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AMENDED AND RESTATED
OPERATING AGREEMENT
OF
�SHALLO T-TE=INVESTMENTS,-I:.C�
THE INTERESTS DESCRIBED AND REPRESENTED BY THIS AMENDED AND
RESTATED OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS,
REGULATIONS AND RULES (COLLECTIVELY, "SECURITIES LAWS") AND MAY
BE RESTRICTED SECURITIES AS THAT TERM IS DEFINED UNDER THE
SECURITIES LAWS. TO THE EXTENT THAT INTERESTS CONSTITUTE
SECURITIES,, THEY MAY NOT BE, OFFERED FOR SALE, SOLD, OR OTHERWISE
TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR. QUALIFICATION UNDER THE SECURITIES LAWS OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES LAWS, THE AVAILABILITY OF WHICH- IS TO BE ESTABLISHED TO
THE SATISFACTION OF THE COMPANY. ECEIVE
AUG 1 8 2022
BTM:758610v1 9
AMENDED AND RESTATED
OPERATING AGREEMENT
OF
SHALLOTTE INVESTMENTS, LLC
This Amended and Restated Operating Agreement ofrSHAELOTTE_INVESTMENTS„
CLLC,7a North. Carolina limited liability company (the "Company") amends and restates in its
entirety that certain. Operating Agreement of the Company dated April 30, 2015. 'The:Members
•andrManagers-of=tlfd-Company-are=listed-on-the=attached-Exhibit:C which shall be amended as
necessary to maintain its accuracy. Effective. January 1, 2017 (the "Effective Date"), the
Members and Managers agree that the Company will be organized and operated in accordance
with the terms of this Agreement.
ARTICLE I
ORGANIZATION
1.01 Terms. Capitalized terms used in this Agreement have the meanings given to
them in the attached Exhibit A.
1.02 Name. The name of the Company is SHALLOTTE INVESTMENTS, LLC.
1.03 Office and Principal.Place of Business. The office and principal place of business
of the Company shall be located at such place or places as the Managers may designate.
1.04 Registered Office and Registered Agent, The registered office and registered
agent of the Company shall be such office and agent as the Managers may designate.
1.05 Formation and Term. The Company was formed on March 10, 2014, upon the
filing of the Articles of Organization with the North Carolina Department of the Secretary of
State pursuant to the Act and shall continue until the Company is dissolved and its affairs wound
up in accordance with the provisions of this Agreement or the. Act.
1.06 Purpose and Powers. The purpose and powers of the Company are as follows:
(a) Purpose. The purpose and business of the Company shall be to enter into
any lawful transaction or engage in any lawful activity for which limited liability
companies may be organized under the Act, except as may be limited or restricted by the
Company's Articles of Organization.
(b) Powers. The Company shall have any and all powers which are necessary
or desirable to carry out the purpose and business of the Company, to the extent that such
powers may be legally exercised by limited liability companies under the Act.
BTM:758610v1
ARTICLE II
MANAGEMENT AND LIABILITY
2.01 Designation and Removal of Managers. The Company shall have one or more
Managers, who may, but need not be Members. The Managers are listed on the attached Exhibit
C. Each Manager shall hold office until his or her death, resignation or removal. The Members
shall have the power to designate, replace or remove a Manager by the affirmative vote of the
Members holding a Majority Interest. The designation of a Manager who is not a.Member is not
effective until the Manager executes an agreement, to be bound by the provisions of this
Agreement.
2.02 Grant of Power and Authority. The business and affairs of the Company shall be
managed by its Managers. The Managers shall have full and complete authority; power and
discretion to manage and control the business, affairs and properties of the Company, to make all
decisions regarding those matters, to execute and deliver, for and on behalf of the Company, any
and all documents and instruments which may be necessary or desirable to carry on the business
of the Company and to perform any and all other acts or activities customary or incident to the
management of the Company's affairs, except the following which will require the prior consent
of the Members holding a Majority Interest.
(a) Disallowed Actions. Taking any action in contravention of this
Agreement;
(b) Company Property. Possessing Company property or assigning rights in
Company property for other than a Company purpose;
(c) Ordinary Business. Taking any action which would make it impossible to
cant' on the ordinary business of the Company;
(d) Amendments. Amending this Agreement or the. Articles of Organization.
(e) Dispose_of Assets. Selling, transferring' or otherwise disposing of all or
substantially all of the assets of the Company;
(f) Encumber Assets. Encumbering all or substantially all of the assets of the
Company;
(g) Confess a Judgment. Confessing a judgment against the Company;
(h) Bankruptcy. Filing or consenting to the filing of apetition for or against
the Company under any federal or state bankruptcy, insolvency or reorganization act;
(i) Non- Prorata Distribution. Making a non-prorata distribution or return of
capital to any Member, except as otherwise provided in this Agreement;
0) Subject Member to Liability. Taking any action that would subject any
Member to liability or to take any action which would cause the Company to be treated as
BTM:75861&1
other than a limited liability company for federal income tax purposes or under the laws
of any applicable jurisdiction; and
(k) Reorganize Company. Changing or reorganizing the Company into any
other legal form.
2.03 Action by Managers. If there is more than one Manager, all decisions with
respect to the management of the business and affairs of the Company shall ,be made by action of
a majority of the Managers taken at a meeting or evidenced by a written consent executed by a
majority of the Managers. Any action taken by the Managers shall constitute the act of and serve
to bind the Company. The Managers, by written resolution, may delegate responsibility for the
day-to-day management of the Company to one or more Managers or Persons retained by the
Managers who shall have and exercise on behalf of the Company all powers and rights necessary
or convenient to carry out such management responsibilities.
2.04 Duties and Obligations. A Manager shall devote such time to the business and
affairs of the Company as is necessary to carry our the. Company's business and shall discharge
his or her duties as required under the Act, A Manager shall discharge his or her duties as
manager in good faith, with the care an ordinary prudent person in a like position would' exercise
under similar circumstances, and in the manner the Manager reasonably believes to be in the best
interests of the Company. In discharging his or her duties, a Manager is entitled to rely on
information, opinions, reports, or statements, including, but not limited to, financial statements or
other financial data, if prepared or presented by:
(a) Employees. One or more employees of the Company whom the Manager
reasonably believes to be reliable and competent in the matters presented;
(b) Advisors. Legal counsel, certified public accountants,.or other individuals
on matters the manager reasonably believes are within the person's professional or expert
competence; or
(c) . Committee, A committee of Managers of which the Manager is not a
member if the Manager reasonably believes the committee merits confidence.
A Manager is not acting in good faith if the Manager has actual knowledge concerning the matter
in question that makes reliance otherwise permitted by this Section unwarranted. A Manager is
not liable for any action taken as a Manager, or any failure to take any action, if the Manager
performs the duties of his or her office in compliance with this Section.
2.05 Other Activities. A Manager may engage independently or with others in other
business ventures or investments of any kind, whether or not such venture or investment is in
competition with the Company. Neither the Company nor any Member shall have any rights in
and to such independent ventures or the income or profits derived from the ventures.
2.06 Indemnification. The Company shall indemnify a Manager to the fullest extent.
permitted or required by the Act, as amended from time to time, and the Company may advance
expenses incurred by a Manager upon the approval of the Members holding a Majority Interest
and the receipt by the Company of an undertaking. by the Manager to reimburse the Company
BTM:758610v1
unless it is ultimately determined that the Manager 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 of the
Managers.
2.07 Limitation on Liability. No Manager of the Company shall be liable to the
Company for monetary damages for an act or omission in such Person's capacity as a Manager,.
except for (i) acts or omissions which a Manager knew at the time of the acts or omissions were
clearly in conflict with the interests of the Company; (ii) any transaction from which a Manager
derived an improper personal benefit; or (iii) acts or omissions occurring prior to the date this
provision becomes effective. If the Act is amended to authorize furtherelimination of or
limitations on the liability of Managers, then the liability of the Managers shall be eliminated or
limited to the fullest extent permitted by the Act as so amended. Any repeal or modification of
this Section.shall not adversely affect the right or protection of a Manager existing at the, time of
such repeal or modification. The provisions of this Section shall apply also to any Person to
whom the Members have delegated management authority, whether or not such Person is a
Manager or Member.
2.08 Compensation and Expenses of Managers. The salary and other compensation of
a Manager shall be fixed from time to time by an affirmative vote of Members holding at least a
Majority Interest. No Manager shall be prevented from receiving a salary by reason of the fact
that he or she is also a Member of the Company. The Company shall pay all costs and expenses
arising from or relating to the organization of the Company and the commencement and
continuation of its business, including reimbursement of a Manager for out-of-pocket and
overhead expenses in providing services to the Company: No payment of compensation or
expense under this paragraph is intended to affect the Ownership Percentage of a, Manager who
is also a Member or the amounts that may be payable to a Manager by reason of his or her
respective Ownership Percentage. The amounts paid as compensation under this paragraph shall
constitute guaranteed payments under §707(c) of the Code.
2.09 Dealings With Affiliates. The Managers are specifically authorized to employ,
contract and deal with, from time to time, any Member or Affiliate of any Member or Manager,
provided the other Members or Managers consent, and in connection therewith to pay such
Person fees, prices or other compensation provided that such employment, contracts, and
dealings are commercially reasonable and necessary or appropriate for Company purposes and
the fees, prices or other compensation paid by the Company are, in the judgment of the
Managers; reasonable and typical or competitive with the fees, prices or other compensation
customarily paid for similar property or services in,the same general area.
