SW8100917_HISTORICAL FILE_20140812

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO.
SW8 ►Q0`�l-1
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
C HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
20H 0812
YYYYMMDD

-
NCDENR
North Carolina Department of Environment and Natural Resources
Pat McCrory
Governor
August 12, 2014
Lessee
Ron Igarashi, Secretary
Bell Carolina, LLC
P O. Box 507
West Linn, OR 97068
F.W.
Owner
Christopher P. Tessitore, Executive V P of NNN GP
For National Retail Properties, LP
450 South Orange Avenue, Suite 900
Orlando, FL 32801
Subject: Stormwater Permit No. SW8100917
Name / Ownership Change and Permit Extension
Taco Bell - Shallotte
Onslow County
Dear Mr Igarashi and Mr. Tessitore:
John E Skvarla, III
Secretary
Effective August 1, 2013 the State Stormwater program has been transferred from the Division of Water Quality
(DWQ) to the Division of Energy, Mineral and Land Resources (DEMLR) All previous references to DWQ will
remain in older stormwater permits issued prior to August 1, 2013 until they are modified Please note that any
updated pages or addendums to the permit will now reference DEMLR as the Division responsible for issuance of
the permit
On August 5, 2009, the Governor signed Session Law 2009-406. This law impacts any development approval issued
by the Division of Energy, Mineral and Land Resources under Article 21 of Chapter 143 of the General Statutes,
which is current and valid at any point between January 1, 2008, and December 31, 2010. The law extends the
effective period of any stormwater permit that was set to expire during this time frame up to three (3) years from its
current expiration date On August 2, 2010, the Governor signed Session Law 2010-177, which granted an extra year
for an extension of up to four (4) years
On June 6, 2014, the Division of Energy, Mineral and Land Resources (DEMLR) received a permit
Name/Ownership Change Form for the subject project A file review and site inspection was performed on August
5, 2014 by DEMLR staff and as noted in the enclosed inspection report, the site is currently in compliance with the
terms and conditions of the current state Stormwater permit As indicated on the Name/Ownership Change form,
you have acknowledged receipt of a copy of the perrmt, which includes the application and supplement forms, a copy
of the approved plans and a copy of the required Operation and Maintenance agreement from the previous pertruttee
By acknowledging receipt of the permit, and by signing the Name/Ownership Transfer form, you have accepted the
responsibility for complying with the terms and conditions outlined in this perrmt. The Division is hereby notifying
you that permit SW8 100917 has been transferred on August 12, 2014 and to remind you that this permit shall be
effective until October 2, 2021, which includes the extensions
Division of Energy, Mineral, and Land Resources
Land Quality Section - Wilmington Regional Office
127 Cardinal Drive Extension, Wilmington, North Carolina 28405 • [phone] / Fax [phone]

August 12, 2014
For your records, please find enclosed a copy of the updated page 2 of the previously issued permit, a copy of the
inspection report, and a copy of the Name/Ownership Change form(s) submitted on June 6, 2014 Please attach tliis
cover letter and updated page 2 to your permit originally issued by the Division of Water Quality on November 2,
2010 and as modified thereafter
The designated permit holder, Bell Carolina LLC, shall be responsible for meeting the conditions and limitations
specified in the permit As required for compliance, a copy of the lease agreement that outlines Bell Carolina LLC's
responsibilities for this stormwater system must be kept with the permit and maintenance activity records
Please be aware that it is the responsibility of the permit holder, Bell Carolina LLC to notify the Division of any
changes in ownership and request an ownership/name change for the stormwater permit. However, please be
reminded that if the lease agreement or contract between Bell Carolina LLC and National Retail Properties, LP is
dissolved, cancelled or defaults, and the Division is not notified by Bell Carolina LLC to transfer the permit, then the
responsibility for permit compliance reverts back to the property owner As the property owner, National Retail
Properties, LP must notify the Division immediately of the permit ownership change and submit a completed
Name/Ownership form to the Division within 30 days Otherwise National Retail Properties, LP will be operating a
stormwater treatment facility without a valid permit. Tlus is a violation of NC General Statue 143-215 1 and may
result in appropriate enforcement action including the assessment of civil penalties of up to $25,000 per day, being
taken against the property owner, National Retail Properties, LP
Please be aware that the project's budt-upon area and stormwater controls must be built and maintained in
compliance with the permit documents and the approved plans Maintenance of the approved system shall be
performed in accordance with the signed Operation and Maintenance agreement. Any modifications to this project
must be submitted to DEMLR and approved prior to construction. The issuance of this approval does not preclude
you from complying with all other applicable statutes, rules, regulations or ordinances, which may have jurisdiction
over the proposed activity, and obtaining a permit or approval prior to construction.
This permit is subject to the conditions and limitations as specified in the previously issued perm t Please pay special
attention to the conditions listed in this permit regarding the Operation and Maintenance of the BMP(s), recordation
of deed restrictions, procedures for changes of ownership, transferring the permit, and renewing the pemnt Failure
to establish an adequate system for operation and maintenance of the stormwater management system, to record deed
restrictions, to transfer the permit, or to renew the permit, will result in future compliance problems
If any parts, requirements, or limitations contained in this permit are unacceptable, you have the right to request an
adjudicatory hearing by filing a written petition with the Office of Admuustrative Hearings (OAH). The written
petition must conform to Chapter 150B of the North Carolina General Statutes, and must be filed with the OAH
within thirty (30) days of receipt of this permit. You should contact the OAH with all questions regarding the filing
fee (if a filing fee is required) and/or the details of the filing process at 6714 Mad Service Center, Raleigh, NC 27699-
6714, or via telephone at 919-431-3000, or visit their website at www NCOAH.com. Unless such demands are made
this permit shall be final and binding
If you have questions concerning the requirements of the permit or need additional copies of the permit or approved
plans, please do not hesitate to Steve Pusey with DEMLR in the Wilmington Regional Office at [phone]
Sincerely,
For Tracy avis, P.E, Director
Division of Energy, Mineral and Land Resources
GDS/ sgp. G \WQ\Shared\Stormwater\Permits & Projects\2010\100917 HD\2014 08 permmt 100917
cc Ronnie B Matthews, Manager — R&S Matthews Properties, LLC
Scott Brown, PE - 4D Site Solutions, Inc.
Brunswick County Budding Inspections
Wilmington Regional Office Stormwater File
Page 2 of 2

wale arormwacer management
Permit # SW8 100917
STATE OF NORTH CAROLINA
DEPARTMENT OF ENVIRONMENT AND NATURAL RESOURCES
DIVISION OF ENERGY, MINERAL AND LAND RESOURCES
STATE STORMWATER MANAGEMENT PERMIT
HIGH DENSITY COMMERCIAL DEVELOPMENT
In accordance with the provisions of Article 21 of Chapter 143, General Statutes of
North Carolina as amended, and other applicable Laws, Rules, and Regulations
PERMISSION IS HEREBY GRANTED TO
Bell Carolina, LLC
Taco Bell - Shallotte
4461 Main Street, Shallotte, Brunswick County
FOR THE
construction, operation and maintenance of a wet detention pond in compliance with the
provisions of 15A NCAC 2H 1000 and Session Law 2008-211 (hereafter collectively
referred to as the "stormwater rules') the approved stormwater management plans and
specifications and other supporting data as attached and on file with and approved by
the Division of Water Quality and considered a part of this permit
This permit shall be effective from the date of issuance until October 2, 2021, and shall .
be subject to the following specified conditions and limitations
I. DESIGN STANDARDS
This permit is effective only with respect to the nature and volume of stormwater
described in the application and other supporting data.
2. This stormwater system has been approved for the management of stormwater
runoff as described in Section 1.7 on page 3 of this permit. The stormwater
control has been designed to handle the runoff from 29,476 square feet of
impervious area.
A 50' wide vegetative buffer must be provided adjacent impounded structures,
streams, rivers and tidal waters.
4 The tract will be limited to the amount of built -upon area indicated on page 3 of
this permit, and per approved plans.
5 All stormwater collection and treatment systems must be located in either
dedicated common areas or recorded easements. The final plats for the project
will be recorded showing all such required easements, in accordance with the
approved plans.
6 The runoff from all built -upon area within the permitted drainage area(s) of this
project must be directed into the permitted stormwater control system.
2of7

Addendum to Permit SW8 100917
The following additional terms and conditions apply because this permit is issued to a
lessee who is operating under a lease agreement with the Owner.
1 The designated permit holder, Bell Carolina LLC, shall be responsible for
meeting the conditions and limitations specified in the permit. As required for
compliance, a copy of the lease agreement that outlines Bell Carolina LLC's
responsibilities for this stormwater system must be kept with the permit and
maintenance activity records.
2 Please be aware that it is the responsibility of the permit holder, Bell Carolina
LLC to notify the Division of any changes in ownership and request an
ownership/name change for the stormwater permit However, please be
reminded that if the lease agreement or contract between Bell Carolina LLC and
National Retail Properties, LP is dissolved, cancelled or defaults, and the Division
is not notified by Bell Carolina LLC to transfer the permit, then the responsibility
for permit compliance reverts back to the property owner. As the property owner,
National Retail Properties, LP must notify the Division immediately of the permit
ownership change and submit a completed Name/Ownership form to the Division
within 30 days. Otherwise National Retail Properties, LP will be operating a
stormwater treatment facility without a valid permit. This is a violation of NC
General Statue 143-215 1 and may result in appropriate enforcement action
including the assessment of civil penalties of up to $25,000 per day, being taken
against the property owner, National Retail Properties, LP

s
State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
Weil1ddAi!Ill A;J:1VJilltil►1Y0ldiTly-AIL0LI
1. Stormwater Management Permit Number: SW8 100917MOD
2 Project Name: Shallotte Taco Bell
3 Current Permit Holder's Company Name/Organization: Family Foods, Inc.
4. Signing Official's Name: Ronnie B. Matthews Title: President
5. Mailing Address: 10191 Ramsey Street
City: Linden State: NC Zip
6 Phone: (910 ) 323-9700 —Fax: (910 ) 323-9703
28304
II. PROPOSED PERMITTEE / OWNER / PROJECT / ADDRESS INFORMATION
This request is for (please check all that apply)
❑ Name change of the owner (Please complete Items 1, 2 and 3 below)
❑ Name change of project (Please complete Item 5 below)
❑x Change in ownership of the property/company (Please complete Items 1, 2, 3, and 4 below)
❑ Mailing address / phone number change. (Please complete Item 4 below)
❑ Other (please explain):
1. Proposed permittee's company name/organization: Bell Carolina LLC
2. Proposed permittee's signing official's name: Ronald lgarashi
3. Proposed permittee's title:
4. Mailing Address P.O. Box 507
City: West Linn
State: OR Zip. 97068
Phone: ( 503 ) 722-2825 Fax:
5. New Project Name to be placed on permit: Taco Bell #030571
Please check the appropriate box. The proposed permittee listed above is:
❑ HOA or POA (Attach documentation showing that the HOA or POA owns, controls, or has a
recorded easement for all areas that contain stormwater system features. Print name of HOA or
POA in #1 above and provide name of HOA/POA's authorized representative in #2 above)
❑ The property owner
❑x Lessee (Attach a copy of the lease agreement and complete Property Owner Information on
page 4)
❑ Purchaser (Attach a copy of the pending sales agreement. Final approval of this transfer will be
granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4) fi�C OVE
}4, JUiN 0 6 20%
I'
by:—_-----
SSW N/O Change Rev24Sept2012 Page 1 of 4

