SW8120708_HISTORICAL FILE_20140730

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 12 O"l O $
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
® HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
201L� O'1-60
YYYYMMDD

9/11/2014, _
North Carolina Secretary of State
North Carolina
Elaine F. Marshall DEPARTMENTOF THE
Secretary SECRETARY OF STATE
PO Box 29622 Raleigh, NC 27626-0622 [phone]
Date: 9/ 11 /2014
Click here to:
View Document Filings I File an Annual Report I
J Print a Pre -populated Annual Report Fillable PDF Form I Amend A Previous Annual Report
Names
Name Name Type
NC R & S MATTHEWS PROPERTIES, LEGAL
LLC
mited Liability Company Information
SOSID:
Status:
Effective Date:
Citizenship:
State of Inc.:
Duration:
Annual Report Status:
iistered Agent
Agent Name:
Office Address:
Mailing Address:
Office
Office Address:
Mailing Address:
Officers/Company Officials
Title:
Name:
Business Address:
0580871
Current -Active
2/14/2001
DOMESTIC
INC
PERPETUAL
CURRENT
MATTHEWS, RONNIE B.
609 EXECUTIVE PL
FAYETTEVILLE NC 28305
609 EXECUTIVE PLACE
FAYETTEVILLE NC 28305
609 EXECUTIVE PL
FAYETTEVILLE NC 28305
609 EXECUTIVE PLACE
FAYETTEVILLE NC 28305
MANAGER
RONNIE B MATTHEWS
609 EXECUTIVE PL
FAYETTEVILLE NC 28305
This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system. Version:

-- CA201310514661
_ - SOSID: 0580871
LIMITED LIABILITY COMPANY ANNUAL R Date Filed: 4/15/2013 8:47:00 AM
Elaine F. Marshall
North Carolina Secretary of State
NAME OF LIMITED LIABILITY COMPANY: R & S Matthews Properties, LLC CA2013 105 14661
SECRETARY OF STATE ID NUMBER: 0580871 STATE OF FORMATION: NC FRmg Off" U. Only
REPORT FOR THE YEAR: 2013
SECTION A: REGISTERED AGENT'S INFORMATION ® Changes
1. NAME OF REGISTERED AGENT: Ronnie B. Matthews
2. SIGNATURE OF THE NEW REGISTERED AGENT:
r.
3. REGISTERED OFFICE STREET ADDRESS & COUNTY
609 Executive PI
Fayetteville, NC 28305 Cumberland
1. DESCRIPTION OF NATURE OF BUSINESS: Real Estate
SIGNATURE CONSTITUTES CONSENT TO THE APPOINTMENT
4. REGISTERED OFFICE MAILING ADDRESS
609 Executive Place
Fayetteville, NC 2830S Cumberland
2. PRINCIPAL OFFICE PHONE NUMBER: [phone] 3. PRINCIPAL OFFICE EMAIL:
4. PRINCIPAL OFFICE STREET ADDRESS & COUNTY 5. PRINCIPAL OFFICE MAILING ADDRESS
609 Executive PI
Fayetteville, NC 28305 Cumberland
t
SECTION C: MANAGERSIMEI
NAME: Ronnie B Matthews
TITLE: Manager
ADDRESS:
609 Executive PI
Fayetteville, NC 28305
609 Executive Place
Fayetteville, NC 28304
(Enter additional Managers/Members/Organizers in Section E.)
NAME:
TITLE:
ADDRESS:
NAME:
TITLE:
ADDRESS:
SECTION D: CERTIFICATION OF ANNUAL REPORT. Section D must be completed in its entirety by a persordbusiness entity.
if
SIN RE
Form must be signed by a Manager/Member listed under Section C of this form.
r /
K KOrsr.. t �, �1� M+kew5 meM9'ek-�/YIaPAC eK
Print or Type Name of ManageriMember TITLE
SUBMIT THIS ANNUAL REPORT WITH THE REQUIRED FILING FEE OF S200 II I�IIIIIIIIII�IIIIIIII �I III III
MAII Tn s tzna nt Alma r.^—un,,. nk,;ei— o,,., nffi . an- osna o.w.,h un n7ana A— IIII

NC DENR - DEMLR
Stormwater Section 'g'I-
127 Cardinal Drive Extension
Wilmington, NC 28405'
02 1R ®®.690
'
0002007159 JUL31 2014
MAILED FROM ZIPCODE 28405,
gEP o 8
,ax..
Ronnie B. Matthews
R&S Matthews Properties, LLC
P.O. BoxEi NIX
E 276-ODE-10:0;9- "OOO9/0S'/`14.'
1 - RETURN TO SENDER
NOT DELIVERABLE AS ADDRESSED
UNABLE TO FORWARD
BC 28405540627 *2380-02033-01-43 �!
�, , ) !,Ill Jill III Illl,II,II,II1III�I„I,