2.10 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.
aTM:758610v1
ARTICLE III
3.01 No Right to Manage. The Members in their capacities as Members shall not take
part in the management or control of the business, nor transact any business for the Company,
nor shall they have power to sign.for or to bind the Company.
3.02 Action by Members. Any action to be taken by the Members under the Act or
this Agreement may be taken (i) at a meeting of Members held, on such terms, and after such
notice as the Managers may establish; provided, however, that notice of a meeting of Members
must be given to all Members entitled to vote at the meeting at least five (5) days before the date
of the meeting unless waived by the Members; or (ii) by written action of the Members holding a
Majority Interest; provided, however, that any action requiringthe consent of all Members under
this Agreement or the Act must be signed by all Members if taken by written action. No notice
need be given of action proposed to be taken by written action, or an approval given by written
action, unless specifically required by this Agreement or the Act. Such written actions will be
effective when the Members required to approve such action have signed the consent, unless the
consent specifies a different effective date, and they must be kept with the records of the
Company.
3.03 Rights of an Economic Interest Owner. An.Economic Interest Owner shall not be
entitled to any of the rights, powers, or privileges of a Member, except that such Economic
Interest Owner shall be entitled to receive the distributions and allocations to which a Member
would be entitled pursuant to Articles V, VI and X, and the CapitalAccount which. is associated
with the Economic Interest will be maintained pursuant to Article IV. The Economic Interest
Owner will remain liable for all obligations of any Member whose Economic Interest was
acquired. The restrictions on Transfer on an Owner or an Ownership Interest set forth in this
Agreement will apply to any Economic Interest and Economic Interest.Owner as if the Economic
Interest Owner were a Member and as if the Economic Interest were a Membership. Interest.
3.04 Withdrawal. Without the prior written consent of all of the other Members, no
Member will voluntarily withdraw or take any other voluntary action which directly causes a
Withdrawal Event: Any Member withdrawing in contravention of this Agreement shall
indemnify, defend and hold harmless the Company and all other Members 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 withdrawal. Damages for breach
of this Section shall be monetary damages only (and no specific performance), and such damages
may be offset against distributions by the Company to which the withdrawing Member would
otherwise be entitled. Upon the occurrence of a Withdrawal Event, unless such Member is the
sole Member of the Company, the withdrawing Member or his or her successor becomes an
Economic Interest Owner only.
3.05 Restrictions on Transfers, No Owner shall at any time. Transfer all or any part of
his or her Ownership Interest except in accordance with the conditions and limitations set out in
this Agreement or as agreed by the Members and the Company; provided, however, that these
prohibitions on Transfer shall not apply to Transfers of Ownership Interests to the Company or
to a Member.
BTM:758610v I
3.06 Rights of Transferee. Unless and until admitted as a Member of. the Company in
accordance with this Agreement, the Transferee of a Member's Membership Interest shall be an
Economic Interest Owner only.
3.07 Admission of Economic Interest Owners as Members. An. Economic Interest
Owner may be admitted as a Member of the Company upon furnishing to the Company all of the
following:
(a) The written consent of the Members holding a Majority Interest;
(b) The acceptance, adoption and approval in writing and in a form
satisfactory to the Members of all the terms and conditions of this Agreement; and
(c) Payment of such reasonable expenses as the Company may incur in
connection with the Economic Interest Owner's admission as a Member.
3.08 ,Admission of New Members. Upon the approval of the Members holding a
Majority Interest, a Person may become a Member of the Company by executing an agreement
setting forth the acceptance of membership under the conditions of this Agreement and the terms
of the Capital Contribution, and by the issuance by the Company of Membership Interests for
such consideration as approved by the Members.
3.09 Allocation to Additional Members. No Member admitted after the date of this
Agreement or Economic Interest Owner shall be entitled to any retroactive allocation of losses,
income or expense deductions incurred by the Company. The Members may, at their option, at
the time an additional Member is admitted, close the Company books (as though the Company's
tax year had ended) or make pro-rata allocations of loss, income and expense deductions to the
new Member for that portion of the Company's tax year in which the new Member was admitted
in accordance with the provisions of 706(d) of the Code and the Treasury Regulations
promulgated thereunder.
3.10 Representations and Warranties. Each Member; and in the case of an Entity, the
individual(s) executing thisAgreement on behalf of the Entity, hereby represents and warrants to
the Company, and each other Member that: (a) if that Member is an Entity, that it is duly
organized, validly existing, and in good. standing under the law of its state or country of
organization and that it has full organizational power to execute and,agree to the Agreement and
to perform its obligations hereunder; (b) that the Member is acquiring its interest in the Company
for the Member's own account as an investment and without an intent to distribute the interest;
(c) the Member acknowledges that the interest has not been registeredunder the Securities Act of
1933 or any state securities laws, and may not be resold or transferred by the Member without
appropriate registration or the availability of an exemption from such requirements,
3.11 Other Activities of Members., Any Member may engage independently or with
others in other business ventures or investments of any kind, whether or not such venture or
investment is in competition with the Company. Neither the Company nor any other Member
shall have any rights in and to such independent ventures or the income or profits derived
therefrom. In addition, each Member acknowledges and consents to such activities by any other
Member and waives any and,all'objections thereto.
nTM:758610v1
3.12 Member Conflicts of Interest.
(a) A Member shall be entitled to enter into transactions which may be
considered to be competitive with, or a business opportunity that maybe beneficial to, the
Company, it being expressly understood that certain of the Members may enter into
transactions that are similar to the transactions into which the Company may enter.
Notwithstanding the foregoing, Members shall account to the Company and hold as
trustee for the Company, any property, profit or benefit derived by the Member, without
the consent of the other Members, in the conduct and winding up of the Company
business or from a use or appropriation by the Member of Company property, including
information developed exclusively for the Company and opportunities expressly offered
to the Company.
(b) A. Member's conduct shall not violate a duty or obligation to the Company
solely on the grounds that such conduct furthers the Member's own interest. A Member
may lend money to and transact other business with the Company. The rights and
obligations of a Member who lends money to or transacts business with the Company are
the same as those of a Person who is not a Member, subject to otherapplicable law. No
transaction with the Company shall be voidable solely because the Member has a direct
or indirect interest in the transaction if either the transaction is fair to the Company or the
material facts of the transaction and the Member's interest are disclosed, to all
disinterested Members, and the disinterested Members authorize, approve or ratify the
transaction.
ARTICLE IV
CAPITAL CONTRIBUTIONS AND ACCOUNTS
4.01 Maintenance of Capital Accounts. Separate Capital Accounts shall be maintained
for each Member in accordance with the Regulations as described in Exhibit B.
4.02 Interest on and Return of Capital. No Owner shall be entitled to any interest on
such Owner's Capital Account or on such Owner's Capital Contributions to the Company. No
Owner shall have the right to demand or to receive the return of all or any part of such Owner's
Capital Contributions to the Company or such Owner's Capital Account except as otherwise
provided in this Agreement.
4.03 .Additional Funds. In the event that the Managers determine at any time (or from
time to time) that additional funds are required by the Company for or in respect of its business
or to pay any of its obligations, expenses, costs, liabilities or expenditures (including, without
limitation, any operating deficits), then the Managers, in their sole discretion, may either (i)
borrow all, or part of such additional funds on behalf of the Company, with interest payable at
then -prevailing rates, from one or more of the Members or from commercial, banks, savings and
loan associations or other commercial lending institutions or (ii) call for additional Capital
Contributions in accordance with Section 4.04.
4.04 Additional Capital Contributions. No Member shall beobligated or required to
make any additional Capital Contributions to the Company. The Members may make additional
Capital Contributions to the Company if all the Members make such additional Capital
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Contributions on a pro-rata basis or consent in writing to any non-prorata contribution. If such
contributions are made by a. Member other than on a pro -rats basis, amount of such contribution
in excess of the Member's Membership Percentage, shall be deemedto be a loan to the
Company, payable upon demand and bearing interest at the rate of five percent (5%) per annum,
unless otherwise agreed by the Members. A Member's share shall be payable in cash or by
certified check.
ARTICLE V
ALLOCATIONS
Subject to the requirements of the Regulations as provided in Exhibit B, the Net Profits,
Net Losses, and distributive shares of tax items shall be allocated to the Owners on a pro-rata
basis in accordance with their respective. Ownership Percentages during the period over which
such Net Profits, Net Losses and tax items were accrued.
ARTICLE VI
DISTRIBUTIONS
6.01 Interim and Liquidating Distributions. Distributions of Net Cash Flow or
distributions in kind to Owners, whether in liquidation or otherwise, shall be made in the
following order and priority; provided, however, that no distribution shall be made: to Owners if
prohibited by North Carolina General Statutes, Section 57D-4-05:
(a) First, in proportion to the Owners' respective positive Capital Account
balances in an amount not to exceed ,that which would reduce, the Owners' respective
Capital Account balances to zero; and
(b) The balance, if any, in proportion to the Owners' respective Ownership
Percentages.
6.02 Adiustment to Fair Market Value. Prior to any distribution in kind, the difference
between such established value and book value of the property to be distributed shall be credited
or charged', as is appropriate, to the Owners' Capital Accounts in proportion to their Ownership
Percentages. Upon the distribution of such property, such agreed -upon value shall be charged to
the Capital Accounts of the Owners receiving such, distribution.