III. REQUIRED ITEMS
A request to transfer a permit will not be approved by the Division of Water Quality (DWQ) unless all
of the applicable required items listed below are included with the submittal. Failure to provide the
listed items may result in processing delays or denial of the transfer.
1 This completed and signed form. This certification must be completed and signed by both the
current permit holder and the new applicant if this is a change of ownership.
2. Legal documentation of the property transfer to a new owner.
3. A copy of any recorded deed restrictions, covenants, or easements, if required by the permit.
4. The designer's certification (DWQ Engineer and Designer Certification Forms are available from
each DWQ Regional office), if required by the permit and if not already submitted to DWQ.
5. If the proposed permittee is a firm, partnership, association, institution, corporation, limited liability
company, or other corporate entity, provide documentation showing the authority of the named
representative to act on behalf of the proposed permittee.
6. The $40 00 processing fee. If this is an initial transfer from the original permittee the processing
fee is not required. Subsequent ownership transfers will require the $40.00 processing fee.
IV. CURRENT PERMITTEE'S CERTIFICATION
Please check one of the following statements and fill out the certification below that statement:
❑ Check here if the current permittee is only changing his/her/its name, the project name, or mailing
address, but will retain the permit I, , the current
permittee, hereby notify the DWQ that I am changing my name and/or I am changing my mailing
address and/or I am changing the name of the permitted project. I further attest that this application
for a name/ownership change is accurate and complete to the best of my knowledge. I understand
that if all required parts of this application are not completed or if all required supporting information
and attachments listed above are not included, this application package will be returned as
incomplete.
❑x Check here if current permittee is transferring the property to a new owner and will not retain
ownership of the permit.
I, Family Foods, Inc the current permittee, am submitting this application
for a transfer of ownership for permit # SW8 100917MOD . I hereby notify DWQ of the sale or
other legal transfer of the stormwater system associated with this permit. I have provided a copy of
the most recent permit, the designer's certification for each BMP, any recorded deed restrictions,
covenants, or easements, the DWQ approved plans and/or approved as -built plans, the approved
operation and maintenance agreement, past maintenance records, and the most recent DWQ
stormwater inspection report to the proposed permittee named in Sections II and V of this form. I
further attest that this application for a name/ownership change is accurate and complete to the best
of my knowledge. I understand that if all required parts of this application are not completed or if all
required supporting information and attachments listed above are not included, this application
package will be returned as incomplete. I assign all rights and obligations as permittee to the
proposed permittee named in Sections 11 and V of this form. I understand that this transfer of
ownership cannot be approved by the DWQ unless and until the facility is in compliance with the
permit. Signature(g
41)�,� Date. pS-aI-.zol
a Notary Public for the State of
/Uon,�fi b tioL nr O , County of r _ do hereby certify that
, 6 . gY)atfkec,L� personally appeared before me this the
o21.T-1 day of May , 20 14 , and acknowledge the due execution of the
forgoing instrument. Witness my hand and official seal, (Notary Seal)
Tqy<
Notary Signature o`� °9
i Zerm"'� l/L3 ) 2.o15— NO TARY
PUBLIC
SSW N/O Change Rev24Sept2012 Page 2 of:���.0' � �i

V. PROPOSED PERMITTEE CERTIFICATION: (This section must be completed by the
Proposed Permittee for all transfers of ownership)
I, Bell Carolina LLC hereby notify the DWQ that I have acquired
through sale, lease or legal transfer, the responsibility for operating and maintaining the permitted
stormwater management system, and, if applicable, constructing the permitted system. I
acknowledge and attest that I have received a copy of: (check all that apply to this permit)
x the most recent permit
the designer's certification for each BMP
❑ any recorded deed restrictions, covenants, or easements
❑ the DWQ approved plans and/or approved as -built plans
❑ the approved operation and maintenance agreement
epast maintenance records from the previous permittee (where required)
DWQ stormwater inspection report showing compliance within 90 days prior to this transfer
I have reviewed the permit, approved plans and other documents listed above, and I will comply with
the terms and conditions of the permit and approved plans. I acknowledge and agree that I will
operate and maintain the system pursuant to the requirements listed in the permit and in the
operation and maintenance agreement. I further attest that this application for a name/ownership
change is accurate and complete to the best of my knowledge. I understand that if all required parts
of this application are not completed or if all required supporting information and attachments listed
above are t3o 11 C l ed, tf ,i applicati n ackage will be returned as incomplete.
ina
Signature: By. i Date: 5 Ys r
F<001AIU lgaTashi, becreta
I, C rr got,
, a Notary Public for the State of
O� to , County of 61,110,9A , do hereby certify that
Ronald Igarashi, Secretary of Bell Carolina LLC personally appeared before me this the
aa� day of May 2014 and acknowledge the due execution of the
forgoing instnhmPn?UN�itness my hand and official seal, AR/q;
State of Otdo, cure. cty.
Jon exphw 08/1912017
Additional copies of the original permit and the approved Oper
be obtained from the appropriate Regional Office of the Division of Water Quality.
agreement can
This completed form, including all supporting documents and processing fee (if required), should be
sent to the appropriate Regional Office of the North Carolina Department of Environment and Natural
Resources, Division of Water Quality, as shown on the attached map.
Please note that if the Proposed Permittee listed above is not the property owner, the property owner
must complete and sign page 4 of this document. Both the lessee / developer and the property
owner will appear on the permit as permittees.
SSW N/O Change Rev24Sept2012 Page 3 of 4

VI. PROPOSED PROPERTY OWNER CONTACT INFORMATION AND CERTIFICATION
If the Proposed Permittee listed in Sections 11 and V of this form is not the Property Owner, the
Property Owner must provide his/her Contact Information below and sign this form -
Printed Name:
Organization:
National Retail Properties, LP, a Delaware limited partnership ("NRP")
Title within the Organization:
Street Address: 450 South Or
City: Orlando
Mailing Address: same
City:
Suite 900
State: FL
(if different from street address)
State,
Phone: [phone]
Fax:
Zip. 32801
No
Email: effective as of the Closing of the transaction with the current Permittee NRP will
I certify that'own the property identified in this permit transfer document and have given permission
to the Proposed Permittee listed in Sections II and V to develop and/or, lease the property. A copy
of the lease agreement or other contract, which indicates the party responsible for the construction
and/or oeration and maintenance of the stormwater system, has been provided with the submittal
Proposed
As the4egal property owner I acknowledge, understand, and agree by my signature below, that I will
appear as a permittee along with the lessee/developer and I will therefore share responsibility for
compliance with the DWQ Stormwater permit. As the property owner, it is my responsibility to notify
DWQ by submitting a completed Name/Ownership Change Form within 30 days of procuring a
developer, lessee or purchaser for the property. I understand that failure to operate and maintain the
stormwater treatment facility in accordance with the permit is a violation of NC General Statute
(NCGS) 143 215.1, and may result in app date enforce tent action Including the assessment of
civil penalties of up to $25,000 per da , ur uant to GS 14-215 6 �
Proposed N TI L T P R P, by NNN GP Corp, as Rs Gal Partner
Signature of th4roperty owner B Date: �� Gene o/
NameTritle Chri.ctnnher n T,qq
Executive Vice President
I, Debra DabrowgU a Notary Public for the State of
County of gawk — , do hereby certify that
Christopher P. Tessitore personally appeared before me this the
cD-�t U" day of May , 2014 , and acknowledge the due execution of the
forgoing instrument. Witness may hand and official seal,
(Notary Seal)
Nbtary
'✓:`:^ DEBRA L DABROWSKI
MY COMMISSION k EE 035399
•A EXPIRES Novemba,8,2014
BondM Thru Notary Pubic Undemnters
SSW N/O Change Rev24Sept2012 Page 4 of 4

Pusey, Steven
From: Scott Brown <[e-mail]>
Sent: Monday, August 11, 2014 9.15 AM
To: Debbie Taylor; Pusey, Steven
Subject: RE: Taco Bell - Shallotte, NC
Attachments: Shallotte Taco Bell storm certification pdf
The requested certification is attached
Scott Brown, PE
4D Sitc Solutions. Inc. _
From: Debbie Taylor [mailto:debbig alffinc.netj
Sent: Wednesday, August 06, 2014 11:48 AM
To: Scott Brown
Subject: FW: Taco Bell - Shallotte, NC
Scott,
Please see request below. I need the below information to send to Mr Pussey at NCDENR. Could you please send this
over to me so I may forward on. Thanks!
Debbie Taylor
Sr. Admin. Asst.
910 778-1585
- ------ ---- ---- - ---- ---- ---- --- — - ----- -- ----- -- ---- — From: Pusey, Steven[[e-mail]]
Sent: Wednesday, August 6, 2014 11:13 AM
To: Debbie Taylor
Subject: Taco Bell - Shallotte, NC
Debbie,
Per our conversation this morning, we need the engineer's certification for the stormwater system at Taco Bell in
Shallotte in order to transfer the permit to the new Owner. Reference stormwater permit # SW8 100917, and your
request for transfer received June 6, 2014 in our Office. The engineer who designed the system was Scott Brown of 4D
Site Solutions, Inc.
Thanks for handling this matter for us.
Steve
.: t Ilen9. PkW7
Environmental Engineer
NCDENR - Division of Energy, Mineral and Land Resources
127 Cardinal Drive Ext.
Wilmington, NC 28405
Ph [phone] / Fax [phone]
http://Portal.ncdenr.org/web/ir/­stormwater
1