it Il 11 ltil)l tt111.:: it1t1 ill liillliiiili`I li i I �_
av
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Kel
From: Warf, Laura [[e-mail]]
Sent: Tuesday, July 01, 2014 10:49 AM
To: Johnson, Kelly
Subject: RE: State Stormwater Permitting, Taco Bell Permits
Attachments: Commerical Net Lease Realty, LP Agreement of Limited Partnership (Januar.... pdf;
20110818124834.pdf; Commercial Net Lease Realty, LP Partnership Registration (August 8,
2006.... pdf; Good Standing Cert - NC - National Retail Properties, LP.PDF; Good Standing
Certificate - DE - National Retail Properties, LP.PDF
Kelly,
Could you please forward the attached documents related to National Retail Properties, LP, and the explanations, below,
to the individual who is reviewing the Stormwater Permit transfer applications? These might be pertinent for
establishing signing authority for National Retail Properties, LP.
Please find the following documents related to National Retail Properties, LP attached:
1. Certificate of Limited Partnership and Amendment;
2. National Retail Properties, LP Certificate of Formation, Delaware (August 8, 2006);
3. Agreement of Limited Partnership (January 11, 2005);
4. Good Standing's Certificate for the State of Delaware dated April 17, 2014;
5. Good Standing's/Authorization to Transact Business Certificate for the State of North Carolina dated May 9,
2014; and
6. Certificate of Amendment for the General Partner (amending the GP's name).
Thanks!
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue, Suite 2400 1 Portland, OR 97201
Tel: [phone] Fax: [phone]
Email: laurawarf0cwt.com I Website: www.dwt.com
Bio: w .dwi.com/people/laurawarf -
Anchorage I Bellevue I Los Angeles I New York I Portland I San Francis I Seatfle I Shanghai I Washington, D.C.
From: Johnson, Kelly [mailto:[e-mail]]
Sent: Wednesday, June 25, 2014 8:04 AM
To: Warf, Laura
Cc: Danielle, Noralyn; Beebe, Lonna
Subject: RE: State Stormwater Permitting, Taco Bell Permits
La u ra,
The person assigned to this file will go through the paperwork in detail. I will leave this on file for them.
Thanks,
Kelly
From: Warf, Laura [maiIto: LauraWarf(a)dwt.com]
Sent: Wednesday, June 25, 2014 10:52 AM

To: Johnson, Kelly
Cc: Danielle, Noralyn; Beebe, Lonna
Subject: RE: State Stormwater Permitting, Taco Bell Permits
Hi Kelly,
Thank you for forwarding the information, below. For Bell Carolina (a new entity that has not filed an annual report),
Ron Igarashi is an officer of the company (the Secretary). Please see the appropriate documentation, attached. Please
confirm the attached is sufficient documentation regarding Ron Igarashi's signing authority on behalf of Bell Carolina.
Best,
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue, Suite 2400 1 Portland, OR 97201
Tel: [phone] Fax: [phone]
Email: laurawarfedwt.com I Website: w .dvkcom
Bio: w .dwt.com/peoi)le/laurawar(
Anchorage I Bellevue I Los Angeles I New York I Podland I San Francisco I Seattle I Shanghai I Washington. D.C.
From: Johnson, Kelly [mailto:[e-mail]]
Sent: Wednesday, June 25, 2014 7:36 AM
To: Warf, Laura
Cc: Danielle, Noralyn
Subject: RE: State Stormwater Permitting, Taco Bell Permits
Laura,
If we already have signatures from the correct people, then those people do not have to resign forms. We just need to
have new forms submitted from anyone who will be signing that has not done so previously.
I have not checked the signature authority for anyone involved. The person reviewing the files will do that. But, here
are the requirements for signatures. The individuals need to be listed on the most recent annual report from the NC
Secretary of State, http://www.secretary.state.nc.us/corporations/. If it is a new corporation, then the NC SOS will only
have the Articles of Incorporation listed. In that case, we will need some sort of other documentation that the person
signing holds the appropriate title (such as tax forms).:
1.) Manager Managed LLC: Signed by a manager
2.) Member Managed LLC: Signed by a member
3.) Inc: Signed by the President or VP
4.) Partnership: Signed by a Partner
5.) Signature Authority Letter: In any of the situations above, the person with signature authority can assign
signature authority to an alternate person by submitting a signed letter to that effect.
Thanks,
Kelly
From: Warf, Laura [mailto: Lau raWarf(cbdwt.com]
Sent: Wednesday, June 25, 2014 10:28 AM
To: Johnson, Kelly
Cc: Danielle, Noralyn
Subject: RE: State Stormwater Permitting, Taco Bell Permits
Hi Kelly,

