SW8130302_HISTORICAL FILE_20140814

STORMWATER DIVISION CODING SHEET
POST -CONSTRUCTION PERMITS
PERMIT NO
SW8 ��030Z
DOC TYPE
❑ CURRENT PERMIT
❑ APPROVED PLANS
T HISTORICAL FILE
❑ COMPLIANCE EVALUATION INSPECTION
DOC DATE
20\4 Ord \_.�
YYYYMMDD

r
Pat McCrory
Governor
August 14, 2014
Lessee
NCDENR
North Carolina Department of Environment and Natural Resources
Ron Igarashi, Secretary
Bell Carolina, LLC
P O Box 507
West Linn, OR 97068
And
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 SW8 130302
Name Change / Ownership Change
Taco Bell - South Monkey Junction
New Hanover County
Dear Mr Igarashi and Mr Tessitore
John E Skvada, 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 this permit will now reference DEMLR as the Division responsible for issuance
of the permit
On June 6, 2014, the Wilmington Regional Office received a request to transfer the ownership of the state
stormwater management permit for the subject project DEMLR staff has inspected the project, determined that
the documentation is in order, and that the project is in compliance with the terms and conditions of the state
stormwater permit As indicated on the Name/Ownership Change form, you have acknowledged receipt of a copy
of the permit, 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 permittee 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 permit
The Division is hereby notifying you that the subject permit has been transferred on August 14, 2014 and to
remind you that this permit shall be effective until April 18, 2021 For your records, please find enclosed a copy
of the updated page 2 of the permit, an Addendum to the permit, a copy of the inspection report, and a copy of the
Name/Ownership Change form submitted on June 6, 2014 Please attach this cover letter, updated page 2, and
Addendum to the latest version of your permit
Division of Energy, Mineral and Land Resources
Land Quality Section - Wilmington Regional Office
127 Cardinal Drive Extension Wilmington, North Carolina 28405 • [phone] / Fax [phone]

Mr Igarashi and Mr Tessitore
August 14, 2014
The designated permit holder, Bell Carolina LLC, shall be responsible for meeting the conditions and limitation
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 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
Please be aware that the project's built -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
If you have any questions concerning the requirements of the permit or need additional copies of the permit or
approved plans, please do not hesitate to Steve Posey with DEMLR in the Wilmington Regional Office at (910)
796-7215
Sincerely,
For Tracy Davis, P E , Director
Division of Energy, Mineral and Land Resources
GDS/ sgp G \WQ\Shared\Stormwater\Permits & Projects\2013\1 30302 HD\2014 08 permit 130302
cc Ronnie B Matthews, Manager —R & S Matthews Properties, LLC
John H Richards, PE — Thomas & Hutton, Wilmington
New Hanover County Building Inspections
Wilmington Regional Office Stormwater File
Page 2 of 2

State Stormwater Management Systems
Permit No SW8 130302
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 — South Monkey Junction
5972 Carolina Beach Road, Wilmington, New Hanover County
FOR THE
construction, operation and maintenance of an infiltration trench in compliance with the
provisions of Session Law 2008-211 and 15A NCAC 2H 1000 (hereafter collectively and
separately referred to as the "stormwater rules') and the approved stormwater management
plans and specifications and other supporting data as attached and on file with and approved
by the Division of Energy, Mineral, and Land Resources and considered a part of this permit
This permit shall be effective from the date of issuance until April 18, 2021, and shall be
subject to the following specified conditions and limitations
I DESIGN STANDARDS
1 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 18 of this permit The stormwater control has been designed
to handle the runoff from 23,522 square feet of impervious area
3 The tract will be limited to the amount of built -upon area indicated in Section 18 on
page 3 of this permit, and as shown on the approved plans The built -upon area for
the future development is limited to 162 square feet
4 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
5 The runoff from all built -upon area within the permitted drainage area of this project
must be directed into the permitted stormwater control system
6 The project shall provide a 50' wide vegetated buffer adjacent surface waters,
measured horizontally from and perpendicular to the normal pool of impounded
structures, the top of bank of streams and rivers, and the mean high water line of tidal
waters
Page 2 of 7