® Before printing this email, please consider your budget and the environment.
E-mail correspondence to and from this address maybe subject to the North Carolina Public Records Law and maybe disclosed to third parties
Notice This communication is confidential and may be legally privileged. If you are not the intended recipient,
(i) please do not read or disclose to others, (ii) please notify the sender by reply mail, and (iii) please delete this
communication from your system Failure to follow this process may be unlawful Thank you for your
cooperation

Pusey, Steven
From: Pusey, Steven
Sent: Wednesday, August 06, 2014 1:18 PM
To: 'Debbie Taylor
Subject: RE: Taco Bell - Shallotte, NC
The original certification is all we need.
Thanks,
Steve
From: Debbie Taylor [_mailto:debbie(d)ff!nc.netl
Sent: Wednesday, August 06, 2014 12:26 PM
To: Pusey, Steven
Subject: FW: Taco Bell - Shallotte, NC
Steven,
Please see engineers question below. Do you need the original certification or a new one reflecting the name transfer?
From: Scott Brown[mailto:[e-mail])
Sent: Wednesday, August 6, 2014 12:03 PM
To: Debbie Taylor
Subject: RE: Taco Bell - Shallotte, NC
Are you referring to the original certification or a new inspection certification?
Scott Brown, PE
4D Site Solutions, Inc.
From: Debbie Taylor [mailto:debbieCd)ffinc.netl
Sent: Wednesday, August 06, 2014 11:48 AM
To: Scott Brown
Subject: FW: Taco Bell - Shallotte, NC
Scott,
Please see request below. I need the below information to send to Mr. Pussey at NCDENR. Could you please send this
over to me so I may forward on. Thanks!
Debbie Taylor
Sr. Admin. Asst.
910 778-1585
From: Pusey, Steven[mailto:[e-mail]
,+Bient: Wednesday, August 6, 2014 11:13 AM
To: Debbie Taylor
Subject: Taco Bell - Shallotte, NC
Debbie,

Per our conversation this morning, we need the engineer's certification for the stormwater system at Taco Bell in
Shallotte in order to transfer the permit to the new Owner. Reference stormwater permit # SW8 100917, and your
request for transfer received June 6, 2014 in our Office. The engineer who designed the system was Scott Brown of 4D
Site Solutions, Inc.
Thanks for handling this matter for us.
Steve
SteyeH JC. PuferJ
Environmental Engineer
NCDENR - Division of Energy, Mineral and Land Resources
127 Cardinal Drive Ext.
Wilmington, NC 28405
Ph [phone] / Fax [phone]
http://portal.ncdenr.org/web/ir/stormwater
fAMN
Before printing this email, please consider your budget and the environment.
E-mail correspondence to and from this address maybe subject to the North Carolina Public Records Law and maybe disclosed to third parties.
Notice. This communication is confidential and may be legally privileged. If you are not the intended recipient,
(i) please do not read or disclose to others, (ii) please notify the sender by reply mail, and (iii) please delete this
communication from your system Failure to follow this process may be unlawful Thank you for your
cooperation.
Notice: This communication is confidential and may be legally privileged. If you are not the intended recipient,
(i) please do not read or disclose to others, (ii) please notify the sender by reply mail, and (iii) please delete this
communication from your system Failure to follow this process may be unlawful Thank you for your
cooperation.

Compliance Inspection Report
Permit SW8100917 Effective 01/31/11 Expiration: 10/02/21
Project Taco Bell Shallotte
Owner Family Foods Inc
County: Brunswick Actress: 4461 Main St
Region: Wilmington
City/State/Zip: Shallotte NC 28459
Contact Person Ronnie B Matthews Title: President Phone [phone]
Directions to Project
From int of Hwy 17 and Bus Hwy 17, head southwest on Bus 17 site will be located on the south side of Bus 17 approx
1,446' from intersection
Type of Project State Stormwater - HD - Detention Pond
Drain Areas 1 "
On -Site Representative(s)
Related Permits.
Inspection Date 08/05/2014 EntryTime 11 30AM ExitTime- 12 0OPM
Primary Inspector Steven G Pussy Phone,
Secondary Inspector(s):
Reason for Inspection, Routine Inspection Type. Transfer Renewal
Permit Inspection Type State Stormwater
Facility Status. 0 Compliant ❑ Not Compliant
Question Areas'
0 Slate Stormwater
(See attachment summary)
page 1

Permit SW8100917 Owner -Project Family Foods Inc
Inspection Date 08/05/2014 Inspection Type Transfer Renewal Reason for Visit Routine
Inspection Summary
This site meets the minimum criteria for compliance with the permit
File Review Yes No NA NE
Is the permit active? ■ ❑ ❑ ❑
Signed copy of the Engineer's certification is in the file? . ❑ ❑ ❑
Signed copy of the operation & Maintenance Agreement is in the file? ■ ❑ ❑ ❑
Copy of the recorded deed restrictions is in the file? ❑ ❑ ■ ❑
Comment
Built Upon Area Yes No NA NE
Is the site BUA constructed as per the permit and approval plans? ■ ❑ ❑ ❑
Is the drainage area as per the permit and approved plans? ■ ❑ ❑ ❑
Is the BUA (as permitted) graded such that the runoff drains to the system? ■ ❑ ❑ ❑
Comment
SW Measures Yes No NA NE
Are the SW measures constructed as per the approved plans? ❑ ❑ ❑
Are the inlets located per the approved plans? . ❑ ❑ ❑
Are the outlet structures located per the approved plans? . ❑ ❑ ❑
Comment
Operation and Maintenance
Yes No NA NE
Are the SW measures being maintained and operated as per the permit requirements?
0❑ ❑ ❑
Are the SW BMP inspection and maintenance records complete and available for review or provided to
1111110
DWQ upon request?
Comment
page 2

.p ST�A'T�E-`s OF A111
F
' i
1S2%a �orelavy V/W&A, 61l6e .Vale o/ '-Fa(a oeere'i'' 'Wer" Mal
a copy of Partnership Registration document(s) of
NET LEASE REALTY, LP
Formed under the laws of DELAWARE,
Whose principal place of business is ORLANDO, FLORIDA,
Was filed and registered in this Office on August 08, 2006
at 12:23 p.m.
ACafkanoy w�iexeo�J' �ia�ue 1 e"anlo set
may %and and caused 6lte Jeal o6my
Ca 6e mixed al C/aa �lx� o� �alon ✓Lowe on,
August 8, 2006
ABA 36244364L
�eaxelas�rr� o��lale
CERTIRWE SS 102 PRIWE0 SEAL (Rev 0)N5)

Aug 8 2006 12:23
JAN-04-1996 02:26 P.02i02
T OF REG
W. Fox McKoithan STATEMENOOFFOEIGN PARTNERSHIP
Rg IPT(��ON
secretary of State (Rs. 9:�2)
Return to Commercial OMIon
♦e Foralgn Partnership P.O. Box 241125
Enclose 5150A0 filing fee Baton Rouge, U► 70604.9+25
Make reiniMeace payable to phone [phone]
seerotary of state
d�try A
CHECK ONE- (td
Original Filing () Amendment
Cm¢rmarcial Net Levee Realty, Lr SECRETARY OF STATE
Current Name of Partnership:
previous Name of Partnership.
Organized under the laws Of : Delaware Ssae Caunb. Tamtwy I,IOMnm or Common
450 South Orange Ave"' , Suite 900, Orlando, Fiends 31801
Municipal address of principal place of business outside Louisiana
Municipal address of principal place of business in Louisiana
Lownaat
C T Corporation System, S550 urrttm naza o--, --- -
Name and municipal address of agent for service of process wt+o must reside in Louisiana
OrI=do,Flonda 32801
450 Strati+ Orange Avemu, Suite
CNLR GP Corp., a Delaware ooTOtyaon,
Name and municipal address of of leant one general partner who gives consent under R.S. 9:3424
Does the partnership intend to own immovable property In Louisiana in the partnership name? (1Q Yes () No
Are any of the partners to have limited liability recognized in Louisiana? ()t) Yea (j No
The partnership's federal tax identification number 59-3651950
PersonallyBefore me, undersigned Notary Public in and for Florida Orange County parlsNcaund
siate
came d appeared Jai s• a
who after being duly sworn, did depose and say
that e a gAm
e I anner in to oven named
partnership,
n In this thatement'onnehon stated herein is Prue and rarTec
an�lh he +loan a, a,o 1
18
i PUCoeI a 0 CA]3:. ---�"� Dada
Sipe re of Gensl���[ of GP) �fi� Fr=4•rf—Aos_(aaR"`o`� nL
•'���.lY(�a rshlp
Pursuant to R.S. 9:3422 the aRlcles of Partner sinVamhenddmip eea hall no' 1►j`s ,. •^.., .- r
However, by registering the partnership30 de ps This written request.
to the Secretary of State within thirty () y
(r..,Mpa.nwVJj
sprrwasa. i,,syr.mnvacrrr�an..