Thank you for your assistance. We have requested that the correct transferor sign the permit transfer form for Fulton
Station/SW8 130210. Could you please confirm that you will accept the prior signatures from Bell Carolina and National
Retail Properties for this permit? I believe the only signature page that would change is for RSM Foods LLC.
Thanks,
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue, Suite 2400 1 Portland, OR 97201
Tel: [phone] Fax: [phone]
Email: laurawarfPdwt.com I Website: wvrv.dv&com
Bio: wvrv.dM.com/people/laurawarf
Anchorage I Bellevue I Los Angeles I New York i Ponland I San Francisco I Seattle I Shanghai I Washington, D.C.
From: Johnson, Kelly[mailto:kelly.p.johnson(d)ncdenr.00v]
Sent: Wednesday, June 25, 2014 4:45 AM
To: Warf, Laura
Cc: Danielle, Noralyn
Subject: RE: State Stormwater Permitting, Taco Bell Permits
Laura,
SW8 130619 (Taco Bell Hampstead) drains offsite to be treated in a pond operated and permitted under SW8 070620
(Hampstead Town Center). Since this is just an ownership change for SW8 130619, it should not have an impact on SW7
070620 because the site's design is not changing.
I will go ahead and accept all six permit transfer requests so that they can get logged into our system and assigned to a
reviewer. That person will be in touch if they have further questions. In the meantime, if you want to go ahead and
submit the revised transfer form for Fulton Station/SW8 130210 (to show it will transfer from RSM Foods LLC to Bell
Carolina LLC rather than from R&S Matthews Properties LLC to Bell Carolina LLC) that will speed up the process.
Thanks,
Kelly
From: Warf, Laura [ma ilto:Lau raWarKabdwt.com]
Sent: Tuesday, June 24, 2014 9:37 PM
To: Johnson, Kelly
Cc: Danielle, Noralyn
Subject: RE: State Stormwater Permitting, Taco Bell Permits
Hi Kelly,
We have confirmed the following:
1. Taco Bell Fulton Station, 2013022 (Store No. 39330-4422 S. 17`h St. Wilmington) is the SW8 130210 Taco Bell
Fulton Station. We have also confirmed it was transferred to RSM Foods, LLC.
2. The permit for Store No. 29460, 17200 US Hwy 17, Hampstead should include the permit number SW8 130619.
a. uestion: Permit No. SW8 070620 is the Off -Site Stormwater permit owned/operated by Hampstead
Town Center, LLC. Do we need to provide any information / applications for this permit?
Please advise as to whether you need any additional information or signatures from us.
Thanks!

Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue, Suite 2400 1 Portland, OR 97201
Tel: [phone] Fax: [phone]
Email: laurawarf(cbdwi.com I Website: www.dwt.com
Bio: www.dvA.com/people/laurawarf
Anchorage I Bellevue I Los Angeles I New York I Portland I San Frandsw I Seattle I Shanghai I Washington. D.C.
From: Johnson, Kelly[mailto:kelly.p.johnson(@ncdenr.gov]
Sent: Friday, June 20, 2014 7:47 AM
To: Warf, Laura
Subject: FW: State Stormwater Permitting, Taco Bell Permits
Ms. Warf,
I am just checking in on this. Did you have a chance to determine if the two corrections below are correct?
Thanks,
Kelly
From: Johnson, Kelly
Sent: Tuesday, June 17, 2014 9:32 AM
To: '[e-mail]'
Subject: State Stormwater Permitting, Taco Bell Permits
Ms. Warf,
We received six permit transfer requests for Taco Bells in Southern NC. I have a few questions about the two listed
below. We do not have permit numbers in this format. Our permit numbers begin with "SW8" and are followed by six
additional numbers such as SW8 130204, SW8 120708, SW8 130302, and SW8 100917 (which has been modified and so
it is sometimes labeled as SW8 100917MOD). I looked in our database to see if we have other permit numbers that
could be for these facilities. I have inserted the list of Taco Bells permitted through the Wilmington office below.
(Please note that the pump station and sewer permits are listed by default by our computer system, but are not State
Stormwater permits.)
1. Taco Bell Fulton Station, 2013022:
a. Correction to SW8 130210, Taco Bell Fulton Station?
b. If this is the intended permit, please note that there was a transfer in October 2013 transferring
ownership from R&S Matthews Properties, LLC to RSM Foods, LLC. Documentation is attached. But, the
transfer form shows that the permit application is to transfer from R&S Matthews Properties, LLC to Bell
Carolina, I.I.C. If this is the correct permit, we will need to get a revised transfer form from you showing
the corrected current ownership. The $40 transfer fee (check 63003) will be used to process this
request since initial transfers are free, and this is the only permit submitted that will have a second
transfer. (Second and subsequent transfers are $40.)
2. Taco Bell Jacksonville, SW9.111105 001:
a. Correction to SW8 130619, Taco Bell Hampstead?
b. We do not have a permit for Jacksonville. This permit is for a facility at the intersection of Hwy. 17 and
Ravenswood Road. I have attached this permit for your review.