6.03 Tax Distribution. Provided that such distributions are permitted by law, the
Members and the Company agree that, on a quarterly basis, distributions shall be made to each
Member in an amount equal to the estimated federal and state income taxes incurred by such
Member by reason of the inclusion on.his or her personal income tax return of his or her share of
the: Company's taxable income; such estimate to be based' on the assumption that the combined
federal and state tax rate of each Member is 35%. If no Member is subject to quarterly payments
of such estimated taxes, such distributions may be made at; such time as reasonably determined
by the Company, but in no event will such distributions be made later than February 15 of the
year immediately following the year for which such taxes have accrued.
BTM:758610,1
ARTICLE VII
RIGHT OF FIRST REFUSAL
7.01 Receipt of Bona Fide Offer. If any Owner shall receive a Bona Fide Offer to
purchase any or all of his or her Ownership Interest, and he is willing to accept such Bona Fide
Offer, then such Owner shall make a written offer to the Company and to the Remaining
Members to Transfer all of the Ownership Interest proposed to be Transferred by the Transferor.
The Offer by the Transferor shall include a statement of intention to Transfer and shall disclose
all the terms of the proposed Transfer, including the name and address of the Transferee, and
shall be accompanied by a copy of the Bona Fide Offer.
7.02 Acceptance of Offer by Transferor. Within thirty (30) days after its receipt of the
Offer by Transferor, the Company may, at its option, elect to purchase all of the Ownership
Interest proposed to be Transferred. The decision of the Company as to the acceptance or non-
acceptance of said offer shall be made by the Remaining Members. If the Company does not
elect to purchase the Ownership Interest proposed to be Transferred, the Company shall, within
five (5) business days following delivery of written notice of its election not to purchase to
Transferor, or within five (5) days following the expiration of the above -described thirty (30)-
day period, deliver written notice of its election not to purchase to the: Remaining,Membem The
Remaining Members may, within forty-five (45) days after the receipt of said notice from the
Company, at the Remaining Members' option, purchase all of the Ownership Interest proposed
to be Transferred, in. Proportionate Shares. The Remaining Members shall exercise their election
to purchase by giving written notice of such election to the Transferor and to the Company.
Such notice of election to purchase shall specify a date for the closing of the purchase, which
shall be not more than thirty (30) days after the date of such notice. If any consideration to be
received by the Transferor under the Bona Fide Offer is property other than cash, the time
periods for acceptance of the Offer by Transferor by the Company, or the Remaining Members,
and the closing date shall be extended and shall begin running effective the day after the fair
market value of such consideration is determined in accordance with this Article.
7.03 Purchase Price. The purchase price for the Ownership Interest proposed to be
Transferred shall be the same as the purchase price stated in the Bona Fide Offer. If any
consideration to be received by the Transferor under the Bona Fide Offer is property other than
cash, the value shall be computed on the basis of the fair market value of such non -cash
consideration. Such fair market value shall be determined by agreement among the Transferor
and, the Company, or if they are unable to agree, as determined by the average of the appraisals
of two (2) independent qualified appraisers, one being selected by the Transferor and the other
by the Company, the cost of such appraisal being shared equally by Transferor and the
Company.
7.04 Closing of Purchase. The closing of, purchaseshalltake place at the principal
office of the Company. The Company or the Remaining Members shall have the option of
paying the purchase price according to the same terms as the Bona Fide Offer or according to the
Company Payment Terms.
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7.05 Transfer After Offer. If the Ownership Interests are not .purchased by the
Company or the Remaining Members as provided in this Article, the Transferor shall, for a
period of ninety (90) days thereafter, be free to Transfer the Ownership Interests to the
Transferee, upon the terms disclosed in the offer given to the Company pursuant to this Article.
7.06 Prohibited Transfers Void.
(a) Any purported Transfer in violation of this Agreement shall be null and
void and shall not transfer any interest in, or title to, the Ownership Interests transferred
to the purported Transferee. The Company shall not be required to treat as owner of the
Ownership Interests, or to pay distributions to, any Transferee to whom any of those
Ownership Interests shall have been purportedly Transferred.
(b) In addition, and without in any way intending to validate, approve or
otherwise render a Transfer in violation of this Agreement other than. null and void, the
Company first, and the Remaining Members (in Proportionate Shares) second, shall have
the option to purchase all or any portion of the Ownership Interests attempted to be
Transferred to a Transferee in violation of a restriction on Transfer contained in this
Agreement for the price and on the same terms and conditions described in this Article;
provided, however, that the Company and the Remaining Members may pay the purchase
price according to the Company Payment Terms. To exercise this option; the Company
must give the Transferee written notice within thirty (30) days after the Company is
notified of the purported Transfer. In the event the Company does not elect to exercise
this option, the Company shall, within ten (10) business days following the expiration of
the foregoing thirty (30)-day period, notify the Remaining Members of its election. The
Remaining Members must give the Transferee written notice, within thirty (30) days
following the receipt of notice from the Company, of their election to purchase all or any
portion of the Ownership Interest purportedly held by the Transferee. The. Transferee's
sale obligation pursuant to this Section may be specifically enforced by the Company or
any Remaining Member.
ARTICLE VIII
BUY-OUT EVENTS
8.01 Buy -Out Events. Each of the following events shall constitute a "Buy -Out Event"
under this Agreement: '
(a) The death, declaration of legal incompetence, or dissolution and winding
up ofan Owner;
(b) Any bankruptcy or insolvency event as more particularly set forth in North
Carolina General Statutes Section,57D-3-02(a)(1) provided that any filing of a petition or
suit under the bankruptcy laws by or against an Owner that is dismissed within sixty (60)
days shall. not be a Buy -Out Event;
(c) Any purported voluntary or involuntary Transfer of all or any part of an
Owner's Ownership Interest in a manner not expressly permitted by this Agreement;
8TM:758610v1 10
(d) Any material breach of this Agreement by an, Owner which is not cured
within ten (10) days after written notice of such breach is given to the Owner by the
Company;
(e) Any instance in which the spouse of a Member commences against a
Member, or a Member is named in, a Domestic Proceeding and such Member's
Membership Interest is subject to an actual transfer to the spouse; or
(f) Any withdrawal by a Member from the Company other than as may be
expressly permitted by this Agreement.
8.02 Notice. The Transferor or his or her executor, administrator, or other legal
representative in the event of death, the declaration of legal incompetency, or Disability, shall
give the notice to the Company and the other Members within ten (10) days after the occurrence
of a Buy -Out Event. If the Transferor fails to give such notice, any other Member (other than the
Transferor) may give the notice at any time thereafter and by so doing commence the procedure
provided for in this Article.
8.03 Optional Purchase. Upon receipt of notice of a Buy -Out Event as described, in
Section 8.01(a) — (f), the Company shall have the option to purchase from the Transferor, and
the Transferor. shall sell to the Company upon the exercise of such option, all, but not less than
all, of the Ownership Interest owned by such Transferor. If the Company does not elect to
exercise the option, the Remaining Members may, at their option, purchase, in Proportionate
Shares, all of the Transferor's Ownership Interest. The option shall be exercised by either, the
Company or the Remaining Members by giving written notice to the Transferor or the
Transferor's personal representative within ninety (90) days following delivery of written notice
of the Buy -Out Event.
8.04 Purchase Price: Fair Market Value. The purchase price of the Ownership Interest
to be purchased pursuant to this Section 8.04 shall be the Fair Market Value of the Ownership
Interest as of the last day of the month preceding the date of occurrence of the applicable Buy -
Out Event.
8.05 Payment of Purchase Price. The purchase price under this Article shall be
payable according to the Company Payment Terns unless life insurance proceeds are received
by the Company as a result of the death of the Transferor; in which case, those proceeds shall be
paid. in cash to the extent of such proceeds, with any excess proceeds above the purchase price
being retained by the Company. If such proceeds represent less than the purchase price, then the
purchase price will be paid according to the Company Payment Terms with the down payment
equal to the amount of the proceeds of the life insurance policy.
8.06 Closing. The closing of any purchase and sale under this Article shall take place
at the Company's office at a date designated by the Company, which shall, not be more than
ninety (90) days after the later of: (i) the date of determination of the purchase price of the
Ownership Interest; (ii) the date of the qualification or appointment of any personal
representative for the Transferor; (iii) the receipt of proceeds of any life insurance policy if part
or all of the purchase price is to be paid with such proceeds; or (iv) the date the Company, the
BTM:758610v1 1.1
Remaining Members, or the Transferor, as applicable, give written notice of the exercise of the
right to purchase under this Article.
8.07 Failure to Exercise Purchase_ Option. In the event neither the Company nor the
Remaining Members exercise their option to purchase under this Article, the Transferor, or its
Executor, administrator, or other legal representative in the event of death or declaration of legal
incompetency, may transfer the economic rights in the Ownership Interest of the Transferor to
any Person; PROVIDED, HOWEVER, that the Transferee (i) shall be an Economic Interest
Owner only; (ii) shall not be admitted as a Member without full compliance with this
Agreement; and (iu) shall be subject to the transfer restrictions imposed, by this,Agreement.