FROM CORPORATION TRUST WILM. TE #2 (TUE) 1.11'05 �6:08( 16 0600.4863796969 P 3
luvul vv"Iv1LLN1V11 .Uvvl nlwb 1a_,. RL livid a UJ I -J)J17I- IJ-JU/J1-YUUJI)U)JJ I L
State of Lklarmae
3eameAL7 of Shafer
L3vlaiw of CospiosslSuo
DaUvesed 01:58 EV 011111200S
I=M 01:5a Dar 014la005
9RV 050024095 - 391OW4 z=
C'E trMCATE OF MUM PARTNKUMP
Ca`
COMMERQAL NET LEASE REALTY, LP
71te undersigned, dmi>iiog to famr a limited pattttershipPumiant to the Delawam
Revised Unlform Limited Pastaersbio Aet, 5 Delaware Code, Chapter 17, does hereby certify as
follows:
1. The name of tim limited parinaship is Commcacial Nei Leese Beatty, LP (the "Limited
pwWatship.j.
2. The address ofthe tegistelled office oftA0 Lkdtad pip in Ddawsre is 1209
Orange Shoat, Wilmington, DE 19S01, CaumtyofNew Castle The Limited pwt=x*,s
rogiatered agent at that address is The Cutpoxation Trust Company.
3. The name and address of the sple general putner ofthe Limited PaMalship is:
CNLAR GP Corp.
450 South Orange Avcmuc
Orlando, FL 32801
IN WMMS WHEREOF, the lmdelsigaa beingthe sole general partner of the Limited
Partncrahip, has eaauted this Certificate of Limited Putnuxship of Commercial Net Lease Realty,
LP on the 11 d day of January, 2005,
CNIR GP Corp., the Octerai Part=
By. /slKev 4 B. Habidtt
Name: Levin B. HaNcit
Title: ExuartiaVice PtoWent

FBCM CT 1ININGTON - 302_655_4236 GROUP 6 (MON)110. 2'(1 9:09/ST. 9:08/NO.4260103660 F 3
Stets of Ada= 83/03
Seawtezy of State
Diusica of COlpaMUCM
rt livered I0:02 AM 1010212006
F= 10. 02 AM 1010212006
SW 060902992 - 391052e F9E
STATE OF DELAWARE
AMENDMENT TO Tiff CERTIFICATE OF
. LIMITED PARTNERSHIP
The untkesige� desiring to amend the Certificate of Limited Partnelahip PWMWA to the
Pro"isions of Section 17-202 of the Revised (Jnifolm limited Perlaorship Act of the
State of Delaware, does hereby certify as follows;
FIRST: The name of the Limited Pariacrahip is Caamotclel Not raise Realty, L9
SECOND: Artiele I of the Certificate of Litttited PtfnershiP shall be amended as
folbwd. Amele t is delued la 113 en6tetr sad tephwd with the tbilowing:
Tha mme of the hnttocd pam;ereti{p �r Natlond Repo Propmtea, LP (the •I.�ieyi A.r....�.:..n
IN WI7TJFSS WHERF-OF, the undersigned executed this Amendment to the C6rttficato
of Limited Pat<nernhip on Us15� day of y� A.D. 2oD6 .
CM.tt C:o .. a 6a1 e t w
cram Parincr(s)
Narno: lelim S. whit hwat, Pteuaem
Print or Type ~
=rs -ui..,c,,v",

Delaware
ghe First State
PAGE 1
I, TEFFREY 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 corp delanare gov/authver sh=1
Jeffrey W Bullock, Secretary of State
AUTHEN C TION: 1301435
DATE: 04-17-14

NORTH CAROLINA
d
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 11 th 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.
1N WITNESS WHEREOF, 1 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 w secretary state nc us/verification

10/17/2006 08:49 9544760158 CT CORPORATION PAGE 03/03
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
CNLR GP CORP.
This Certificate of Amendment (the "Amendment') dated October Is , 2006, is
entered into with respect to the Certificate of Incorporation of CNLR GP CORP., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"). The Corporation hereby certifies as follows:
RECITALS
FIRST: The name of the Corporation is CNLR GP Corp. The date of filing of its original
Certificate of Incorporation with the Secretary of State of the State of Delaware was April 14, 2000.
SECOND: That the sole Shareholder and the Board of Directors (the 'Board") of said
Corporation, by unanimous written consents filed with the minutes of the Board, adopted a resolution
proposing and declaring advisable the following amendment to the Certificate of Incorporation of said
Corporation.
RESOLVED, that the Certificate of Incorporation of CNLR OF Corp. be
amended by changing the First Article thereof so that, as amended, said Article
shall be and read as follows:
FIRST: The name of the corporation shall be NNN GP Corp.
THIRD: That the aforesaid Amendment was duly adopted in accordance with the applicable
provisions of sections 141(f) and 228 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the President and Secretary of the corporation have executed this
Certificate of Amendment as of the day and year first written ve.
J ian E Whitehurst, Preside t
ChristopherrP. Tessitore, Secretary
State of DaIawe
Secretary of State
Division of Coiporations
Dslivesed 09:22 AM 1012012006
FILED 09:12 AM 1012012006
SRV 060963642 - 3212374 FILE
4844-8301-7217.1

Delaware PAGE I
Tie .first State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "CNLR GP CORP.",
CHANGING ITS NAME FROM "CNLR GP CORP. " TO "NNN GP CORP. ", FILED
IN THIS OFFICE ON THE TWENTIETH DAY OF OCTOBER, A.D. 2006, AT
9:12 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE
NEW CASTLE COUNTY RECORDER OF DEEDS.
3212374 8100
060963642
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5131795
DATE: 10-20-06

Delaware PAGE 1
2fce First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THAT THE SAID "CNLR GP CORP.", FILED
A CERTIFICATE OF AMENDMENT, CHANGING ITS NAME TO "NNN GP CORP.",
THE TWENTIETH DAY OF OCTOBER, A.D. 2006, AT 9:12 O'CLOCK A.M.
3212374 8320
060964619
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5132106
DATE: 10-20-06

Delaware PAGE 1
2fie First State
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "NNN GP CORP." IS DULY INCORPORATED
UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING
AND HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE TWENTIETH DAY OF OCTOBER, A.D. 2006.
AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES
HAVE BEEN PAID TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE
BEEN FILED TO DATE.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "NNN GP CORP."
WAS INCORPORATED ON THE FOURTEENTH DAY OF APRIL, A.D. 2000.
3212374 8300
060963642
WG.n.n.,a..L 7/�.c.�
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 5131796
DATE: 10-20-06

AGREEMENT OF LIMITED PARTNERSHIP
OF
COMMERCIAL NET LEASE REALTY, LP
THIS AGREEMENT OF LIMITED PARTNERSHIP (this "Agreement') is made and
entered into effective as of the //" day of January, 2005, by and among CNLR GP Corp. as the
general partner of the Partnership (hereinafter referred to as the "General Partner") and CNLR
LP Corp., as the limited partner (hereinafter referred to as the "Limited Partner"). The General
Partner and the Limited Partner are hereinafter sometimes collectively referred to as the
"Partners."
The parties hereto desire to join together and form a limited partnership under and
pursuant to Title 6, Chapter 17 of the Annotated Code of Delaware, known as the Delaware
Revised Uniform Limited Partnership Act (hereinafter referred to as the "Act'), and other
relevant laws of the State of Delaware, for the purposes and upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises set forth
herein, and of other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:
1. Formation and Name of the Partnership The parties to this Agreement hereby form a
limited partnership (hereinafter referred to as the "Partnership") upon the terms, covenants and
conditions hereinafter set forth. The name of the Partnership shall be Commercial Net Lease
Realty, LP.
2. Principal Office and Registered A ent. The principal office and place of business of
the Partnership shall be 450 South Orange Avenue, Suite 900, Orlando, Florida 32801-3336 or
such other place as the General Partner from time to time may determine. The registered agent
of the Partnership is The Corporation Trust Company, whose business address is 1209 Orange
Street, Delaware 19801.
3. Name and Address of the Partners The name, address and percentage of interest in
the Partnership ("Percentage of Partnership Interest') of each Partner is set forth in Exhibit A
attached hereto and made a part hereof.
4. Certificate of Limited Partnership. Concurrently with the execution hereof, the
General Partner shall execute a Certificate of Limited Partnership (the "Certificate") containing
the provisions required by the Act and such other provisions as the General Partner deems
appropriate, and shall cause the Certificate to be duly filed of record in the manner and place
provided in the Act.
5. Term of the Partnership. The term of the Partnership shall commence as of the date
that the Certificate is filed of record with the Delaware Secretary of State and shall continue in
existence in perpetuity, unless the Partnership is terminated sooner pursuant to any provision of
this Agreement.
,50ARrad f'd(e(o5

6. Business of the Partnership.
The purpose and nature of the Partnership is to conduct any business, enterprise or activity
permitted by or under the Act, including without limitation, as may be determined by the General
Partner, (a) to conduct any business that may be lawfully conducted by a limited partnership
organized pursuant to the Act, including without limitation, the ownership, construction,
development and operation of rental real estate properties, and in connection therewith to sell or
otherwise dispose of Partnership assets and acquire, own, construct, develop and operate rental real
estate properties with the proceeds from any such sale or disposition, (b) to enter into any
partnership, joint venture, business trust arrangement, limited liability company or other similar
arrangement to engage in any business permitted by or under the Act, and to own interests in any
entity engaged in any business permitted by or under the Act, (c) to conduct the business of the
Partnership in a manner as part of, and in conjunction with, the business activities and in furtherance
of the business purposes of Commercial Net Lease Realty, Inc., and (d) anything necessary or
incidental to the foregoing; provided, however, such business and arrangements and interests shall
be limited to and conducted in such a manner as to permit Commercial Net Lease Realty, Inc at all
times to be classified as a REIT, unless Commercial Net Lease Realty,,Inc. voluntarily, knowingly
and intentionally terminates its REIT status by the action of its governing body.
7. Capital Contributions.
(a) Each Partner shall contribute to the Partnership the amount set forth on Exhibit A
attached hereto.
(b) The General Partner shall arrange for the provision of such additional funds as the
General Partner deems necessary or advisable for the Partnership business. Such additional
funds may be in the form of a loan or loans to the Partnership from a General or Limited Partner
or from any other person or entity, a capital contribution from an existing or additional General
or Limited Partner, or otherwise; provided that, no General or Limited Partner shall be required
to make any additional capital contribution or loan to the Partnership.
(c) A capital account (which shall be a book account) shall be established and
maintained for each Partner in a manner determined by the General Partner to be in compliance
with Treasury Regulation section 1.704-1(b)(2)(iv), as amended. Loans to the Partnership by
any Partner shall not be considered contributions to the capital of the Partnership. No Partner
shall be entitled to withdraw any part of its capital account or capital contributions or to receive
any distribution from the Partnership, except as provided in this Agreement.
8. Admission of Additional Partners. No additional General or Limited Partner may be
admitted to the Partnership without the prior written consent of all the Partners. Each additional
partner shall, upon its admission as a partner, execute a signature page to this Agreement and
shall thereby be deemed to have adopted and agreed to be bound by all of the terms, provisions,
and conditions of this Agreement
9. Accounting Matters and Tax Information. The General Partner shall keep or cause to
be kept full and faithful books of account reflecting all of the Partnership's activities and
-2-