SelectFadlity >s`� et,_ �, ,ix�.w;e,� I
`Fe tyNamE
Faffni
Owner
Co-owneh essee IN
taco Bea ,tiiton'Scadon` ...s ,. *'' ;:, .:.` k «- :,,.,_
-'8. .,a.`":
iiifr 4sILLC''"z`.."� ...
Taco Ball Hampstead
Ram Foods LLC
iTaco
Bell Snallone
Faml Foals Inc
Taco Beg Sneads Feuy
R B S LaMews PropetUes LLC
`
aco Beg Sneads Fe Pfwale Pump Staaon
R 8'S MaMerws PropeiVes LLC
i
`
aco Bell Soum Monkey Junction
R 8 S Maitaews Pro erges LLC
Taco Beg Swansaaro
R-8 S MaMem Proerlies'LLC
N111ams Cleanersltaco Bell0 MonkeyJundion Public Sewer
jCapeFealrPublk UU0lyAuVlortV
If these permit numbers are typos, I will correct the numbers and initial the changes on the transfer forms. If these are
not the intended permit(s), please let me know and I will return the transfer applications to you.
If you have questions please let me know. The six permits will be assigned to a reviewer for review and inspection once
these questions are resolved. That reviewer will be in touch if they have further questions.
Thanks,
Kelly
K6LUJ0kVL'S0 L
Kelly Johnson
Environmental Engineer
INC Division of Energy, Mineral and Land Resources
Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Office: 910.796.7331
Fax: [phone]

Corn
Project Name:
Project Location:
Checklist
Received Date: 5�,QQ
Accepted Date: It
Rule(s)
2008 Coastal
El 1995 Coastal Phase 11 (WiRO)
®Universal 1988 Coastal
Type of Permit: New or
Mod or PR
Existing Permit # (Mod or PR):
PE Cert on File?
Density: HD or LD
%: _®(%OK?)
Type: Co merc al or Residential
I
FINCG:
®Offsite
to SW8
Stream Class:
®SA
Map
—Subdi`videe7i?�bdivisio
n-i�Lat
0RW7vla
Ekempt - -
—
Paperwork Emailed Engineer on:
Supplement(s) (1 original per BMP) BMP Type(s): �RE�nfiFE d2
0 & M with correct/original signatures (1 original per BMP except LS/VFS and swales)
®Application with correct/original signatures ®Deed
®Corp or LLC: Sig. Auth. per SoS or letter ®Email Address: Design Engineer
0$505 (within 6mo) ®Email Address: Owner
®Soils Report with SHWT Note to Reviewer:
®Calculations (signed/sealed) „ �� ' ahfi.�
®No obvious errors
®Density includes common areas, etc
®Deed Restrictions, if subdivided:
MSianed & Notarized
Plans
1:32 Sets
®Details (roads, cul-de-sacs, curbs, sidewalks, BMPs, Buildings, etc)
®Grading
®Wetlands: Delineated
or No Wetlands
®Vicinity Map
®Layout (proposed BUA dimensions)
®Legend
®DA Maps
®Project Boundaries
Infiltration
Wet Pond
Offsite
Soils Report
®Soils Report
®PE Cert for Master Lot #:
SHWT:
®Deed Rest for Master ®Lot # Matches Master
Bottom:
®SHWT:
PP:
BUA Permitted (Master): sf
Visited:
BUA Proposed (Offsite): sf
Additional Information:
Permitted
Proposed:
Proposed: Proposed:
BUA (sf)
DA (sf)
PP (el)
SHWT (el)
Depth (ft)
SA (sf)

BOBBINS MAY & RICH LLP
P. WAYNE ROBBINS*
ATTORNEYS AT LAW
JOHN M. MAY
STEPHEN F. LATER}
ROBERT M. FRIESEN
R. PALMER SUGG"
4 p
PATRICIA T. NIEBAUER
NEIL T. OAKLEY
DEAN A. RICH (1928-2006)
i
'C.—P.
}Auo womlrno rl+ m. Du,P¢r o1 C..P-
June 4, 2014
_
FEE R 1fE—;
Dan Sams
NC Department of Environment and Natural Resources
JUN 209
Wilmington Regional Office
127 Cardinal Drive Extension
BY -
Wilmington, NC 28405
Dear Mr. Sams,
I am outside counsel to Family Foods, Inc., R&S Matthews Properties, LLC and RSM Foods,
LLC (collectively, the "Sellers"). The Sellers recently executed an Asset Purchase Agreement
with Bell Carolina LLC ("Bell C") pursuant to which Seller intends to sell all of its assets, to
Bell C (the "Purchase Agreement"). The Purchase Agreement contemplates that the Seller's
restaurants will be transferred to Bell C who intends to continue to operate them as Taco Bell
franchised restaurants.
In connection with the sale of the assets, we enclose the following Stormwater Permit
Name/Ownership Change Form:?
1. Taco Bell Swansboro, Stormwater Permit No. SW8 130204 /ys �,f
2. Taco Bell Jacksonville, Stormwater Permit No. SW9.1111 05 001
3. Taco Bell Sneads Ferry, Stormwater Permit No. SW8 120108
4. Taco Bell Fulton Station, Stormwater Permit No. 2013022 — together with check in
amount of $40.00 for transfer of permit.
5. Taco Bell South Monkey Station, Stormwater Permit No. SW8 130302
6. Taco Bell Shallotte, Stormwater Permit No. SW8 100917MOD
As proof of legal documentation for the transfer to the new owner, please find relevant pages
from the Purchase Agreement attached to each Stormwater Permit Name/Ownership Change
Form.
We have a very short period of time in which to consummate the closing of this transaction; the
closing date is Wednesday, June 181', 2014.
120 APPLECROSS ROAD, PINEHURST NORTH CAROLINA 28374 910.692.4900 F 910.692.1768