ARTICLE IX
MISCELLANEOUS TRANSFER PROVISIONS
9.01 Specific Performance. The parties hereby declare that it is impossible to measure,
in money, the damages which will accrue to a party to this Agreement or to any personal
representative of a deceased Member by reason of a failure to perform any of the obligations
under Articles VII or VIII of this Agreement. Therefore, if any party, or such personal
representative, shall institute any action or proceeding to enforce the provisions of this
Agreement, any Person, including the Company, against whom such action or proceeding is
brought,waives the claim or defense therein that such party, or such personal representative, has
an adequate remedy at law, and such Person shall not urge in any such action or proceeding the
claim or defense that such remedy at law exists.
9.02 Company's Purchase Obligations. If the Company is not lawfully permitted to
pay, .from time to time, any amount owed with respect to a purchase by the Company of any
Ownership Interest: (i) the entire amount which may lawfully be paid shall be paid immediately
on such account; and (ii) the surviving or remaining Members shall promptly take those steps
that are appropriate or necessary to enable the Company to pay the balance which is then due,
including, by way of illustration and not by way of limitation, the obtaining of an up-to-date
appraisal of the assets of the Company or including in the note given to evidence the money
owed that language which is required (under Section 57D-4-05 of the Act) to allowthe Company
to issue the note: The payee hereby consents to the inclusion of thatlanguage in the note.
9.03 Purchase by Member. Whenever any Ownership Interest under this Agreement is
purchased by an Owner; the purchased Ownership Interest shall serve as collateral security for
the payment of the unpaid purchase price until the entire purchase price has been paid., While a
Membership Interest serves as collateral security, and so long as the purchaser is not in default,
the purchaser shall be entitled to all voting rights with respect to such Membership Interest.
9.04 Purchase by Company. Whenever the Company purchases any Ownership
Interest under this Agreement, each Member and all other necessary parties, shall do all things
and execute and deliver all papers as are necessary to consummate such purchase. Further, the
Remaining Members, jointly and severally if more than one, shall endorse any promissory, note
for the deferred balance of the purchase price.
9.05 Transferor Rights After Purchase'
So long as any part of the purchase price of
any Ownership Interest sold in accordance with this Agreement remains unpaid by the Company,
BTM:758610v1 12
the Transferor shall have the right to examine the books and records of the Company from time
to time and receive copies of all accounting reports and tax returns prepared for or on behalf of
the Company. If the Company breaches any of its, obligations under this Section, the Transferor,
in addition to any other remedies available, may elect to declare the entire unpaid purchase price
due and payable forthwith.
9.06 Indebtedness to Member. If the Company purchases any Membership Interest of
a Member pursuant to the terms of this Agreement, and at the time of such purchase the
Company is indebted to the Member whose Membership, Interest is so purchased, such
indebtedness shall be satisfied according to the Company Payment Terms.
9.07 Indebtedness to Company. If the Company or the Remaining Members purchase
any Ownership. Interest pursuant to the terms hereof, and if at the time of such purchase the
Owner is indebted to the Company, then the amount of such indebtedness shall be credited to the
purchase price to be paid by the Company if the Company is the purchaser, to be first applied
against any cash down payment obligation. In the event the amount of such indebtedness
exceeds the purchase price, such excess shall be satisfied by such Owner, at the option of the
Company on the Company Payment Terms. If a Remaining. Member is the purchaser; the
amount of such indebtedness shall be, accelerated and become immediately due and payable to
the extent Transferor receives cash or its equivalent at the closing of such sale and any amount
not so accelerated shall be satisfied, at the option of. the Company, on the Company Payment
Terms.
9.08 Insurance. The Company shall have the right, but shall not be required, to acquire
and maintain life insurance on any.or all of the Members, naming itself as beneficiary thereof.
Additionally, the Company may obtain additional levels of coverage on any or all Members for
"key -man" purposes, as the Members may determine are necessary from time to time: Each of
the Members shall cooperate with the Company in obtaining such insurance, including
submitting to any required medical or other examinations and executing and delivering any
application or other instrument reasonably necessary to effectuate such insurance.
ARTICLE X
DISSOLUTION; LIQUIDATION AND TERMINATION
10.01 Dissolution. The Company shall be dissolved upon the occurrence of any of the
following events:
(a) When the period fixed for the duration of the Company shall expire;
(b) By the unanimous written agreement of all of the Members; or
(c) The entry of a decree of judicial dissolution or the issuance of a certificate
for administrative dissolution under the Act.
The occurrence of a Withdrawal Event will not -result in the dissolution of the Company.
10.02 Winding Up, Liquidation and Distribution of Assets. Upon the happening of any
of the events specified in this Article, the Liquidator will commence as promptly as practicable
to wind up the Company's affairs unless the Liquidator determines that an immediate liquidation
STM:758610v1 13
of Company assets would cause undue loss to the Company, in which event the liquidation may
be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company
may be liquidated or distributed in kind; as the Liquidator determines to be appropriate. The
Owners will continue to share the Net Cash Flow, Net Profits and Net Losses during the period
of liquidation in the manner set forth in Article V and Article VI. The proceeds from
liquidation of the Company, including repayment of any debts of Owners to the Company, and
any Company assets that are not sold in connection with the liquidation will be applied in the
following order of priority:
(a) To payment of the debts and satisfaction of the other obligations of the
Company, including without limitation debts and obligations to Owners;
(b) To the establishment of any reserves deemed appropriate by the Liquidator
for any liabilities or obligations of the Company, which reserves will be held for the
purpose of paying liabilities or- obligations and, at the expiration of a period the
Liquidator deems appropriate, will be distributed in the manner provided in Subsection
(c); and
(c) To the payment to the Owners of the positive balances in their respective
Capital Accounts, pro rata, in proportion to the positive balances in their Capital
Accounts after giving effect to all allocations and distributions under Article V and
Article VI for all prior periods, including the period during which the process of
liquidation occurs.
10.03 Articles of Dissolution. Articles of Dissolution shall be filed in the Office of the
Secretary of State upon the dissolution and the commencement of winding up of the Company,
in accordance with the Act.
10.04 Return of Contribution Nonrecourse to Other Members. Except as provided by
law or as expressly provided in this Agreement, upon dissolution, each Owner shall look solely
to the assets of the Company for the return of his or her Capital Contribution. If the Company
property remaining after the payment or discharge of the debts and liabilities of the Company is
insufficient to return the cash contribution of one or more Owners, such Owner or Owners shall
have no recourse against any other Owner:
ARTICLE XI
BOOKS AND RECORDS
11.01 Accounting Period. The Company's accounting period shall be the calendar year.
11.02 Books and Records. The Company's books and records, this Agreement and all
amendments thereto, and any other agreements, records, documents or data required to be
maintained by the Act; shall be maintained at the principal office of the Company and shall be
open to inspection and examination by the Members or their duly authorized representatives at
all reasonable times.
11.03 Books of Account. The Company shall, for income tax purposes, keep and
maintain, or cause to be kept and maintained, adequate books of account of Company business.
BTM:7596100 14
Such books of account shall initially be kept on a cash basis, but the Members shall have the
right, but not the obligation, to change the method of accounting. All, expenses in connection
with the keeping of the books andrecords 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.
11.04 Tax Returns. The Company, at the Company's expense, shall cause an income
tax return for the Company to be prepared and timely filed with the appropriate authorities.
Copies of such returns, or other pertinent. information therefrom, shall be furnished to the
Members within the periods requiredby law or otherwise within a reasonable time after the end
of the Company's fiscal year.
11.05 Bank Accounts. The bank account or accounts of the Company shall be
maintained in the bank approved by the Members. The terms governing such account shall be .
determined by the Members and withdrawals from such bank account shall only be made by
such parties as may be approved by the Members. Any account opened for the Company shall
not becommingled with other funds of the Members.
11.06 Tax Matters. The Members, shall designate a Member to act as the "Tax Matters
Member" for federal income tax purposes. The Tax Matters Member is authorized and required
to represent the Company in connection with all examinations of the Company's affairs by tax
authorities, including resulting administrative and judicial proceedings, and to expend Company
funds for professional services and costs associated therewith. The Tax Matters Member shall
have the final decision making authority with respect to all federal income tax matters involving
the Company. The Owners agree to cooperate with the Tax Matters Member in any action or
proceeding involving issues of federal income taxation affecting the Company or the Owners.
Notwithstanding anything to the contrary contained herein, the Tax Matters Member may not
settle any tax, issue, institute suit or extend the statute of limitations (except insofar as any such
action is taken by the Tax Matters Member in its individual capacity and not as the Tax Matters
Member) without the consent of the Members holding a Majority Interest. Any direct
out-of-pocket expense incurred by the Tax Matters Member in carrying out his or her obligations
hereunder shall be allocated to and charged to the Company as an expense of the Company for
which the Tax Matters Member shall be reimbursed.
11.07 Annual Raport for Secretary of State. The Company shall deliver to the Secretary
of State for filing an annual report in accordance with North Carolina General Statutes Section
57D-2-24.
ARTICLE XII
MISCELLANEOUS PROVISIONS
12.01 Application of North Carolina Law. This Agreement, and the application and
interpretation hereof, shall be governed exclusively by its terms and by the laws of the State of
North Carolina; and specifically the Act.