transactions. Said books of account shall be maintained at the principal place of business of the
Partnership Said books of account shall be available for inspection and the making of copies
therefrom by any Limited Partner, or its representatives, at any reasonable time. The Partnership
shall use the calendar year as its fiscal year, unless otherwise determined by the General Partner.
The General Partner shall cause to be issued to each Partner any and all statements reasonably
necessary for such Partner to prepare its federal and state income tax returns with respect to the
income of the Partnership.
10. Mana eg ment.
(a) Subject to the provisions of subparagraphs 10(b) and (c), the General Partner shall
have exclusive charge and control over the management and operation of the business and
property of the Partnership. The General Partner shall have all powers necessary to operate and
conduct the Partnership business and to act on behalf of the Partnership in all matters relating to
the Partnership business, including, without limitation, the power to lease, renovate, mortgage or
otherwise encumber, exchange, sell or otherwise dispose of or transfer the assets of the
Partnership.
(b) The General Partner may not, without the consent of all Partners, take any of the
following actions:
(I) amend, modify or terminate this Agreement;
(2) admit a Person as a Partner;
(3) make a general assignment for the benefit of creditors or appoint or
acquiesce in the appointment of a custodian, receiver or trustee for all or
any part of the assets of the Partnership;
(4) institute any proceeding for Bankruptcy on behalf of the Partnership;
(5) sell, exchange, transfer or otherwise dispose of all or substantially all of
the Partnership's assets in a single transaction or a series of related
transactions (including by way of merger, consolidation or other
combination with any other Person);
(6) engage in any business unrelated to the Properties, or own any assets other
than those related to the Properties or otherwise in furtherance of the
purposes of the Partnership as set forth in paragraph 6; or
(7) dissolve the Partnership.
(c) The General Partner shall not have the authority to:
(1) take any action in contravention of this Agreement or which would make
it impossible to carry on the ordinary business of the Partnership;
- 3 -

(2) possess Partnership property, or assign any rights in specific Partnership
property, for other than a Partnership purpose;
(3) do any act in contravention of applicable law; or
(4) perform any act that would subject a Limited Partner to liability as a
general partner in any jurisdiction or any other liability except as provided
herein or under the Act.
(d) The General Partner shall be the Tax Matters Partner of the Partnership as
provided in section 6231 of the Code. The Partnership shall reimburse the Tax Matters Partner
for any expenses incurred by the Tax Matters Partner in connection with the performance of its
duties as Tax Matters Partner. The General Partner shall have the power to make such elections
under the tax laws of the United States, the several states and other relevant jurisdictions as to the
treatment of items of Partnership income, gain, loss, deduction and credit, and to all other
relevant matters, as it deems necessary or desirable.
(e) To the fullest extent permitted by law, the Partnership shall indemnify the General
Partner, and save and hold the General Partner harmless from and in respect of (i) all claims,
actions, demands or threats thereof, against the Partnership or the General Partner which arise
out of, or in any way relate to, the Partnership, its properties, business or affairs, and any losses
or damages resulting therefrom, including amounts paid in settlement or compromise of any such
claim, action, demand or threat thereof, and (ii) all fees, costs, and expenses, including
reasonable attorneys' fees, incurred in connection with, or resulting from, any such claim, action,
demand or threat thereof; provided, however, that this indemnification shall not extend to acts of
fraud, willful misconduct or misrepresentation with respect to the General Partner. No Partner
shall have any obligation to contribute to the capital of the Partnership or otherwise provide
funds to enable the Partnership to fund its obligations under this subparagraph 10(f).
11. Reimbursement of Expenses. Any Partner who incurs out-of-pocket expenses on
behalf of the Partnership in connection with the Partnership business shall be reimbursed by the
Partnership for such expenses.
12. Authority and Liability of the Limited Partner.
(a) The Limited Partner as such shall not take part in the conduct or control of the
Partnership's business.
(b) The liability of the Limited Partner for the debts and obligations of the
Partnership shall be limited to the amount of the Limited Partner's capital contribution to the
Partnership as stated in Exhibit A.
(c) The Limited Partner shall not, in its capacity as a limited partner, have the right to
(i) cause a dissolution and winding up of the Partnership by decree of court, (ii) have its capital
contributions returned, or (iii) compel any sale or appraisal of the Partnership assets.
13. Dissolution or Bankruptcy of a Limited Partner. The dissolution or adjudication of
bankruptcy of the Limited Partner shall not cause a dissolution of the Partnership. If any such
-4-

event shall occur with respect to the Limited Partner, the legal representative, successors or
assigns of the Limited Partner shall be bound by all obligations of the Limited Partner under this
Agreement.
14. Assignment of a Partner's Interest. Except with the consent of the General Partner, no
Partner may sell, exchange, transfer, assign, encumber, pledge, hypothecate or otherwise dispose
of all or any portion of his or its partnership interest. Any purported transfer of a partnership
interest shall be null and void.
15. Election of New General Partner.
(a) Upon the dissolution of the General Partner, or in the event that the General
Partner shall (i) make a general assignment for the benefit of creditors, (ii) be adjudicated a
bankrupt or insolvent, or (iii) file a voluntary petition in bankruptcy, or in the event there is an
order for relief entered against the General Partner under the Federal Bankruptcy Code of 1978,
as amended (or a similar order under a successor statute), the Partnership shall dissolve unless,
within ninety (90) days after any such occurrence, the Limited Partner elects a new general
partner (or general partners) and such new general partner agrees in writing to be bound by all of
the terms, provisions, and conditions of this Agreement. The written consent of the Limited
Partner, as owner of all of the remaining Partnership interests, shall be required to elect a new
general partner and the new general partner shall have, as its general Partnership interest, such
percentage interest as the Limited Partner may determine. The Certificate and Exhibit A hereto
shall be duly amended to reflect such election of the new general partner.
(b) Upon the occurrence of any of the events set forth in subparagraph (a) above, the
General Partner with respect to whom such event has occurred shall forthwith cease to have any
rights or powers as a general partner pursuant to this Agreement, and its general Partnership
interest (including all rights to allocation of net profits, net losses, gain, Net Cash Flow and
liquidation proceeds associated therewith) shall be transformed into a limited Partnership
interest.
16. Profits and Losses.
(a) The terms "net profits" and "net losses" of the Partnership shall mean the net
income or net losses of the Partnership as determined for Federal income tax reporting purposes.
(b) The net profits and net losses of the Partnership for each fiscal year shall be
allocated among the Partners in proportion to their respective Percentages of Partnership Interest.
(c) Notwithstanding anything to the contrary contained in this paragraph 16, the
Partnership shall comply with Treasury Regulation section 1.704-2, as amended, with respect to
the allocation of deductions and the chargeback of minimum gain on nonrecourse debts of the
Partnership.
(d) Notwithstanding anything to the contrary contained in this paragraph 16, no
Partner shall be allocated a net loss which would cause or increase a deficit balance in its capital
account in excess of any obligation of such Partner to restore deficits (as defined in Treas. Reg.
section 1.704-1(b)(2)(ii)(c), as amended). If any Partner shall receive with respect to the
- 5 -

Partnership an adjustment, allocation or distribution in the nature described in Treasury
Regulation section 1.704- 1 (b)(2)(ii)(d)(4)-(6), as amended, which causes or increases a deficit in
such Partner's capital account, such Partner shall be allocated items of income and gain in an
amount and manner as will eliminate such deficit balance as quickly as possible. It is intended
that this subparagraph 16(d) shall constitute a "qualified income offset" within the meaning of
Treasury Regulation section 1.704- 1 (b)(2)(ii)(d)(3), as amended.
(e) Any allocations required pursuant to subparagraph 16(d) above shall be taken into
account in allocating net profits and net losses pursuant to subparagraph 16(b) above, so that, to
the extent possible, the cumulative amount of such allocations shall be equal to the cumulative
amount that would have been allocated to each Partner if the allocations pursuant to
subparagraph 16(d) above had not occurred.
(0 Notwithstanding anything to the contrary contained in this paragraph 16, any
portion of any income, gain, loss or deduction with respect to property contributed to the
Partnership by a Partner shall be allocated among the Partners in accordance with Code section
704(c) and Treasury Regulation section 1 704-1(c), as amended, so as to take account of the
variation, if any, between the adjusted tax basis of such property to the Partnership and its fair
market value at the time of the contribution, provided, however, that allocations to Partners
under this subparagraph 16(f) shall not affect a Partner's capital account to the extent such
amounts have previously been reflected in such capital account.
17. Distribution of Net Cash Flow.
(a) The General Partner shall cause to be made to the Partners, in accordance with
subparagraph (c) below, annual distributions of the Partnership's Net Cash Flow, except such
portion of the Net Cash Flow as the General Partner may determine to be necessary to be
retained in the Partnership business; provided, however, that in the event of dissolution, all
distributions shall be made pursuant to subparagraph 18(b) below.
(b) For purposes of this Agreement, "Net Cash Flow" shall be computed on an annual
basis with respect to each fiscal year of the Partnership and shall mean the excess, if any, for
such period of all gross cash receipts of the Partnership (including operating receipts, financing
proceeds, proceeds from the sale or other disposition of all or any portion of the Partnership
assets, and the amount of any reserves previously set aside pursuant to subparagraph (a) above
which are deemed by the General Partner to be available for distribution) over the sum of all
cash expenses and charges of the Partnership for such period, including required payments on
any indebtedness of the Partnership (including indebtedness to Partners), payment of expenses
incurred in connection with any financing transaction or any sale or other disposition of all or
any portion of the Partnership assets, and payment of any other business expense, including
salaries expense, incurred in operating the Partnership business.
(c) All distributions of Net Cash Flow pursuant to this paragraph 19 shall be made to
the Partners in the same proportion as their respective Percentages of Partnership Interest.
WE

