants to Assignee that, since Assignor's acquisition of his
Interest as set forth in the Operating Agreement, Assignor has not assigned, sold, conveyed,
pledged or in any way encumbered or transferred (in any event, a "Transfer") any of the Interest
to any person or entity. Assignor agrees to indemnify and hold Assignee harmless from any loss
suffered by, or claim made against, Assignee in connection with any Transfer made or alleged to
have been made by Assignor in contravention of the representation and warranty set froth above.
[Remainder of page left intentionally blank.]

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment of
Membcrship Interest (Smith Creek Retail, LLC) under seal effective as of the day and year first
above written.
Assignor: 'Co (SGAL)
LIONEL L. YO
t
Assignee: 'EAL)
A H'. URSER, Ill
— kd y ),1_1 q* v� -
�� 1 jw IMI IdVeLI J y vYv� s7 (W t�
IN WITNESS WHEREOF,—I-EPEE-t has executed this Assignment of Membership
Interest (Smith Creek Retail, LLC) under seal effective as of the day and year first above written
to confirm his consent to the transfer of the Interest from Assignor to Assignee as set forth herein
and to waive any rights it may have under the Operating Agreement to acquire all or any portion
of the Interest.
Henry E. Miller, Jr., Manager
2

r
NCDENR
North Carolina Department of Environment and Natural Resources
Division of Water Quality
Beverly Eaves Perdue Coleen H. Sullins
Governor Director
December 9, 2010
Mr. Henry E. Miller, III
Smith Creek Retail, LLC
PO Box 42
Wrightsville Beach, NC 28480
Subject: Request for Additional Information
Stormwater Project No. SW8 970105
Smith Creek Station
New Hanover County
Dear Mr. Miller:
Dee Freeman
Secretary
The Wilmington Regional Office received and accepted a plan revision request for the
subject project on November 24, 2010. A preliminary in-depth review of that information
has determined that the application is not complete. The following information is
needed to continue the stormwater review:
Signature Authority: The permit is currently issued in your name as a
manager of Smith Creek Retail, LLC. The February 17, 2010 Annual
Report for this LLC shows that Hplel Realty, LLC is a member. You were
a manager of Hplel Realty, LLC until August 26, 2010 when it was
dissolved. Smith Creek Retail, LLC is a manager -managed LLC. Please
submit a plan revision application containing the name, title, and signature
of an individual with signature authority for the LLC that will be the
permittee. If you transfer the ownership from one LLC to another, please
also submit a name/ownership change form.
2. O&M Agreements: Please submit O&M Agreements signed by an
individual with signature authority.
3. Designer Certifications: Please submit designer certifications for both
ponds.
4. Deed Restrictions: Please submit a copy of the recorded deed restrictions
for this development.
5. Plans: Please show
a. Property/Project boundary lines, bearing & distances.
b. Wetlands delineated, or a note on the plans that none exist.
c. Details for the roads, parking, cul-de-sacs, including sidewalk width,
radii, dimensions & slopes if you have not already done so.
d. A note that roof drainage will be directed to the appropriate stormwater
pond.
e. The inverts of the stormwater collection piping where you have not
already done so.
Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405 One
Phone: [phone] FAX: [phone] Customer Service: 1-877.623-6748 North. Caro i i na
Internet: www.ncwaterquality.org Aatl,1111a!!Y
An Equal Opportunity 1 Affirmative Action Employer

Smith Creek Station
December 9, 2010
or
6. Master Permit Summary Table: The table below summarizes the
impervious area information that I have gathered from the file for the
master permit. Please verify that this data is correct, or make any
necessary corrections. This table will be inserted into your plan revision at
a later date.
Master Permit No. SW8 Master permit #SW8 970105
Lot #
from
Master
Drains
to Pond
#
offsite
Permit #
Date
Issued
Offsite Project
Name
Allocated
BUA
Proposed
BUA
OP 1A
1
SW8 070315
23-Mar-07
Hampton Inn
- 119,572
119,572
OP 2A
1
SW8 100303
23-Marl0
Buffalo Wild
Win s
- 110.251
- 110,251
OP 3R
2
SW8 000840
27-Sep-00
Alpha Graphics
- 49,005
49,005
OP 4A
1
SW8 000719
1-Nov-07
Land Rover
- 80,760
- 80,760
OP 5R
2
-
-40,772
- -
OP6R
2
-43,516
- -
Tract 1 R
Pond 1
SW8 071007
29-Nov-07
Home Depot
364,597
_ 364,597
Pond 2
_ 49,658
- 49,658
Tract 3
2
PIan,Revision
23-Nov-09
Gold's Gym
-156.816
_ 139,392
Tract 2-
A2
2
Plan Revision
9-Dec-10
Port City Java
- 73,900
73,100
Tract 213
Pond 1
SW8 071008
7-Dec-07
Kohl's
- 33,068
- 13,068
Pond 2
. 274,428
274,428
7. Upcoming Inspection: This site will be inspected and must be compliant
prior to the issuance of this Plan Revision. Please be advised that there is
an NOV with Intent to Enforce on file dated September 5, 2007 that does
not appear to have been resolved.
Please note that this request for additional information is in response to a preliminary
review. The requested information should be received in this Office prior to January 10,
2011, or the application will be returned as incomplete. The return of a project will
necessitate resubmittal of all required items, including the application fee.
If you need additional time to submit the information, please mail, email or fax your
request for a time extension to the Division at the address and fax number at the bottom
of this letter. The request must indicate the date by which you expect to submit the
required information. The Division is allowed 90 days from the receipt of a completed
application to issue the permit.
The construction of any impervious surfaces, other than a construction entrance under
an approved Sedimentation Erosion Control Plan, is a violation of NCGS 143-215.1 and
is subject to enforcement action pursuant to NCGS 143-215.6A.
Please reference the State assigned project number on all correspondence. Any
original documents that need to be revised have been sent to the engineer or agent. All
original documents must be returned or new originals must be provided. Copies are not
Pagc 2 of 3

Smith Creek Station
December 9, 2010
acceptable. If you have any questions concerning this matter please feel free to call me
at [phone] or email me at [e-mail].
Sinc r
Kelly Johnson
Environmental Engineer
GDS/kpj: S:\WQS\STORMWATER\ADDINFO\2010\970105.dec10
cc: John Kuske III, PE
Wilmington Regional Office Stormwater File
Page 3 of 3

A- NORRIS, KUSKE &TUNSTALL
CONSULTING ENGINEERS LN-C
November 24, 2010
Ms. Jo Casmer �� V
NC DENR / Division of Water Quality
Water Quality Section Nov a 4 991U•
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Re: State Stormwater Permit Revision Submittal
Port City Java Upfit
Smith Creek Station — Tract #2-A2
Revision to Existing Permit No. SW8 970105 Modification with Renewal
Wilmington, NC
NKT Project No. 10071
J. Phillip Norris, P.E.
John A. Kuske, III, P.E.
John S. Tunstall, P.E.
J.A. Kuske, P.E. of Counsel
Dear Ms. Casmer:
Enclosed are two (2) copies of the Smith Creek Station Stormwater Master Plan, two
(2) sets of plans for the Port City Java Upfit and the original Division of Water Quality
Stormwater Management Permit Revision application for your review and approval.
Please feel free to 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.
Joh A. Kuske, III, P. E. j
JAKI II/asn
10071 11-24-10-s-sw-revision-Itr
Enclosures
cc: Hank Miller / Smith Creek Retail, LLC
Steve Schnitzler / PCJ Ventures, LLC
NOV 2 4 2010
902 Market Street • Wilmington, NC 28401-4733 • Phone: [phone] • Fax: [phone]