June 4, 2014
Should you have any questions regarding any of the foregoing, please contact me at 910-692-
4900 or at [e-mail]. Should you have any questions regarding the
enclosed documents please contact Laura Warf at Davis Wright Tremaine LLP, outside counsel
to Bell C. at [phone] or [e-mail].
We greatly appreciate your attention to this matter.
Sincerely,
ROBBINS MAY & RICH LLP
j
Patricia T. Niebauer

NORTH* CAROLINA
of Department of the Secretary of State
CERTIFICATE OF AUTHORIZATION
1, Elaine F. Marshall, Secretary of State of the State of North Carolina, do hereby
certify the following upon the request for a Certificate of Authorization:
NATIONAL RETAIL PROPERTIES, LP
is a limited partnership regularly created, organized and existing under the laws of
the state of Delaware having been formed on the 1 lth day of January, 2005; a certificate
of authority was issued to said limited partnership on the I Ith day of August, 2006 to
transact business under the name
NATIONAL RETAIL PROPERTIES, LP
DBA
NATIONAL RETAIL PROPERTIES, LP OF NORTH CAROLINA
I FURTHER certify that the said limited partnership is in good standing insofar as
is disclosed by the records of my office.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal at the City
of Raleigh, this 9th day of May, 2014.
Scan to verify online.
Certification# 95581255.1 Reference# 12043086- Page: I of I Secretary of State
Verify this certificate online at www.secretarystate.nc.us/verification

Delaware
The First State
PAGE 1
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "NATIONAL RETAIL PROPERTIES, LP" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE SEVENTEENTH DAY OF APRIL, A.D. 2014.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE.
3910524 8300
140485387
You may verify this certificate online
at carp. delaware.gov/authver.shtml
Jeffrey W. Bullock, Secretary of State
AUTHEN C TION: 1301435
DATE: 04-17-14

BELL CAROLINA LLC
Designation and Appointment of Officers
Effective March 13, 2014
BELL CAROLINA LLC, a Delaware limited liability company (the "Company's is
managed by Bell American Group LLC, its "Managing Manager" as provided in the
Company's limited liability company agreement (the "LLCAgreement'�. For efficient
administration of the Company's affairs, the Managing Member is executing this document to
designate and appoint certain officers of the Company. The Managing Member retains the right
to manage the affairs of the Company as provided in the Company's LLC Agreement.
1. Officers.
1.1 Officers and Term. Officers of the Company may be: Chief Executive
Officer; Chief Operating Officer; President; Executive Vice President; Chief Financial Officer;
and Secretary. The Officers may be appointed by the Managing Member from time to time.
Each officer shall hold office until removed as provided below. Any one person may hold more
than one office if it is deemed advisable by the Managing Member.
1.2 Appointment of Officers. The Managing Member hereby memorializes
the appointment of the following persons to the offices designated below:
Name Office
Gregory G. Flynn Chief Executive Officer
Charlie Brown President
Lorin M. Cortina Executive Vice President and Chief
Financial Officer
Ron Igarashi Secretary
1.3 Resignation or Removal. Any officer of the Company may resign from
such position by delivering written notice of the resignation to the Company. Any officer of the
Company may be removed by the Managing Member at any time without cause. Vacancies in
any office caused by any reason may be filled by the Managing Member at any time.
1.4 Salaries, Expenses. The officers of the Company shall be compensated
(and shall be reimbursed for out-of-pocket expenses) in accordance with the terms and
conditions of their respective employment and management agreements with the Company or its
Managing Member, as the case may be.
2. Officer Descriptions.
2.1 Chief Executive Officer. The Chief Executive Officer shall have
responsibility for setting the general mission, direction and goals of the Company and
DWT 23591554vt 0096812-000002