12.02 Further Assurances. The Members each agree to cooperate, and to execute and
deliver in a timely fashion any and all additional documents necessary to effectuate the purposes
BTM:758610v1 15
of the Company and this Agreement, including but not limited to consents to jurisdiction for a
taking jurisdiction with regard to the collection of income takes attributable to the Member's
income and interest and penalties assessed on such income.
12.03 Construction. Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa, and the masculine
gender shall include the feminine, and neuter genders and vice versa.
12.04 Headings. The headings in this Agreement are inserted for convenience only and
are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this
Agreement or any provision hereof.
12.05Waivers., The failure of any party to seek redress for violation of or to insist upon
the strict performance of any covenant or condition of this Agreement shall not prevent a
subsequent act from having the effect of an original violation.
12.06 Rights and Remedies' Cumulative. The rights. and remedies provided by this
Agreement are cumulative and the use of any one right or remedy by any party shall not preclude
or waive the right to use any or all other remedies. Such rights and remedies are given in
addition to any other rights the parties may have under applicable law.
12.07 Heirs. Successors and Assigns. Each and all of the covenants; terms, provisions
and agreements herein contained shall be binding upon and inure to the benefit of the parties
hereto and, to the extent permitted by this Agreement, their respective heirs, legal
representatives, successors and permitted assigns.
12.08 Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditors of the Company.
12.09 Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original butall of which shall constitute one and the same instrument.
12.10 Written Matters. Any and all notices, offers, demands, consents or elections
required or permitted to be made under this Agreement shall be in writing, signed by the party
giving such notice, offer, demand, consent or election, and shall be delivered or sent by hand
delivery, electronic communication, recognized overnight courier or registered or certified mail,
postage fully prepaid and addressed to the recipient at her address' appearing on Exhibit C or to
such other' address as a party, may by proper notice designate, and shall' be deemed given in the
case of hand delivery upon delivery to the recipient's address, in the case of overnight courier
one (1) day after deposit with such courier, in the case of mailing two (2) days after deposit in
the mail, and in the case of electronic communication upon acknowledgment by the recipient.
When any notice: is required to be given to any Owner, a waiver thereof in writing signed by the
Person entitled to such notice, whether before, at, or after the time stated therein, shall be
equivalent'to the giving of such notice.
12.11 Invalidity. The invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in
all respects as if such invalid or unenforceable provision were omitted. If any particular
BTM:758610v1 16
provision herein is construed to be in conflict with the provisions of the Act, the Act shall control
and such invalid or unenforceable provisions shall not affect or invalidate the other provisions
hereof, and this Agreement shall be construed in all respects as if such conflicting provision were
omitted.
12.12 Determination of Matters Not Provided For In This Operating A er ement. The
Members shall decide any questions arising with respect to the Company and this Agreement
which are not specifically or expressly provided for in this Agreement.
12.13 Jurisdiction. and Disputes. Except as set forth above, all disputes hereunder shall
be resolved in the applicable state or federal courts of North Carolina. The Owners consent to the
jurisdiction of such courts, agree to accept service of process by mail, and waive any
jurisdictional or venue defenses otherwise available.
[Separate Signature Page Follows]
8TM:758610v1 17
EXECUTION PAGE
TO THE
AMENDED AND RESTATED OPERATING AGREEMENT
OF
SHALLOTTE INVESTMENTS, LLC
A North Carolina Limited Liability Company
IN WITNESS WHEREOF, the undersigned;`being:all=of the:Members:of_the_Company,,
Have caused this Amended and Restated Operating Agreement, to be duly adopted by the
Company as of the Effective Date and do hereby assume and agree to be bound by and to
perform all of the terms and provisions set forth in this Amended and Restated Operating
Agreement.
LMEMBERS:
LLC
By: H. David Swain, Manager
BTM:758610vl 18.
EXHIBIT A
TO THE
AMENDED AND RESTATED OPERATING AGREEMENT
OF
SHALLOTTE INVESTMENTS, LLC
A North Carolina Limited Liability Company
GLOSSARY OF TERMS
"Act" means the North Carolina Limited Liability Company Act, as amended from time
to time.
"Adiusted Capital. Account" shall have the same meaning as is given to it in Exhibit B.
"Affiliate" means: (i) in the case of an individual, any relative of such individual, (ii) in
the case of an Entity, any officer, director, Trustee,. member, manager, general partner, employee
or holder of ten percent (10%) or more of any class of the voting securities of, or interest, in such
Entity; or any corporation, company, limited liability company, director, Trustee, member,
manager, general partner, employee or holder of ten percent (10%) or more of the outstanding
voting securities of any corporation, company, limited liability company, trust or other entity
controlling, controlled by or under common control with such Entity. For the purposes of this
definition, the term "controls," "is controlled by," or. "is under common control with" shall mean
the possession, direct or indirect, ofthe power to direct or cause the direction of the management
and policies of an Entity, whether through the ownership of voting securities or otherwise:
"Bona Fide Offer" means an offer in writing signed by a third party offeror or offerors
(who must be a Person financially capable of carrying out the terms of such Bona Fide Offer), in
a form legally enforceable against.such third party offeror or offerors.
"Capital Account" means the account established for each Owner pursuant to Article IV
and maintained in accordance with the provisions of this Agreement.
"Capital Contribution" means any contribution to the capital of the Company in cash,
property or otherbinding obligation to contribute cash or property whenever made.
"Code" means the Internal Revenue Code of 1986, as amended from time to time (and
any corresponding provisions of succeeding law).
"Company Payment Terms" means a twenty percent (20%) down payment in cash and
the balance represented by a promissory note, payable in sixty (60) equal, monthly installments
of principal, plus interest on the unpaid balance, with the first installment due thirty (30) days
after the closing, and each successive installment monthly thereafter. The promissory note shall
bear interest at the prime rate of interest in effect as of the third business day prior to closing as
announced by the Company's principal bank (but in no event shall the interest rate of such note
exceed fifteen percent (15%) or be less than three percent (3%) per annum), and, shall provide
BTM:758610v1 19
that: (i) the maker shall have the privilege of prepaying all or any part thereof, at any time,
without penalty; (ii) a default in any payment shall cause the remaining unpaid balance to
become due and payable forthwith; and (iii) if the Company is the Maker, payment of principal
and interest will be made only if, and to the extent that, payment of a distribution to Members
could be made in compliance with North Carolina General Statutes Section 57D-4-05.
"Domestic Proceeding" means any instance in which the spouse (or other person
claiming the rights of, or rights analogous to the rights of, a spouse) of a Member commences
against the Member, or such Member is named in, a divorce, annulment, equitable distribution,
"palimony", separation or similar proceeding.
"Economic Interest" is that part of a Membership Interest which includes only the right to
receive the share of the Company's allocations and distributions associated with that
Membership Interest and specifically does not include the right So vote, the right to examine the
books and records of the Company or the right to otherwise participate in any decision of the
Members.
"Economic Interest Owner" means the owner of an Economic Interest who is not a
Member.
'Enti ' means any general partnership, limited company, limited liability company,
corporation, joint venture, trust, business trust, cooperative or association or any foreign trust or
foreign business organization.
"Fair Market Value" means the fair market value of, the Ownership Interest as determined
by a qualified business appraiser selected by the Company and the Transferor or his or her
representative, or if they are unable to agree by an appraiser chosen by two public accountants,
one accountant being selected by the Transferor and the other by the Company. Any life
insurance proceeds received by the Company as a result of the death of any Member shall not be
included in the Fair Market Value of the Ownership Interest.
"Liquidator" means any Member or any liquidating Trustee elected by the Members
holding a Majority Interest upon dissolution of the Company.
"Majority Interest" means the Membership Percentages which, taken together, exceed
fifty percent (50%) of the aggregate of all Membership Percentages. If, in any instance, no
combination of Membership Percentages exceeds fifty percent (50%) of the aggregate of all
Membership Percentages, then Majority Interest will be deemed to mean one hundred percent
(I WON) of the Membership Percentages.
"Manager" means one or more managers designated pursuant to this Amended and
Restated Operating Agreement or any other person(s) that succeed such person(s) in the capacity
as Manager. Managers" refers to such Persons as a group.
"Member" means each of the ,parties who executes a counterpart of this Agreement as a
Member and each of the parties who may hereafter become a Member. If a Person is already a
Member immediately prior to the purchase or other acquisition by such. Person of an Economic
BTM:7586100 20
Interest, such Person shall have all the rights of a Member with respect to such purchased or
otherwise acquired Membership Interest or Economic Interest, as the case may be.
"Membership Interest" means all of a Member's rights in the Company, including
without limitation the Member's share of the Net Profits and Net Losses of the Company, the
right to receive distributions of the Company assets, any right to vote, any right to participate in
the management of the business and affairs of the Company, including the right to vote on,
consent to, or otherwise participate in any decision or action of or by the Members granted,
pursuant to this Agreement or the Act.
"Membership Percentage" means the percentage a Member's Ownership Percentage
bears to the aggregate of the Ownership Percentages of all of the Members, excluding the
Ownership Percentages of any Economic Interest Owners.
"Net Cash Flow" means all cash received by the Company from all sources, including
capital contributions, operations, investments, financings or refinancings, including net proceeds
from all sales and other dispositions of Company property, less cash expended by the, Company,
including payment of all expenses, costs, and indebtedness of the Company, acquisition of
investments or other capital assets, and establishment of reasonable reserves for working capital,
debt service, contingencies, investments, and replacements. Net Cash Flow shall not be reduced
by depreciation, amortization, cost recovery deductions, or similar allowances.