18 Dissolution and Winding Up of the Partnership.
(a) The Partnership shall dissolve and be wound up upon the occurrence of any of the
following events:
(i) The expiration of the term of the Partnership.
(ii) The sale or other disposition of all or substantially all of the assets of the
Partnership.
(iii) The occurrence of any event set forth in subparagraph 15(a) above unless
the Partnership is continued as provided in subparagraph 15(a) above.
(iv) All of the Partners shall elect in writing to dissolve the Partnership.
(b) Upon the occurrence of any of the events described in subparagraph (a) above, the
General Partner, or such other person as may be authorized by law, shall, as soon as practicable,
wind up the affairs of the Partnership and sell and/or distribute the assets of the Partnership. The
assets of the Partnership shall be used and/or distributed as follows:
(i) First, to pay liabilities to creditors of the Partnership, in the order of
priority as provided by law, except liabilities to Partners on account of their capital
contributions;
(ii) Second, after allocations of net profits and net losses have been made
pursuant to paragraph 16 above, to pay to the Partners the amounts of the remaining
positive balances in their capital accounts (determined as of the date of such distribution);
and
(iii) Thereafter, to pay any balance remaining to the Partners in proportion to
their respective Percentages of Partnership Interest.
(c) The Partnership shall terminate when all assets of the Partnership have been sold
and/or distributed and all affairs of the Partnership have been wound up.
19. Notices. Any notices required or permitted to be given pursuant to this Agreement
shall be deemed given when actually delivered or when received after being mailed by prepaid
certified or registered mail, sent by overnight courier or given by prepaid telegram, telex or
cablegram addressed to the recipient at his address indicated on Exhibit A attached hereto. Such
addresses may be changed by a written notice given in the manner provided in this paragraph 19.
20. Title to Partnership Property. Legal title to Partnership property shall at all times be
held by and in the name of the Partnership.
21. Binding Nature of Agreement. The provisions of this Agreement shall be binding
upon the executors, administrators, legal representatives, heirs, successors and assigns of the
parties hereto.
7-

22. General Provisions.
(a) This Agreement may be executed in counterparts, each one of which shall be
deemed an original and all the counterparts together shall constitute one and the same
Agreement.
(b) The headings and captions herein are inserted solely for the purpose of
convenience of reference and are not a part of and are not intended to govern, limit or aid in the
construction of any term or provision hereof.
(c) If any term or provision of this Agreement or the application thereof to any person
or circumstance shall to any extent be invalid or unenforceable, the remainder hereof and the
application of such term or provision to persons or circumstances other than those to which it is
held invalid or unenforceable shall not be affected thereby.
(d) This Agreement and the rights and obligations of the parties hereto shall be
governed by and construed in accordance with the laws of the State of Delaware.
(e) Unless named in this Agreement, or unless admitted to the Partnership as a new or
substituted General Partner or an additional Limited Partner, as provided in this Agreement, no
person shall be considered a Partner. The Partnership and General Partner need deal only with
persons so named or admitted as Partners, provided, however, that any distribution by the
Partnership to a person shown on the Partnership records as a Partner or to its legal
representatives, or to the assignee of the right to receive Partnership distributions as herein
provided, shall acquit the Partnership and the General Partner of all liability to any other person
who may be interested in such distribution by reason of any other assignment by the Partner or
by reason of its dissolution, bankruptcy, or for any other reason.
(I) When the context in which words are used in this Agreement indicates that such is
the intent, words in the singular number shall include the plural and vice versa, and the
masculine shall include the feminine and the neutral, and vice versa.
(g) This Agreement may be amended from time to time by an instrument in writing
signed by all of the Partners.
[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
GENERAL PARTNER:
CNLR GP CORP
By: /� 12. /htt
Name: Kevin B. Habicht
Title: Executive Vice President
LIMITED PARTNER:
CNLR LP CORP.
By: /L ✓1. /k4-t
Name: Kevin B. Habicht
Title: Executive Vice President

EXHIBIT A
Percentage of
Partnership
Name and Address Capital Contribution Interest
General Partner:
CNLR GP Corp. $10.00 1 %
450 South Orange Avenue
Suite 900
Orlando, Florida 32801-3336
Limited Partner.
CNLR LP Corp. $990.00 99%
450 South Orange Avenue
Suite 900
Orlando, Florida 32801-3336
A-1

Johnson, Kell
From: Warf, Laura [LauraWarf@dwt com]
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 Cart - 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).
The executive vice president of the corporation, NNN GP Corp , which is the general partner for National Retail
Properties, LP, signed the Stormwater Permit transfer applications for National Retail Properties, LP
Thanksl
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Frflh Avenue, Suite 2400 1 Portland, OR 97201
Tel [phone] Fax [phone]
Email laurawarfOidwt com I Website w dm com
Bio vvww dwt com/people/laurawarf
Anchor a Bellevue I Los Angeles I New York I Portland I San Francisco I Seattle I Shanghai 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
Laura,
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 [mailto: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] I Fax [phone]
Email laurawarr(cDom corn I Websde www dvd com
Bio w dwi com/people/laurawarf
Anchorage I Bellevue I Los Aigeles I New York I Potand I San Francisco I Seattle I Shanghai I Washington D C
From: Johnson, Kelly(mailto:kelly.p.lohnson(abncdenr.gov]
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 INC
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:LauraWarf(a)dwt.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 Tremame LLP
1300 SW Fifth Avenue, Suite 2400 1 Portland OR 97201
Tel [phone] Fax [phone]
Email laurawarfpdvA com I Website www dwl com
Bio w dwt comloeooietlaurawarf
Anchorage I Bellevue I Los Angeles I New York I Portland I San Francisco I Seattle I Shanghai I Washington, D C
From: Johnson, Kelly [mailto:kelly.p.johnson(o)ncdenr.gov]
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 offste 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 [mailto:Lau raWarf(cbdwt.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 uues�: 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] I Fax [phone]
Email laurawartnp.dwt com I Websrte www dwt com
Bio w dwl com/people/laurawarf
Anchorage I Bellevue I Los Angeles I New York I Podland I San Francisw I Seattle I Shanghai I Washington D C
From: Johnson, Kelly[mailto:[e-mail]]
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, LLC. 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:
Correction to SW8 130619, Taco Bell Hampstead?
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

Select Fadlity'
_
-- - fFar�ury Name _ -- - -
✓ ,F&m1R '
, - -- •Owners---- --
Co-0rmedLessee'
�
aeo BaN F,utton.stad
,
Rsm Fbods`i1C
Taco Boll Ham tead
Real foods LLC
�
'Taco
Bell Shallo¢e
FamPf Foods'mc
,
Taco Sep Sneads Ferry
R & S UaMews Propetlies LLC
Taco Bell Breads Fear Prvale Pump Station
R & S MaMews Pro erGes LLC
° o
aco Bell S%M Monkey !union
R & S MaMews Proroes LL
Taco Bell Swansbero
R & S MaMews Proroes LLC
plams Cleaners/Taco Bell@ Monkey Junction Public Sewer
I
lCapeFear Public UdlltyAuthodtf
II
,
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
KeUj0hltis0lti
Kelly Johnson
Environmental Engineer
NC Division of Energy, Mineral and Land Resources
Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Office: 910.796.7331
IfEi�:FbJ[ i.�r7Pi�I�P

EXECUTION COPY
AGREEMENT FOR THE PURCHASE AND SALE OF ASSETS
This Agreement for the Purchase and Sale of Assets (this "Agreement") is made and
entered into this 17th day of March, 2014 (the "Effective Date") by and among Bell American
Group LLC, a Delaware limited liability company ("Parent"), Bell Carolina LLC, a Delaware
limited liability company (the "Buyer"), Family Foods, Inc., a North Carolina corporation, Taco
Properties, Inc., a North Carolina corporation, RSM Foods, LLC, a North Carolina limited
liability company, Sharon Matthews Living Trust dated 3/17/93, a trust established under the
laws of North Carolina, and R & S Matthews Properties, LLC, a North Carolina limited liability
company (collectively the "Seller") and the shareholders of Seller listed on the signature page
hereto (the "Shareholders").
RECITALS
WHEREAS, Seller is in the business (the "Business") of owning and operating Taco Bell
and Taco Bell/Long John Silver's franchised restaurants, including the thirty-one (3 1) franchised
restaurants in the State of North Carolina identified on Exhibit A attached hereto under the
headings "Fee Site Restaurants" and "Leased Restaurants" (collectively, the "Restaurants");
WHEREAS, of the thirty-one (3 1) Restaurants, three (3) are at locations leased by Family
Foods, Inc., one (1) is at a location leased by R&S Matthews Properties, Inc., one (1) is at a
location owned by Sharon Matthews Living Trust dated 3/17/93, thirteen (13) are at locations
owned by Taco Properties, Inc., ten (10) are at locations owned by R&S Matthews Properties,
LLC, and three (3) are at locations owned by RSM Foods, LLC;
WHEREAS, Seller has purchased and is developing the Fee Site located at 650 W.
Corbett Ave., Swansboro, North Carolina (the "Corbett Relocation Site") at its sole cost to
replace the Restaurant located at 674 W. Corbett Ave., Swansboro, North Carolina (Unit
#19349) (the "Corbett Leased Site");
WHEREAS, Seller has entered into a Lease for the real property located at 305 S. Poplar
Road, Elizabethtown, North Carolina (the "Elizabethtown Location"), and has entered into a
contract to acquire the real property (the "Murrayville Contract") located at N. College Rd.,
Murrayville, North Carolina (the "Murra)rville Location"; the Murrayville Location and the
Elizabethtown Location are each referred to herein as a "Site In Development" and collectively,
the "Sites In Development");
WHEREAS, R&S Matthews Properties, LLC owns the corporate office space located at
609 Executive Place, Fayetteville, North Carolina (the "Office Lease Site") and leases the Office
Lease Site to Family Foods, Inc. under the terms of the Lease for the Office Lease Site identified
on Exhibit A hereto under the heading "Leased Office Site" (the "Office Lease").
WHEREAS, Family Foods, Inc. leases the training facility and the warehouse space
located at 10191 Ramsey St., Linden, North Carolina (the "Warehouse") under the terms of the
Lease for the Warehouse identified on Exhibit A hereto under the heading "Leased Warehouse"
(the "Warehouse Lease");
D WT 23439627v 12 0096812-000013