implementing such plans as the Managing Member shall direct from time to time. The Chief
Executive Officer shall be authorized to execute all documents on behalf of the Company.
2.2 Chief Operating Officer. If any, the Chief Operating Officer shall be
responsible for the overall operations of the Company, including overseeing and coordinating the
activities of the other officers of the Company (excluding the Chief Executive Officer). The
Chief Operating Officer shall be authorized to execute all documents on behalf of the Company.
2.3 President. The President shall have general charge and control of the
day-to-day affairs of the Company subject to the ultimate control of the Managing Member, shall
perform all duties as may be delegated from time to time by the Managing Member, and shall
make such reports to the Managing Member as may be required from time to time. The
President shall be authorized to execute all documents on behalf of the Company.
2.4 Executive Vice President. The Executive Vice President shall perform
such duties as shall be assigned by the Chief Executive Officer or the Managing Member. In the
case of absence, disability or death of the President, the Executive Vice President shall perform
and be vested with all the duties and powers of the President, until the President shall have
resumed such duties or the President's successor is appointed. The Executive Vice President
shall be authorized to execute all documents on behalf of the Company.
2.5 Chief Financial Officer. The Chief Financial Officer shall keep accounts
of all monies of the Company received or disbursed, shall from time to time make such reports to
the officers and Managing Member as may be required, and shall perform such other duties as
the Chief Executive Officer, President or the Managing Member may from time to time delegate.
The Chief Financial Officer shall have authority to execute banking documents, open or close
bank accounts, execute checks, transfers, deposits and other similar documents, all as may be
required for the operation of the business of the Company.
2.6 Secretary. The Secretary shall keep a record of the proceedings at the
meetings of the Managing Member, shall have custody of all the books, records and papers of the
Company, except such as shall be in charge of the Treasurer or some other person authorized to
have custody or possession thereof, shall from time to time make such reports to the officers and
Managing Member as may be required, and shall perform such other duties as the Chief
Executive Officer, Chief Operating Officer, President, Executive Vice President or the Managing
Member may from time to time delegate.
DWT 23591554vl 0096812-000002

r . .
The Managing Member of the Company hereby approves this Designation and
Appointment of Officers effective as of the date first above written.
MANAGING MEMBER:
BELL AMERICAN GROUP LLC
(Designation ofOffieeis of Bel/ Carolina LLC)
nd

LIMITED LIABILITY COMPANY AGREEMENT
OF
BELL CAROLINA LLC
(a Delaware Limited Liability Company)
Dated and Effective
as of
March 13, 2014