"Net Profit' or "Net Loss" means the net profit or net loss of the Company as determined
in accordance with the method of accounting used by the Company for federal income tax
purposes.
"Offer by Transferor" means the written offer to the Company and the Remaining
Members to Transfer all of the Membership Interest proposed to be Transferred by the
Transferor.
"Owner" means a Member or an Economic Interest Owner.
"Ownership Percentage" means the percentage set forth after the Economic Interest
Owner's or Member's name on Exhibit C attached, as may be amended.from time to time.
"Person" means any individual or Entity, and the heirs, executors, administrators, legal
representatives, successors, and assigns thereof.
"Proportionate Shares" means the relative portion of any Membership Interest proposed
to be Transferred that may be purchased by each of the Remaining Members. The Proportionate
Share of each Remaining Member shall be equal to the total of the Membership Interest
proposed to be Transferred multiplied by a fraction, the numerator of which is the Membership
Percentage owned by such Remaining Member, and, the denominator of, which is the
Membership Percentages owned by all Remaining Members. In the event any Remaining
Member with rights to acquire his or her Proportionate Share of the Membership Interest
proposed to be transferred does not elect to exercise such rights, such Member shall not be
considered to be a Remaining Member for the purpose of determining Proportionate Shares.
BTM:738610v1 21
"Remaining Member" means any Member who is not,a Transferor:
"Transfer" means to sell, bequeath, transfer, assign, pledge, hypothecate or otherwise
encumber or dispose of any Membership Interest or of any other interest in the Company,
including involuntary transfers by operation of law or otherwise. "Transfer" shall also include
the transfer of the Membership Interest of any Member to or by a creditor in partial or complete
satisfaction of any right, claim or judgment.
"Transferee" means any Person which makes a Bona Fide Offer or succeeds to any
Membership Interest.
"Transferor" means a Member (including the legal representative of a deceased Member)
who (i) proposes to Transfer any Membership Interest, or (ii) is required to Transfer any of his or
her Membership Interest under the terms of this Agreement.
"Treasury Regulations or Regulations" means the Federal Income Tax Regulations
promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).
"Withdrawal Event" means the voluntary withdrawal of a Member, the sale assignment
or redemption of a Member's entire Membership Interest, or the occurrence of any other event
which terminates the continued membership of a Member in the Company pursuant to North
Carolina General Statutes Section 57D-3-02 or any other provision of the Act.
BTM:7586100 22
EXHIBIT B
TO THE
AMENDED AND RESTATED OPERATING AGREEMENT
OF
SHALLOTTE INVESTMENTS, LLC
A North Carolina Limited Liability Company
REGULATORY ALLOCATIONS
SECTION B-1. Definitions
(a) `.`Adiusted Capital Account' shall mean the Owner's Capital Account increased
by (i) the amount of any deficit balance that the Owner is obligated to restore upon liquidation of
the Company in accordance with Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(3) or is
treated as obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) and
(ii) the amount of the Owner's share of Company Minimum Gain or Owner Nonrecourse Debt
Minimum Gain, and.decreased by (iii) the items described in Treasury Regulation Section 1.704-
1(b)(2)(ii)(d)(4), (5,),and (6).
(b) "Nonrecourse Deductions" shall have the meaning set forth in Section 1.704-
2(b)(1) of the Regulations.
(c) "Nonrecourse Liability" shall mean a liability of the Company for which no
Owner bears the economic risk of loss within the meaning of Treasury Regulations Section
1.-752-2.
(d) "Owner Nonrecourse Debt' shall have the meaning set forth in Section 1.704-
2(b)(4) of the Regulations.
(e) "Owner Nonrecourse' Debt Minimum Gain" shall mean an amount, with
respect to each Owner Nonrecourse Debt, equal to the Company Minimum Gain that would
result if such Owner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in
accordance with Section 1.704-2(i)(3) of the Regulations.
(f) "Owner Nonrecourse Deductions' shall have the meaning set forth in Sections
1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.
(g) "Company Minimum Gain" shall have the meaning set forth in. Sections 1.704-
2(by(2) and 1.704-2(d) of the Regulations.
SECTION B 2. Maintenance of Capital Accounts.
In the maintenance of the Capital Account for each Owner, the following provisions shall
apply:.
(a) Each Owner's Capital Account shall be credited with the fair market value of
such Owner's Capital Contributions and shall be appropriately adjusted to reflect each Owner's
BTM:7i8610v1 23
distributive share of Company income and gain, and the amount of any Company liabilities that
are assumed by such Owner.
(b) Each Owner's Capital Account shall be debited the amount of money and the fair
market value of any property distributed to such Owner and shall be appropriately adjusted to
reflect each Owner's distributive share of Company loss and deductions, and the amount of any
liabilities of such Owner that are assumed by the Company or that are secured by any property
contributed by such Owner to the Company.
(c) In the event any interest in the Company is 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.
(d) The Capital Account shall also include a pro-rata share of the fair market value of
any property contributed by a Person who is not an Owner, such value to be the same value
reported for Federal Gift Tax purposes if a gift tax return is filed, and if not, the value in the case
of real property as determined by an independent appraiser actively engaged in appraisal work in
the area where such property is located and selected by the Members, and otherwise by the
certified public accountant or accountant then serving the Company.
(e) The Capital Accounts of the Owners may be adjusted to reflect a revaluation of
Company property (including intangible assets such as goodwill) to its fair market value, at the
following times: (i) in connection with the acquisition of a Economic Interest by a new or
existing Owner for more than a de minimis capital contribution, (ii) in connection with the
liquidation of the Company as definedin the Regulations, or (iii) in connection with more than a
de minimis distribution to an Owner as consideration for his or her Economic Interest. In the
event of any revaluation of Company property, the Capital Accounts of the Owners shall be
adjusted as provided by the Regulations.
(f) The foregoing provisions and the other provisions of this Agreement relating to
the maintenance of Capital Accounts are intended' to comply with the requirements of Code
Section 704(b) and the Regulations thereunder. If in the opinion of the Members the manner in
which Capital Accounts are being maintained pursuant to the preceding provisions of this
Section should be modified in order to comply with the requirements of Code Section 704(b) and
the Regulations thereunder, then notwithstanding anything to the contrary contained in the
preceding provisions of this Section, the Members may alter the method in which Capital
Accounts are maintained, and the .Members shall have the right to amend this Agreement to
reflect any such change in the manner in which Capital Accounts are maintained; provided,
however, that any change in the manner of maintaining Capital Accounts shall not materially
alter the economic agreement between the Owners.
SECTION B-3. Regulatory Allocations.
Notwithstanding any other provision of this Agreement, the following regulatory
allocations shall apply:
BTM:7586100 24
(a) Qualified Income Offset. In the event any Owner unexpectedly receives any
adjustments, allocation or distribution described in Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)
which has not otherwise been taken into account in determining the deficit of such Owner's
Adjusted Capital Account, such Owner shall be specially allocated items of income and gain in
an amount and manner sufficient to eliminate, to the extent required by the Regulations, the
deficit Adjusted Capital Account of such Owner as quickly as possible. This provision is
intended to constitute a "Qualified Income Offset" under Regulations Section 1.704-1(b)(2) and
shall be interpreted consistently therewith.
(b) Minimum Gain Chareeback. If during any Company fiscal year there is a net
decrease in Company Minimum Gain, each Owner who would otherwise have a deficit Adjusted
Capital Account at the end of such shall be specifically allocated items of Company income and
gain for such fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such
Owner's share of the net, decrease in Company minimum gain, determined, in accordance with
Regulations Section 1.704-2(g). This provision is intended to comply with the minimum gain
chargeback requirement in Regulations Section 1.704-2(f) and shall be interpreted consistently
therewith.
(c) Owner Minimum Gain Chareeback. If there is a net decrease in Owner
Nonrecourse Debt Minimum Gain attributable to an Owner Nonrecourse Debt during any
Company fiscal year, each Owner who has a share of the Owner Nonrecourse Debt Minimum
Gain attributable to such Owner Nonrecourse Debt, determined in accordance with Regulations
Section 1.704-2(i)(5), shall be specifically allocated items of Company income and gain for such
fiscal year (and, if necessary, subsequent fiscal years) in an amount equal to such Owner's share
of the net decrease in Company Nonrecourse Debt Minimum Gain attributable to such Owner
Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i)(4). This
Section is intended to comply with the minimum gain chargeback requirement in Regulations
Section 1..704-2(i)(4) and shall be interpreted consistently therewith.
(d) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year shall be
specifically allocated to the Owners in accordance with their respective Ownership Percentages
as set forth in Exhibit D attached, as such Exhibit may amended from time to time.
(e) Owner Nonrecourse Deductions. Any Owner Nonrecourse Deductions for any
fiscal year shall be specifically allocated to the Owner who bears the economic risk of loss with
respect to the Owner Nonrecourse Debt to which such Owner Nonrecourse Deductions are
attributable in accordance with Regulations Section 1.704-2(i)(1).
(f) Section 704(c) Tax Allocations. In accordance with Code Section 704(c) and the
regulations thereunder,, income, gain, loss and deduction with respect to any property contributed
to the capital of the Company shall; solely for tax purposes; be allocated among the Owners so as
to take account of any variation between the adjusted basis of such property to the Company for
federal income tax purposes and its initial fairmarket value ascribed to it under this Agreement.