Addendum to Permit SW8 130302
41
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 requiredforcompliance, 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 Beil 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 coinpIiance 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 on
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 p25,000 per
day, being taken against the property owner, National Retail Properties, LP

State of North Carolina
Department of Environment and Natural Resources
Division of Water Quality
STATE STORMWATER PERMIT NAME/OWNERSHIP CHANGE FORM
I CURRENT PERMIT INFORMATION
1 Stormwater Management Permit Number SW8 130302
2 Project Name Taco Bell - South Monkey Junction
3 Current Permit Holder's Company Name/Organization R&S Matthews Properties, LLC
4 Signing Official's Name Brett Matthews Title Member/Manager
5 Mailing Address 609 Executive Place
City Fayetteville State NC
Zip 28305
6 Phone ( 910 ) 323-9700 Fax ( 910 ) 323-9703
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,
❑ 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 It;arashi
3 Proposed permittee's title Secretary
4 Mailing Address P O Box 507
City West Linn
2, 3, and 4 below)
State OR Zip 97068
Phone (503 ) 722-2825 Fax
5 New Project Name to be placed on permit Taco Bell #030574
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
Fx] 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 ap (U58gt; 711 be
granted upon receipt of a copy of the recorded deed)
❑ Developer (Complete Property Owner Information on page 4) JUN06
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 anew owner and will not retain
ownership of the permit
I, R&S Matthews Properties, LLC the current permittee, am submitting this application
for a transfer of ownership for permit # SW8 130302 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 II 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
Signat//u//red� Date f�/
a Notary Public for the State of
./�P. County of LWd do hereby certify that
ana a_ C personally appeared before me this the
�2/ 5f day of May , 20 14 , and acknowledge the due execution of the
foraoina instrument Witness my hand and official seal,%%����� �i� (Notary Seal)
9
Notary Signature r
-yvl,re �T�vvrw� yc 4 NOTARY
PUBLIC
SSW N/O Change Rev24Sept2012 Page 2 of
,�0/111����`

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)
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
Bpast 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 rBofl�r�luc�ed,� i a plicatioq package will be returned as incomplete
e aro ma y 9�J �l/�
Date Signature B �'L
wn��� J
a Notary Public for the State of
bin "o , County of do hereby certify that
Ronald Igarashi, Secretary of Bell Carolina LLC personally appeared before me this the
�23 I"- day of
2014 , and
the due execution of the
forgoing instrument Witness my hand and official seal,
Notary Si nature
GUM M Huth
notary Public Stateol Ohlo Cuys Cry
MY Cameission wom 08/19/2017 �, ' OFt�O�r••
Additional copies of the original permit and the approved Operation and Maintenance agreement can
be obtained from the appropriate Regional Office of the Division of Water Quality
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 If 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 Orange Avenue, Suite 900
City Orlando
Mailing Address same
City
State FL
from street address)
State
Zip 32801
Zip
Phone [phone] Fax n/a
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 oeratlon and maintenance of the stormwater system, has been provided with the submittal
Proposed
As theegal 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 ith the permit is a violation of NC General Statute
(NCGS) 143 215 1, and may result In ap o riate enforce action including the assessment of
civil penalties of up to $25,000 per day, urs ay�t to, 14 15
6
Proposed NATIO L R T ( IE by NNN GP Corp as its General Partner
Signature of th4roperty owner By Date .S-1a9Z-9 O)1V
Name/Tdle ChnstOPher P Tessitore Executive V ce President
Debra Debnowsk6
FLORM , County of
Chnstopher P Tessitore
, a Notary Public for the State of
ORANGE , do hereby certify that
personally appeared before me this the
,Q- -9" day of May , 2014 , and acknowledge the due execution of the
forgcin trument Witness my hand and official seal,
Nota at (Notary Seal)
11 ,, ^ '�* DEBRA L DABROWSKI
MY COMMISSION M EE 031499
�,, EXPIRrS Nove nber8 2014
rL_.., Bonded Thm Notary Febbc Undewnters
SSW N/O Change Rev24Sept2012 Page 4 of 4