TABLE OF CONTENTS
1.
CERTIFICATE OF FORMATION..........................................................................
I
2.
NAME......................................................................................................................1
3.
PURPOSE......................................................................................:..........................1
4.
TERM.......................................................................................................................1
5.
PRINCIPAL PLACE OF BUSINESS......................................................................
I
6.
REGISTERED OFFICE AND REGISTERED AGENT.........................................1
7.
MEMBER.................................................................................................................2
8.
MANAGEMENT.....................................................................................................2
8.1. Management by Managing Member.............................................................
2
8.2. Officers..........................................................................................................
2
8.3. Right to Rely on Managing Member.............................................................
2
9.
FINANCIAL MATTERS.........................................................................................2
9.1. Capital Contribution......................................................................................2
9.2. Distributions..................................................................................................3
9.3. Tax Matters....................................................................................................
3
10.
DISSOLUTION AND LIQUIDATION...................................................................
3
10.1. Events of Dissolution....................................................................................
3
10.2. Liquidation Upon Dissolution and Winding Up ...........................................
3
11.
INDEMNIFICATION..............................................................................................
4
11.1. Indemnification.............................................................................................
4
11.2. Expenses........................................................................................................4
11.3. Insurance.......................................................................................................
4
11.4. Beneficiaries..................................................................................................5
12.
MISCELLANEOUS.................................................................................................5
12.1. Assignment....................................................................................................5
1
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12.2.
Governing Law..............................................................................................
5
12.3.
Amendments..................................................................................................5
12.4.
Construction..................................................................................................
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12.5.
Headings........................................................................................................6
12.6.
Waivers..........................................................................................................6
12.7.
Severability....................................................................................................6
12.8.
Counterparts..................................................................................................
6
12.9.
Heirs, Successors and Assigns......................................................................
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12.10.
Entire Agreement..........................................................................................
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LIMITED LIABILITY COMPANY AGREEMENT
of
BELL CAROLINA LLC
(a Delaware Limited Liability Company)
THIS LIMITED LIABILITY COMPANY AGREEMENT is dated effective as of
March 13, 2014, by and between Bell Carolina LLC (the "Company's and Bell American Group
LLC, a Delaware limited liability company, as the sole member of the Company (the
"Member").
1. Certificate of Formation. A Certificate of Formation was filed on March 13,
2014, the date on which the term of the Company began.
2. Name. The name of the Company is "Bell Carolina LLC."
3. Purpose. The purpose and business of the Company is limited to owning,
operating, and developing Taco Bell, KFC or Pizza Hut branded foodservice operations, and
other branded concepts expressly approved in writing by location by YUM! Brands, Inc., or one
of its subsidiaries and to exercise all other powers necessary or reasonably connected or
incidental to such purpose and business that may be legally exercised by the Company under the
Delaware Limited Liability Company Act, as amended from time to time (the "Act'.
4. Term. The term of the Company shall continue until the Company is dissolved in
accordance with Section 10.
5. Principal Place of Business. The principal place of business of the Company
shall be 225 Bush Street, Suite 1800, San Francisco, California 94104. The Managing Member
may relocate the principal place of business or establish additional offices from time to time.
6. Registered Office and Registered Agent. The Company's initial registered
agent and the address of its initial registered office are as follows:
Name Address
Corporation Service Company 2711 Centerville Road
Suite 400
Wilmington, DE 19808
The registered office and registered agent may be changed by the Managing Member from time
to time in accordance with the requirements of the Act.
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Member. The name and address of the Member are as follows:
Name
Bell American Group LLC
8. Management.
Address
225 Bush Street, Suite 1800
San Francisco, CA 94104
8.1. Management by Managing Member. The Company shall be member -
managed and accordingly, the business and affairs of the Company shall be carried on and
managed exclusively by the Member (the "Managing Member"). The Managing Member shall
have full, complete and exclusive authority, power and discretion to manage and control the
business, affairs and properties of the Company in the ordinary course of the Company's
business, and to perform all acts or activities customary or incident to the management of the
Company in the ordinary course of its business.
8.2. Officers. The Managing Member may appoint such officers, including
without limitation, a Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice -President, Secretary, and Treasurer, as it determines from time to
time, each of whom shall serve at the discretion of the Managing Member. The Managing
Member is hereby authorized and empowered to act through such officers in carrying out any
and all duties, powers and authorities under this Agreement, and to delegate any and all of the
duties, powers and authorities that the Managing Member possesses under this Agreement to any
such officers. The initial officers shall be:
Name Office
Gregory G. Flynn Chief Executive Officer
Charlie Brown President
Lorin M. Cortina Executive Vice President and Chief
Financial Officer
Ron Igarashi Secretary
8.3. Right to Rely on Managing Member. Any person dealing with the
Company may rely (without duty of further inquiry) upon a certificate signed by the Managing
Member or any officer of the Company as to the identity and authority of the Managing Member,
officers or other person to act on behalf of the Company.
9. Financial Matters.
9.1. Capital Contribution. The Member shall make an initial capital
contribution to the Company of cash in the amount of One Thousand Dollars ($1,000.00) and is
not required to make any additional capital contributions to the Company.
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9.2. Distributions. The Managing Member may, in its discretion, cause the
Company to make distributions of cash or other assets of the Company to the Members from
time to time as permitted by the Act.
9.3. Tax Matters.
(a) Status of Company. It is intended that the Company be disregarded as an
entity separate from the Member for federal income tax purposes. No election shall be made
pursuant to Treasury Regulation § 1.7701-3 to treat the Company as an association taxable as a
corporation. To the extent the Company is not disregarded for any state, local or foreign income
or franchise tax purpose, or other tax purpose, the Company shall prepare and file tax returns as
necessary, and the Member (and its Affiliates) shall prepare tax returns consistently with such
tax returns.
(b) Additional Members. In the event an additional Member is admitted to
the Company, it is intended that the Company be treated as a partnership for federal income tax
purposes. In this case, the Company shall prepare and file any required federal income tax or
other returns, the Managing Member shall be the "Tax Matters Partner" under Section 6231(a)(7)
of the Internal Revenue Code of 1986, as amended and the Company shall establish and maintain