(g) Compliance with Regulations. It is the intent of the Owners that the allocations
of all items of income; gain, loss, deduction and credit under this Agreementcomply with the
requirements of Code Section 704(b) and the Regulations thereunder. Accordingly, to the extent
aTM:758610v1 25
adjustment is necessary to be in compliance with the provisions of Code Section 704(b) and the
Regulations thereunder, such necessary adjustments in the allocation shall be made, but only to
the smallest extent necessary. Furthermore, if there has been any adjustment, in the allocations to
the Owners on account of the preceding sentence, subsequent allocations of income, gain, loss,
deduction or credit shall, to the extent possible, be allocated to the Owners in, the order and in a
manner designedto result in each Owner's having a Capital Account balance equal to what it
would have been had the allocation(s) pursuant to the preceding sentence not occurred, and in a
manner that is likely to minimize any economic distortions thatotherwise might result.
BTM:758610v1 26
C
EXHIBIT CZ�
TO THE
AMENDED AND RESTATED OPERATING AGREEMENT
OF
SHALLOTTE INVESTMENTS, LLC
A North Carolina Limited Liability Company
MEMBERS AND PERCENTAGES
MEMBER
NAME AND ADDRESS
FOR NOTICE
OWNERSHIP
PERCENTAGE
MEMBERSHIP
PERCENTAGE
-Jason-D..Swwain�
1'131-BMilita`ryCutoffRoad
Wilmington, NC-28405
99.00%
99.00%
Turtle Creek (Phase 1), LLC
1131-B Military Cutoff Road
Wilmington, NC H405
1.00%
1.00%
9=-=MANAGERS==:-:�
H. David Swain.
1131-13 Military Cutoff Road
Wilmineton. NC 28405
1131-B Military Cutoff
Wilmington, NC 28405
BTM:758610v1 27
Smith, Ashley M
From: Branch Smith <bsmith@paramounte-eng.com>
Sent: Thursday, August 18, 2022 12:24 PM
To: Smith, Ashley M
Subject: RE: [External] FW: State Stormwater Permit #SW8 140801
Attachments: SSW- Permit- Renewal -Application-Form-20180517_FINAL (1).pdf; Shallotte Investments
OPA.pdf
CAUTION:. External email. Do not click links or open attachments unless you verify. Send all suspicious email as an attachment to
Report Spam.
Yes lets leave them together, I thought they were separate permits. Ok so something like this? The operating
agreement has Jason on it now, so he could sign for both entities
Thanks
Kind Regards;
Branch
From: Smith, Ashley M <ashleym.smith@ncdenr.gov>
Sent: Thursday, August 18, 2022 12:17 PM
To: Branch Smith <bsmith@paramounte-eng.com>
Subject: RE: [External] FW: State Stormwater Permit #SW8 140801
Hi Branch,
Lots 1 and 2 are both covered by this permit. I was looking through the file to get a background story as to why there are
co-permittees and I attached the narrative that was submitted with the modification in 2017 for a reference. As of now,
I do still need both permittees to sign an application for the permit to be renewed. I'm not sure if there is a way to have
each lot have its own permit. That would be a good question for one of the stormwater engineer reviewers here to see if
that would be possible.
Thank you for working on this.
Ashley Smith
Renewal Specialist
Division of Energy, Mineral and Land Resources, Wilmington Regional Office
NC Department of Environmental Quality
Phone 910 796 7215
Email ashlevm.smith@ncdenr.gov
127 Cardinal Drive Ext.
Wilmington, NC 28405
'9!7f
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.
From: Branch Smith <bsmith@paramounte-eng.com>
Sent: Thursday, August 18, 2022 8:52 AM
To: Smith, Ashley M <ashleym.smith@ncdenr.gov>
Subject: [External] FW: State Stormwater Permit #SW8 140801
CAUTION: External email. Do not click links or open attachments unless you verify. Send all suspicious email as an attachment to
Report Spam. ..
Ashley good catch on the two owners — I missed that on the approval letters. So there are two Lots — the other lot is a
Dollar Tree so does it have its own permit? If there are two separate, I think we should just leave it with the one
property owner instead of two?
Thanks
Kind Regards;
Branch
From: Mary Casper <mary@swainassociates.com>
Sent: Wednesday, August 17, 2022 10:13 AM
To: Branch Smith <bsmith@paramounte-eng.com>
Cc: Robert Balland <rballand@paramounte-eng.com>
Subject: Re: State Stormwater Permit #SW8 140801
Yes, they are two separate tax parcels - Dollar Tree is 4607 (Shallotte Investments, LLC) and O'Reilly is 4609 (Shallotte
Developers, LLC).
Is it accurate that I need to complete a renewal app for Shallotte Investments and have David sign?
2
Mary Casper
Swain & Associates, LLC
1131-B Military Cutoff Road
Wilmington, NC 28405
Phone: 910.256.2211 x 1124
Direct: 910.239.5584
Fax: 910.256.2171
www.swainassociates.com
On Aug 17, 2022, at 9:46 AM, Branch Smith <bsmith@paramounte-eng.com> wrote:
Mary does this make sense to you? Are there really two property owners/ two Lots? If they are
recombined, it maybe easier to just give them a survey and make sure we have the current owner LLC
right?
Let us know after you look into it and we'll go from there
Kind Regards;
Branch
From: Smith, Ashley M <ashleym.smith@ncdenr.gov>
Sent: Wednesday, August 17, 2022 9:38 AM
To: Branch Smith <bsmith@paramounte-eng.com>; mary@swainassociates.com
Subject: State Stormwater Permit #SW8 140801
Good morning Branch,
I am reviewing the state stormwater subject permit renewal application and I just have a quick question.
Attached is the most recent 2017 permit issued that lists Shallotte Developers, LLC and Shallotte
Investments, LLC as co-permittees for 140801. 1 need both permittees listed on the renewal application
in order to renew the permit. The in-house application lists Shallotte Developers so I would just need
Shallotte Investments listed. You may either send me a hard copy or email an attachment of page 1 that
lists Shallotte Investments, LLC.
The signature on page 3 lists a Jason Swain, for Shallotte Developers, LLC, however he is not listed as a
member/manager of Shallotte Investments. The NC SOS registration lists a H. Swain. I'm assuming there
are either related or the same person? I either need a letter of authorization Mr. H Swain to authorize
Jason to sign on his behalf, or I need an original, hard copy signature page from him.
So to summarize, I need an additional page 1 of the renewal application listing Shallotte Investments,
LLC in Section B.1 to include with the renewal application I have in house now. For Mr. Jason Swain's
signature to work for Shallotte Investments, I need a letter of authorization from Mr. H Swain (listed on
NC SOS) or some other official documentation that Jason is authorized to sign. If we do not use Jason's
signature, I need an original hard copy of H. Swain's signature for page 3.
I tried to summarize all of the options in this email, so if you need any clarification, please let me know.
Thanks!
Ashley Smith
Renewal Specialist
Division of Energy, Mineral and Land Resources, Wilmington Regional Office
NC Department of Environmental Quality
Phone 910 796 7215
Email ashleym.smith@ncdenr.gov
127 Cardinal Drive Ext.
Wilmington, NC 28405
<i m age001.j pg>
Email correspondence to and from this address is subject to the
North Carolina Public Records Law and may be disclosed to third parties.
<2017 11 permit minor 140801.pdf>
Burd, Tina J
From: Burd, Tina 1
Sent: Friday, August 5, 2022 11:52 AM
To: mary@swainassociates.com; Branch Smith
Subject: SW8 140801 - O'Reilly Auto Parts Shallotte
The Wilmington Regional Office of the Division of Energy, Mineral and Land Resources (Stormwater Section) accepted
the Stormwater Permit Renewal Application and $505.00 fee for the subject project on August 4, 2022. The project has
been assigned to Ashley Smith and you will be notified if additional information is needed.
Best Regards,
Tina Burd
Administrative Associate II
Wilmington Regional Office
Division of Environmental Assistance & Customer Service
Phone 910-796-7215
NCDEQ
Wilmington Regional Office
127 Cardinal Drive Ext.
Wilmington, NC 28405
,r- �\
Email correspondence to and hom this address is subject to the
Notfh Carolina Public. Records Law and may be disclosed to third parties
Website: htto:/1deg.nc.gov/about/divisions/energy-mineral-land-resources/stormwater
Based on the. current guidance to minimize the spread of COVID-t9, the Department of Environrttental Quality has adjusted
operations to protect the health and safety of the staff and public. ndany employees are working remotely or are on staggered
shifts. To accommodate these staffing changes, all DEQoffice locations are limiting public access to appointments only. Please
check with the appropriate staff before visiting our offices, as we may be able to handle your requests by phone or email. We
appreciate your patience as we continue to serve the public during this challenging time.