EXHIBIT A
REAL PROPERTY
REAL PROPERTY
_el
_4 -£ : ,EL ,
�i`,$.��..�;k�".',N.w•`�:-�':�-`Y!e�7�=-d,l.`'.'�e�,in-;e."Fs-i�»-',�'�+fi�'�"r'us!°ii3'C.tuq'"':"w"�'":'%V3 _�f `:xtia._°`8'.�.,'_I `�'^.';yy:�'.J•.:k.. 7t. ;S�kU
-. �r..:..�.•y.-:h:"};�*. ,u,` -, „nFEE SITE:RESTAUR:4NT5,;-Y,..�n,. - ,,x• -.' --_ --v.r
1 1 ! kF``
J:i�
Z $1^ .. �w.^e'r'� ;Y +Sii'�:.i.+kk'�`' x iYi: T'7f`x•.a 'i _",k,a �
3�
r::?\UN[T. �,
NO
�f5.t:,,,..1•.3x
=�-"r;-'.:�' _;;: ,� ;„.• 'n'+�-tj,='-+r-;,;rt.,z
:;,?:,•'..,._ ^;:;= Y.'�
; 3� FEE.OWNER,,ri r-.*:
i
- :-_,fi;':.r:v:.r..;.k:cu' `_
s'ACQUISIT,ION DATE,
{ s
w ^.3'#'y^yam'?+fY C`' _�9Y.`Ye:\ff., J�, may}[, uSr.,,j.�'(fL".tkrli.+•�
~W^i�s,i
.�".AY'.r i�4�; _'ee: yep C'i'i.,b'r.+Fa.-..^":,b\'".h%'�t.1�Gtb'�''�uY""�ici,�
}.�"-1tl�xN
•f 4'✓1-a .y.4
_�.. ("vs�' 'S];,- Y"+r..tRl T:.Z
_
.X.YY,yi,,,,((
�.py}J_.r*- -
SH1_.'a'_k...t�'�_ •�f .alGG.�
18.
9024682
942 East Third St , Pembroke, NC 28372
R&S Matthews Properties
February 13, 2008
19
4024683
1058 W. Broad St , St Pauls, NC 28384
Taco Properties
November 19, 2007
20
#026238
116 N. 4th Street, Spring Lake, NC 28390
R&S Matthews Properties
December 18, 2006
21
#026845
1712 S. JK Powell Blvd, Whlteville, NC 28472
R&S Matthews Properties
June 29, 2009
`22.;
#0271,15,
'4461'.MainSt Sfiallotte,NC,2847,0'
R&S'MatthewsProperties
0 tobe-`r`l.,'20M
123:4
,-4028406,
,97tV,illage}Dr ,,Hblly Ridg6; NC'28445
R&S Matthews Properties
July.23, 2012'(Lot,l ),
July 25, 2012;(Lot 2)
{24
t#029329;
y650W.Co�_l eiiA3enue:; Swansboro; NC`
iR&S:Matthews'Properties
Oct6liar,3,`2012
'28584'-
This' Fee Siie'for Unit'#029329 will offset the
liease;Site Unrt' #019349 located at 6744 W.
Corbett Ave , Swansboro,.NC 28584 in
accordance�wnh the Purchase Agreement
-25it
#029330
4422'S. 17th St', Wilmington, NC 28412
RSM `Foods; LLC,-'a North'
Transferred' to R&S?
Carolina limited liability
Matthews onSeptemberl7;
company ("RSM Foods")
2012 arid.to RSM Foods:on,
'June 28;-2-
26>-
#029347
z5972`Carolifia _ eaclf-R_B Wilmir gton NCf
R&S IGlatthews'1?roperties-
OctoberSl9; 2012
28412)
f27-
#0294601
:1,7200?US Hwy:1.7;fHaf 1pstead NC�28443'
RSM-Foods`
June 4; 2013,
28
#029467
2055 Gum Branch Road, Jacksonville, NC
RSM Foods
May 21, 2013
28540
29
T
2600 N College Rd, Wilmington, NC 28412
N/A N/A
"Indicates a Co -Branded Taco Bell / Long John Silver's Restaurant
D WT 23979936v5 0096812-000013

ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Agreement') is made this 17th day of
March, 2014 (the "Effective Date") by and between BELL CAROLINA LLC, a Delaware
limited liability company, having a mailing address at 225 Bush Street, Suite 1800, San
Francisco, California 94104 ("BELL C"), and NATIONAL RETAIL PROPERTIES, LP, a
Delaware limited partnership, having a mailing address at 450 South Orange Avenue, Suite 900,
Orlando, Florida 32801, or its assigns ("NNN").
WITNESSET H:
WHEREAS, FAMILY FOODS, INC., a North Carolina corporation, TACO
PROPERTIES, INC., a North Carolina corporation, RSM FOODS, LLC, a North Carolina
limited liability company, SHARON MATTHEWS LIVING TRUST dated 3/17/93, a Trust
established under the laws of North Carolina and R&S MATTHEWS PROPERTIES, LLC, a
North Carolina limited liability company (collectively, the "Seller"), as seller, and BELL C, as
buyer, entered into that certain Agreement for the Purchase and Sale of Assets dated March 17,
2014, attached hereto as Exhibit "A" (the "Contract'), for the purchase of certain assets and
real property more particularly described in the Contract, including those twenty-eight (28)
parcels of real property and the improvements thereon being operated as Taco Bell or co -branded
Taco Bell restaurants more particularly described on Exhibit "B" (individually a "Property"
and collectively the "Properties"); and
WHEREAS, BELL C wishes to assign and NNN wishes to assume the right to purchase
the Properties as set forth in the Contract under the terms and conditions hereinafter stated.
NOW, THEREFORE, in consideration of the above and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
Incorporation of Recitals. The Recitals to this Agreement are hereby incorporated into
and made a part of this Agreement.
2. Purchase Price. At Closing (as hereinafter defined) NNN shall pay the purchase price
under the Contract for the Properties, which is currently
which purchase price is comprised of the individual
purchase prices more particularly set forth on Exhibit "D". NNN shall have the right to
reallocate the Purchase Price amongst each Property during the Inspection Period so long
as the total Purchase Price remains unchanged and provided that BELL C approves such
reallocation, such approval not to be unreasonably withheld or delayed by BELL C.
Upon said reallocation NNN shall notify BELL C of the reallocated Purchase Price.
3. Earnest Money Deposit. Not later than four (4) days following the date on which NNN
shall receive a counterpart of this Agreement fully executed by NNN and BELL C, NNN
shall deposit with First American Title Insurance Company located at 201 S. College St,
Suite 1500, Charlotte, North Carolina 28244 (the "Escrow Agent' and/or "Title
Company") an earnest money deposit in the amount of FIVE HUNDRED THOUSAND
DWT 23609972v5 0096812-000015

EXHIBIT "B"
LIST OF PROPERTIES
;UNIT;''
•
ADDRESS
+., .. „� .�_:.
+ FEE OWNER ; "'""ACQUISITION
<..x-,.;t-.y�,a.«a%,�_.x-.<..�--s�
DATEta `
s *"ln
��j�� i').s
_ .
�' - '
:�.' - 14�ry.f,}
>'Ai.:i .. :4.'.,'.:r- -• rySI •}.L'y�t
1 �
'ti. d"-,i
t x�lfwn f'gRq;,
.'..1•` ]
t. Y � '5t '."4.1-fi'4 , iK f' ..V
'n �.:-.�y��':s
;.�SC,Vywl
t'' , -, t. . r i
19.
#024683
1058 W Broad St , St Pauls, NC 28384
Taco Properties
November 19, 2007
20.
#026238
116 N 4th Street, Spring Lake, NC 28390
R&S Matthews Properties
December 18, 2006
21.
#026845
1712 S. JK Powell Blvd, Whiteville, NC 28472
R&S Matthews Properties
June 29, 2009
(22 1;#027115;
`,44g-Mairi St:;,Shallotte, NC-28470
;R&S;Mattfiews,Propert-es°
October`rl'; 2010;
'#028406-
97§Villager Dr:,,--Holly,Ridge; NC�28445'
'R&S=M&thews" Properties
`July230'2012 (L60)'
iJuly 25 2012•(L•ot 2)'
f244
,#029329�
650W.,C6rbewAv6nue.;Swansboro,-NC'
R&S,Matthew"s Properties
October,3,:2012
28584'
= 52
-#029330'
'4,422,S:'17th St.,.Wilmington, NC'28412
'RSM Fo6ds,,CLC, allorth
7ransferied.tq;R&S,
Carolina'limited liability
Matthews on September,
company.
company.("RSMFood's:')
-2012`arid to•RSM Foods n
on'
June 28,2013
}26:?
-#029347,
15972-Carolima%Beach Rd,`-Wil_mmgton, NC
R&S Matthews Properties,
Oct6ber-19,.2012'
-28412',
,27a
.#029460
1,72001US Hwy+b7; Hampstead; NC 28443
RSM,Food`s
Jule 4;.2013
28.
#029467
2055 Gum Branch Road, Jacksonville, NC
RSM Foods
May 21, 2013
28540
D WT 23609972A 0096812-000015