capital accounts for each Member in accordance with Treasury Regulation § 1.704-1(b)(2)(iv).
(c) Taxable Year. The taxable year of the Company shall be the calendar
year.
(d) Tax Elections. Subject to Section 9.3(a), all tax elections required or
permitted to be made under the Code and any applicable state, local or foreign tax law shall be
made in the discretion of the Managing Member, and any decision with respect to the treatment
of Company transactions on the Company's state, local or foreign tax returns shall be made in
such manner as may be approved by the Managing Member.
10. Dissolution and Liquidation.
10.1. Events of Dissolution. The Company shall dissolve upon the earlier of:
(a) the written statement of the Managing Member; or
(b) the sale, transfer or other disposition of all or substantially all of the
Company's assets unless otherwise determined by the Managing Member in writing.
10.2. Liquidation Upon Dissolution and Winding Up. Upon the dissolution
of the Company, the Managing Member shall wind up the affairs of the Company. A full
account of the assets and liabilities of the Company shall be taken. The assets shall be promptly
liquidated and the proceeds thereof applied as required by the Act. Upon discharging all debts
and liabilities, all remaining assets shall be distributed to the Member or the Member's
representative.
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11. Indemnification.
11.1. Indemnification. In accordance with Section 18-108 of the Act, but
subject to the terms of any other written agreement between the Company and any Indemnitee
(as herein defined), the Company shall indemnify and hold harmless the Members (including the
Managing Member), the officers of the Company, and Affiliates thereof, and all members,
representatives, partners, board members, officers and directors of such Affiliates (individually,
in each case, an "Indemnitee") to the fullest extent permitted by law from and against any and all
losses, claims, demands, costs, damages, liabilities (joint or several), expenses of any nature
(including attorneys' fees and disbursements), judgments, fines, settlements, and other amounts
arising from any and all claims, demands, actions, suits, or proceedings, whether civil, criminal,
administrative or investigative, in which the Indemnitee may be involved, or threatened to be
involved as a party or otherwise, arising out of or incidental to the business or activities of or
relating to the Company, regardless of whether the Indemnitee continues to be a Member,
officer, or an Affiliate thereof, or a member, representative, partner, board member, officer or
director of such Affiliate, at the time any such liability or expense is paid or incurred; provided,
however, that this provision shall not eliminate or limit the liability of an Indemnitee (a) for any
breach of the Indemnitee's duty of loyalty to the Company or its Member, (b) for acts or
omissions which involve intentional misconduct or a knowing violation of law, or (c) for any
transaction from which the Indemnitee received any improper personal benefit. Each Indemnitee
shall be fully protected in relying in good faith upon such information, opinions, reports or
statements by any of its members, its agents, or any other Person, as to matters the Member or its
officers or directors reasonably believe are within such other Person's professional or expert
competence and who has been selected with reasonable care by or on behalf of the Company,
including information, opinions, reports or statements as to the value and amount of the assets,
liabilities, profits or losses of the Company or any other facts pertinent to the existence and
amount of assets from which distributions to Members might properly be paid. "Affiliate" shall
mean, with respect to any Person, any other Person, directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with such Person. The term
"control," as used in the immediately preceding sentence and elsewhere in the Agreement,
means, with respect to any Person, the possession, directly or indirectly of the power to direct or
cause the direction of the management or policies of the controlled Person. "Person" shall mean
any natural person, corporation, partnership, trust, limited liability company, association or other
entity.
11.2. Expenses. Expenses incurred by an Indemnitee in defending any claim,
demand, action, suit or proceeding subject to this Section I 1 shall, from time to time, upon
request by the Indemnitee be advanced by the Company prior to the final disposition of such
claim, demand, action, suit, or proceeding upon receipt by the Company of an undertaking by or
on behalf of the Indemnitee to repay such amount, if it shall be determined in ajudicial
proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as
authorized in this Section 11.
11.3. Insurance. The Company may purchase and maintain insurance on
behalf of its Members and such other Persons as the Managing Member shall determine against
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any liability that may be asserted against or expense that may be incurred by such Persons in
connection with the offering of interests in the Company or the business or activities of the
Company, regardless of whether the Company would have the power to indemnify such Persons
against such liability under the provisions of this Agreement.
11.4. Beneficiaries. The provisions of this Section 11 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create
any rights for the benefit of any other Persons.
12. Miscellaneous.
12.1. Assignment. The Member may assign in whole or in part its membership
in the Company. Notwithstanding anything to the contrary herein, Taco Bell Corp.'s rights of
first refusal and to approve and disapprove proposed transfers of interests in the Company shall
not be impaired by any rights of the Company or the Members with respect to any such transfers.
Any issuance or transfer of interest is subject to the prior written consent of Taco Bell Corp.
Notwithstanding anything to the contrary herein, in the event Taco Bell Corp. is to
purchase or otherwise acquire from a Member the Member's interest in the Company, Taco Bell
Corp. shall receive a full membership interest with all rights of a Member and not merely an
economic ownership interest.
Notwithstanding anything to the contrary herein, in the event Taco Bell Corp. becomes a
Member of the Company, it may be removed as a Member only for breach of this Agreement.
Notwithstanding anything to the contrary herein, in the event Taco Bell Corp. becomes a
Member of the Company, Taco Bell Corp.'s actions, omissions, decisions and other performance
as franchisor of the Taco Bell System shall in no way constitute a breach of any of its
representations, obligations or covenants in this Agreement.
12.2. Governing Law. This Agreement shall be construed and enforced in
accordance with the internal laws of the State of Delaware, including without limitation, the Act,
without regard to the conflict of laws provisions thereof.
12.3. Amendments. This Agreement may not be amended except by the
written agreement of the Member. Notwithstanding anything to the contrary herein, unless Taco
Bell Corp. expressly consents thereto in writing, this Agreement may not be amended in any
manner which would: a) hinder or impair any of the rights of Taco Bell Corp. under any Taco
Bell franchise agreement with the Company to consent or deny consent to, or to purchase in the
event of, any proposed transfer of any Member's or transferee's interest in the Company, or b)
materially add, delete, modify or shift the rights or obligations of any Members or transferees in
the Company as to ownership or control of the Company or distributions by the Company.
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12.4. 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.
12.5. Headings. The headings in this Agreement are inserted for convenience
only and shall not affect the interpretation of this Agreement.
12.6. Waivers. The failure of any person 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, which would have originally constituted a violation, from having the
effect of an original violation.
12.7. Severability. If any provision of this Agreement or the application
thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the
remainder of this Agreement and the application thereof shall not be affected and shall be
enforceable to the fullest extent permitted by law.
12.8. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which together shall be
deemed to be one and the same agreement.
12.9. 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 assigns.
12.10. Entire Agreement. This Agreement constitutes the entire Agreement
between the parties hereto and supercedes any prior agreements, understandings and
arrangements, oral or written, between the parties hereto with respect to the subject matter
hereof.
(Signature Page to Follow)
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Executed as of the date first above written by the undersigned.
COMPANY: BELL CAROLINA LLC, a Delaware limited
liability_cimpany
President and
MEMBER: BELL AMERICAN GROUP LLC, a Delaware
limited liaW*,,comvany
Vice President
and
(SignalurePage to Bell Carolina LLCAgreenrent)