Non -Transfer Application Completeness Review Checklist
Project Name: 6Ic.t ILLII 7%uTo `pkpT S S}lq IC
Project County/Location:-4yp 9 M4,,)
Permit Action: New New Permit #r:
❑Not located in the ETJ of the following delegated
Date Delivered to WIRO: a ZOZ z
BIMS Received/Accepted Date: �r o
Date Given to Admin: 5 as
BIMS Acknowledged Dater: 5 0 --1
and functioning programs:
NHC: Carolina Beach / Kure Beach / Wilmington / Wrightsville Beach
Bruns: Leland / Navassa (?) / Oak Island
Cart: Emerald Isle Onsl: Jacksonville Pend: Surf City
Major Mod /. Minor Mod / Renewal
❑Applicant & Permittee are the same?3
r5
Permit Type: HD D / LD Overall / HD &LD Combo
Gener ermit / Offsite / Exempt + Redevelopment
Development Type: Commerc / Residential / Other
Subdivided?: Subdivision ar(Single lot
®Existing Permit #:
Expiration Date °:
6,)8 (4o8d
3 S 2(,zZ
❑Offsite to SWB:
❑Is Offsite Lot 22ro oved in Master Permit?s
Rule(s): u2017 Coastal �7,008 Coastal u1995 Coastal
❑Phase II ❑Universal ❑1988 Coastal
Permittee Type & Documents Needed:
Property Owner(s) Purchaser Lessee =HOA MDeveloper
Viable? =Viable? =Viable? =Viable? I =Viable?
=Deed =Purchase Agmt =Lease Election Minutes
Paperwork
pplication
ee: 18$505 (within 6mo) Check#(s): N0 ❑No Fee
❑Supplement (1 new form or for older forms: 1 original per SCM)
❑O&M,
❑Soils Report (lnfil or PPJ
❑Calculations (signed/sealed)
❑Deed Restrictions, if subdivided
❑Project Narrative
❑USGS Map (or onfile?) Subject to SA?: Y / N Subject to ORW?: Y / N
❑Plans (2 Sets)
NOTES:
IEnter BIMS Acknowledged Date on this Sheet
2For New Projects -Enter New Permit # on Supplements & Deed Restriction Templates.
3If permittee is different, STOP. Needs to be transferred first.
°If w/in 6 months and they are requesting a mod, STOP. Needs a renewal first.
slf Lot not approved in master permit, STOP. Master permit needs mod.
EMAILED ENGINEER DATE: Comments:
REVIEWER NAME: S It
G: WQ\\\Reference Library\Procedures\Checklists\Completeness Review Checklist _2021 09 08
0
0
PARAMOUNTE
E N G 1 N E E R I N G. I N C.
1 2 2 CINEMA DRIVE
W I I. M I N G T O N, N C 2 8 4 0 3
9 1 0- 7 9 1- 6 7 0 7( O) 9 1 0- 7 9 1- 6 7 6 0 ( F)
L E T T E R O F T R A N S M I T T A L
AUG 0 4 2U
To:
NCDEq Stormwater
Date
1 814Y2022
127 N. Cardinal Drive Ext.,
Wilmington, NC 28405
Re:
O'Reilly Auto Parts Shallotte
Ann.
Dylan McPeake, Ashley Smith
Project No.
I 22237.PE
e are sendin
® Originals
® Prints
❑ Shop Drawings
❑ Calculations
❑ Correspondence
❑ Plans
❑ Specifications
® Other as listed below
he following items:
Quantity
Date
Dwg. No.
Description
2
State Stormw:aer Permit Renewal Form (Original and Copy)
1
State Stormwater Permit Renewal Form — Check# 14092 ($505)
1
1. LC From Secretary of State
Issue Stahts: ® For Approval ❑ As Requested ❑ Construction ❑ Bid
❑ For Your Use ❑ For Review and Comment ❑ Approved as Noted ❑ See Remarks
etion Taken: ❑ No 1, xccptions Taken ❑ Make Corrections Noted ❑ Amend & Resubmit
❑ Rejected - See Remarks ❑ Approved as Submitted ❑ Other
Remarks:
Cc:
If you have anv questions, please contact Branch Smith at bsmith(aloaramounte-enp.com.
Signed: MAAI, O'er 11X� tlY __
Jar46 Sewell, Office Administrative ssista
't LIMITED LIABILITY COMPANY ANNUAL REPORT
11612022
NAME OF LIMITED LIABILITY COMPANY: 'SFIAL'LOTTE-DEVEL-OPERS=LLCM
SECRETARY OF STATE ID NUMBER: 1355272 STATE OF FORMATION: INC
REPORT FOR THE CALENDAR YEAR: 1022 AMENDING DOC D(ifannendedrepon):
SECTION A: REGISTERED AGENT'S INFORMATION
1. NAME OF REGISTERED AGENT: Swain. Jason D.
2. SIGNATURE OF THE NEW REGISTERED AGENT:
E- Filed Annual Report
1355272
CA202200701448
1/7/2022 02:45
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
3. REGISTERED AGENT OFFICE STREET ADDRESS & COUNTY 4. REGISTERED AGENT OFFICE MAILING ADDRESS
1131 B Military Cutoff Road
1131 B Military Cutoff Road
Wilmington, NC 28405-4711 New Hanover County Wilmington, NC 28405-4711
SECTION B: PRINCIPAL OFFICE INFORMATION
1. DESCRIPTION OF NATURE OF BUSINESS: Real Estate Investment
2. PRINCIPAL OFFICE PHONE NUMBER: (910) 256-2211 - 3. PRINCIPAL OFFICE EMAIL: Privacy Redaction
4. PRINCIPAL OFFICE STREET ADDRESS
5. PRINCIPAL OFFICE MAILING ADDRESS
1131 B Military Cutoff Road 1131 B Military Cutoff Road
Wilmington, NC 28405-4711 Wilmington, NC 28405-4711
6. Select one of the following if applicable. (Optional see instructions)
❑ The company is a veteran -owned small business
❑ The company is a service -disabled veteran -owned small business,
AUG 0 4 2022 "
SECTION C: COMPANY OFFICIALS (Enter additional company officials in Section E.) RV
NAME: Jason D. Swain NAME:
TITLE: Manager TITLE:
ADDRESS:
ADDRESS:
NAME:
TITLE:
ADDRESS:
1131-B Military Cutoff Road
Wilmington, NC 28405
SECTION D: CERTIFICATION OF ANNUAL REPORT. Section D must be completed in its entirety by a persontbusiness entity.
CJason.D;Swain3 T_-1/7/2022:D
SIGNATURE DATE
Form must be signed by a Company Official listed under Section C of This form.
Jason D. Swain
1;:;:_-,=Managerr
Print of Type Name of Company Official Print ur Type Title of Cmnfiery Official
This Annual Report has been filed electronically.
MAIL TO: Secretary of State, Business Registration Division, Post Office Box 29525, Raleigh, NC 27626-0525
ROY COOPER
ELIZABETH'S.'BISER
BRIAN WRENN
Director
May 31 q, 2022
NORTH CAROLINA
EnrUmlmait&Quaitity
Shallotte Developers, LLC
Attn: Jason D. Swain, Manager/Registered Agent
1131 B Military Cutoff Road
Wilmington, NC 284054711
Subject Stormwater.Permit Renewal Request
State Stormwater Management Permit No. SW8140801
O'Reilly Auto Parts Shallotte
Brunswick County
Dear Mr. Swain:
State Stormwater Management Permit 4SW8 140801 for the subject pprrooject expires on August 5` , 2022. This is a
reminder that permit renewal applications are due 180 days prior to then expiration per 15A NCAC 2H.1045(3).
North Carolina General Statutes and the CoastalStormwater rules require that this property be covered under a
stormwater permit. Failure to maintain a permit subjects the owner to assessment of civil penalties. More
information about the Post -Construction state stormwater program can be found on the following website:
deg.nc.00v/SW
Please submit a complete permit renewal form along with a $505.00 fee and other submittal rreeqquirements within
30 days. The permit renewal form can be found under the Post -Construction section of this weite or at:
If you have any questions regarding this matter, please contact Dylan McPeake at 910-796-7215 or
dylan.mcpeakea ncdenngov.
Sincerely,
Brian Wrenn, Director
Division of Energy, Mineral and Land Resources
DES/DM: \\\Stormwater\Permits & Projects\2014\140801 HD\2022 05 req_ren 140801
cc: Wilmington Regional Office File
Owe-,
/ North Carolina Department of Environmental Quality I Division of Energy, Mineral and Land Resources
Nlilmington Regional Office 1127 Cardinal Drive Extension I Wilmington. North Carolina 28405
+\J 910.796.7215
• File an Annual Report/Amend an Annual Report • Upload a PDF Filing • Order a Document Online
Add Entity to My Email Notification List • View Filings • Print a Pre -Populated Annual Report form • Print
an Amended a Annual Report form
Limited Liability Company
Legal Name
SHALLOTTE DEVELOPERS, LLC
Information
Sosld: 1355272
Status: Current -Active O
Date Formed: 1/7/2014
Citizenship: Domestic
Annual Report Due Date: April 15th
CurrentgnnuaL Report Status:
Registered Agent: Swain, Jason D.
Addresses
Mailing
1131 B Military Cutoff Road
Wilmington, NC 28405-4711
Reg Mailing
1131 B Military Cutoff Road
Wilmington, NC 28405-4711
Company Officials
Principal Office
1131 B Military Cutoff Road
Wilmington, NC 28405-4711
Reg Office
1131 B Military Cutoff Road
Wilmington, NC 28405-4711
All LLCs are managed by their managers pursuant to N.C.G.S. 57D-3-20.
Manager
Jason D. Swain
1131-B Military Cutoff Road
Wilmington NC 28405