LEASE AGREEMENT
THIS LEASE AGREEMENT (the "Lease") Is made and entered Into effective as of the
day of 2014, by and NATIONAL RETAIL PROPERTIES, LP, a Delaware limited
partnership (the "Landlord") and BELL CAROLINA LLC a Delaware limited liability company (the
"Tenant"),
WITNESSETH:
WHEREAS, Landlord is the owner of fee simple title to certain real property located In the City
of , County of State of North Carolina and described in
Exhibit A attached hereto (the "Land") upon which a building has been constructed, together with related
site Improvements (the "Improvements"); the Land and the Improvements, together with all licenses,
rights, privileges and easements appurtenant thereto, including, but not limited to
("Easements"), shall be collectively referred to herein as the
"Premises"), and
WHEREAS, Tenant desires to lease from Landlord, and Landlord has agreed to lease to Tenant,
all of the Premises upon the terms and conditions as more particularly hereinafter provided and described,
NOW, THEREFORE, for and In consideration of the premises hereof, the sums of money to be
paid hereunder, and the mutual and reciprocal obligations undertaken herein, the parties hereto do hereby
covenant, stipulate and agree as follows:
ARTICLE 1
AGREEMENT TO LEASE
Section 1.1 Demise. Landlord does hereby demise, let and lease unto Tenant, and Tenant
does hereby hire, lease and take as Tenant from Landlord the entire Premises, upon those terms and
conditions hereinafter set forth.
Section 1.2 Condition. Tenant acknowledges and agrees that the Premises is and shall be
leased by Landlord to Tenant in its present "AS IS" and "WHERE IS" condition, with all faults and any
and all latent and patent defects, and without any representation or warranty whatsoever as to (a) fitness
for any particular purpose, (b) merchantability, (c) design, (d) quality, (e) condition, (f) operation or
income, (g) compliance with drawings or specifications, (h) absence of defects, (I) absence of hazardous
or toxic substances, 0) absence of faults, (k) flooding, or (1) compliance with laws and regulations,
including, without limitation, those relating to health, safety and the environment. Tenant acknowledges
that Tenant shall be solely responsible for any and all actions, repairs, permits, approvals and costs
required for the rehabilitation, renovation, use, occupancy and operation of the Premises in accordance
with applicable governmental requirements, including, without limitation, all governmental charges and
fees, if any, which may be due or payable to applicable authorities. Tenant agrees that, by leasing the
Premises, Tenant warrants and represents that Tenant has examined and approved all things concerning
the Premises which Tenant deems material to Tenant's leasing and use of the Premises, including without
limitation, the physical, environmental, economic use, compliance and legal condition of the Premises
Tenant further acknowledges and agrees that (a) neither Landlord nor any agent of Landlord has made
any representation or warranty, express or implied, concerning the Premises or which have induced
Tenant to execute this Lease except as contained in this Lease, and (b) any other representations and
warranties are expressly disclaimed by Landlord. The provisions of this Section 1.2 have been
Store Name/#
DWT 23609972v5 0096812-000015

EXHIBIT A
REAL PROPERTY
�� Y'F.Ifs .#,. •, N
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942 East Thud St, Pembroke, NC 28372
R&S Matthews Properties
February 13, 2008
19
#024683
1058 W Broad St, St Pauls, NC 28384
Taco Properties
November 19, 2007
20
#026238
116 N. 4th Street, Spring Lake, NC 28390
R&S Matthews Properties
December 18, 2006
21
#026845
1712 S. JK Powell Blvd, Whiteville, NC 28472
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June 29, 2009
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Jd1y,23,"2012 (L'o't 1)'�
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October 3; 2012
-28584
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,L6ase Sit"e•Unit,#019349,locai6d�at 674 W'
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accordance with the'Purchase Agreemerib
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c mpany',(`RSMv F66&')
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June 28;,2013,'
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,R&SIviatthew's_Properties
October 19, 2012�
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#029467
2055 Gum Branch Road, Jacksonville, NC
RSM Foods
May 21, 2013
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29
N/A
2600 N College Rd, Wilmington, NC 28412
N/A N/A
*Indicates a Co -Branded Taco Bell / Long John Silver's Restaurant
DWT 23979936v5 0096812-000013

Kell
From:
Johnson, Kelly
Sent.
Wednesday, June 25, 2014 11 04 AM
To:
'Wart, 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 [mailto:[e-mail]]
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 laurawarf(?dwl com I Website v~ dvd com
Bio www dwl com/people/laurawarf
Anchorage I Bellevue I Los Angeles I New York I Podiand I San Fmnasw I Seattle I Shanghai I Washington, D C
From: Johnson, Kelly [mailto•kelly p.tohnson(cbncdenr.gov]
Sent: Wednesday, June 25, 2014 7:36 AM
To: Warf, Laura
Cc: Danielle, Noralyn
Subjea: 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:LauraWarf(&dwt.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 I Portland, OR 97201
Tel [phone] Fax [phone]
Email laurawarf(cD&A com I Website www dwt com
Bio www dwt com/people4aurawarf
Anchorage Bellevue J Los Angeles I New York I Portland I San Francisco I Seattle I Shanghai Washington D C
From: Johnson, Kelly[ma iIto: kellyp.iohnson(cbncdenr.gov]
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 [mailto:LauraWarfC&dwt.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
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.
The permit for Store No. 29460, 17200 US Hwy 17, Hampstead should include the permit number SW8 130619.
a Q 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 laurawaffa2dwt com I Websrte www dvd com
Bio w dwt com/people/laurawarf
Anchorage 1 Bellevue I Los Angeles I New York 1 Portland 1 San Francil=1 Seallle I Shanghai 1 Washington, D C
From: Johnson, Kelly[mailto:kellv.o.tohnson@ncdenr.00v]
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?
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, LLC 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 $40.)
2. Taco Bell Jacksonville, SW9.1111 05 001
a. Correction to SW8 130619, Taco Bell Hampstead?
b We do not have a permit for Jacksonville. This permit is for a facility at the Intersection of Hwy 17 and
Ravenswood Road I have attached this permit for your review.
!lest Facility ' a ' w` is ask
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Taco Bell Ham stead
Rsm Foodsp9TC
[Taco flea
Stiatelle
Famil Foods lnc
(Taco Bell
Snead$ Fen
R 8 S Llatthews Pro er6es'LLC
,.
}Taco Bell Snead$ Feny Pti ra*Pump, Station
_ _
R 8S Uatthsws PfaPerbesiLC
,Taco Bell SDUM V0nkeyJUnCbW
!
R 8 S matthwA Pro erbes LLC
(tarn Bell Swansbom
R 8 S AMaChews Pro ernes LLC
IWlibams Cieanerafraco 130 0 Monkey Jund�on Pubhc Sewer
1
lCapa Fear Public Uh111YAL horitr
(
;'
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
KeU, jjC)hltisow
Kelly Johnson
Environmental Engineer
NC Division of Energy, Mineral and Land Resources
Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
Office: 910.796.7331
Fax: [phone]

Checklist
Project Name:
Project Location:
Received Date:
Accepted Date:
Rule(s) ®2008 Coastal
®1995 Coastal ®Phase II (WiRO)
®Universal ®1988 Coastal
Type of Permit: New or Mod or PR
Existing Permit It (Mod or PR): 1"17 ®PE Cert on File?
Density: HD or LD
_Elm OK?)
Type: Commercial or Residential
®NCG:
®Offsite to SW8
Stream Class:
®SA Map
Satidi`vided?. -Sub-dysion
o� Sirf I�La
ORW-MIaa
E�cem
Paperwork
Emailed Engineer on:
ement(s) (1 original per BMP) BMP Type(s): rnnc�r
with correct/original signatures (1 original per BMP except LS/VFS and swales)
ation with correct/original signatures
rp or LLC• Sig. Auth. per SoS or letter
®$505 (within 6mo)
®Soils Report with SHWT
®Calculations (signed/sealed)
®No obvious errors
includes common areas, etc
Restrictions, if subdivided:
& Notarized
®Deed
®Email Address Design Engineer
®Email Address. Owner
Note to Reviewer:
° �SSUCi� �l/3/IU
• T�6uEa Y 31 /it
QY%
Z- IJA-` (\n /
Plans
1:12 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
VA
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:
D.'. :ranrl arnnncarl• Pronosed: Proposed:
BUA (sf)
DA (sf)
PP (el)
SHWT (el)
Depth (ft)
SA (sf)

,�10.3 loogtl
ROBBINS MAY & RICH LLP
P WAYNE ROBBINS
JOHN M. MAY
STEPHEN F LATERt
ROBERT M FRIEEEN
R PAt ER SUGG
PATRICIA T NIEBAUER
NEIC T OAKI-EY
DEAN A RICH (1928-2006)
tALIO Aww O TNI EOTR CT OF COl
ATTORNEYS AT LAW
June 4, 2014
E -.
Dan Sams ),
NC Department of Environment and Natural Resources q JUN 2014
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: ?
s
1. Taco Bell Swansboro, Stormwater Permit No. SW8 130204 e
2. Taco Bell Jacksonville, Stormwater Permit No. SW9.1111 05 001
3. Taco Bell Sneads Ferry, Stormwater Permit No. SW8 120708
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 18th, 2014.
120 APPLECROSS ROAD, PINEHURST, NORTH CAROLINA 28374 9106924900 F 9106921768

June 4, 2014
Should you have any questions regarding any of the foregoing, please contact me at 910-692-
4900 or at ptniebauerna,rmrattorneys.com. 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,
RtOBBINS MAY & RICH LLP
Patricia T. Niebauer

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..........................................................................1
2.
NAME......................................................................................................................
1
3.
PURPOSE................................................................................................................1
4.
TERM.......................................................................................................................
1
5.
PRINCIPAL PLACE OF BUSINESS......................................................................1
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
i
DWT 23591504v2 0096812-000002

12.2.
Governing Law.............................................................................................
5
12.3.
Amendments.................................................................................................5
12.4.
Construction.................................................................................................
6
12.5.
Headings.......................................................................................................6
12.6.
Waivers..........................................................................................................6
12.7.
Severability....................................................................................................6
12.8.
Counterparts..................................................................................................
6
12.9.
Heirs, Successors and Assigns......................................................................6
12.10.
Entire Agreement..........................................................................................
6
III
DWT 23591504v2 0096812-000002

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.
DWT 23591504v2 0096812-000002

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.
DWT 23591504v2 0096812-000002

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.
DWT 23591504v2 0096812-000002

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 11 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 a judicial
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
4
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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 I I 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)
DWT 23591504v20096812-000002

Executed as of the date first above written by the undersigned.
COMPANY:
BELL CAROLINA LLC, a Delaware limited
MEMBER: BELL AMERICAN GROUP LLC, a Delaware
limited liabiiitucompany
Vice President
and
(Srgnatui a Page to Bell Carolina LLC Agreement)

BELL CAROLINA LLC
Designation and Appointment of Officers
Effective March 13, 2014
BELL CAROLINA LLC, a Delaware limited liability company (the "Company") is
managed by Bell American Group LLC, its "Managing Manager" as provided in the
Company's limited liability company agreement (the "LLC Agreement'). 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.
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
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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.

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 of Officers ojBell Car olina LLC)
Vice President and