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 Cert - NC - National Retail Properties LP PDF, Good Standing
Certificate - DE - National Retail Properties, LP PDF
Kelly,
Could you please forward the attached documents related to National Retail Properties, LP, and the explanations, below,
to the individual who is reviewing the Stormwater Permit transfer applications? These might be pertinent for
establishing signing authority for National Retail Properties, LP
Please find the following documents related to National Retail Properties, LP attached
1 Certificate of Limited Partnership and Amendment,
2 National Retail Properties, LP Certificate of Formation, Delaware (August 8, 2006),
3 Agreement of Limited Partnership (January 11, 2005),
4 Good Standing's Certificate for the State of Delaware dated April 17, 2014,
5 Good Standing's/Authorization to Transact Business Certificate for the State of North Carolina dated May 9,
2014, and
6 Certificate of Amendment for the General Partner (amending the GP's name)
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
Thanks[
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue Suite 2400 I Portland OR 97201
Tel [phone] Fax [phone]
Email laurawarfitDcM com I Website vvww &A com
Bid www dwt comloeoolellaurawarf
Anchorage f Bellevue I Los Angeles I New York I Portland I San Framsm I Seattle I Shanghai I Washington D C
From Johnson, Kelly [matlto kelly p Johnson@ncdenr gov]
Sent Wednesday, June 25, 2014 8 04 AM
To Warf, Laura
Cc Danielle, Noralyn, Beebe, Lonna
Subject RE State Stormwater Permitting, Taco Bell Permits
La u ra,
The person assigned to this file will go through the paperwork to detail I will leave this on file for them
Thanks,
Kelly
From Warf, Laura (matlto LauraWarf(cbdwt com]
Sent Wednesday, June 25, 2014 10 52 AM

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

Thank you for your assistance We have requested that the correct transferor sign the permit transfer form for Fulton
Station/SW8 130210 Could you please confirm that you will accept the prior signatures from Bell Carolina and National
Retail Properties for this permit? I believe the only signature page that would change is for RSM Foods LLC
Thanks,
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue Suite 2400 1 Portland OR 97201
Tel [phone] Fax [phone]
Email laurawarl(a0vo com I Website www dwt com
Bio www dwt com/people/laurawarf
Anchorage I Bellevue I Los Angeles I New York I Podland I San Francism I Seattle I Shanghai I Washington D C
From Johnson, Kelly [mailto keliv p lohnsonCd)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 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 LauraWarf(a)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 Question 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
Thanksl

Laura Warf I Davis Wright Tremalne LLP
1300 SW Fifth Avenue Suite 24001 Portland OR 97201
Tel [phone] Fax [phone]
Email laurawart(1a dwt com I Website w dwt com
Bio wW W dvA com/people/laurawarf
Anchorage I Bellevue I Los Angeles I New York I Portland 1 San Francisw I Seattle 1 Shanghai I Washington D C
From Johnson, Kelly [mailto kelly p Johnson(cbncdenr gov]
Sent Friday, June 20, 2014 7 47 AM
To Warf, Laura
Subject FW State Stormwater Permitting, Taco Bell Permits
Ms Warf,
I am Just checking in on this Did you have a chance to determine if the two corrections below are correct?
Thanks,
Kelly
From Johnson, Kelly
Sent Tuesday, June 17, 2014 9 32 AM
To 'laurawarf@dwt com'
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 111105 001
a Correction to SW8 130619, Taco Bell Hampstead?
b We do not have a permit for Jacksonville This permit is for a facility at the intersection of Hwy 17 and
Ravenswood Road I have attached this permit for your review

Select Faa i >a
n
` iFadCd�Name
�Parrni
Owner- „
Co•Owrte'diessee
i ,
Tic-0 Bea FUSron Sladon
RSm FOOd41LL'C
T
Taco Bell Hampstead
Ram F000sLLC
Taco Bell SrialPoae
Famity Foods In
Taco Bell eadsFauy
R & S Matthews Proerlies LLC
( i
(Taco
Bell Sneads Fery PfhWe Pump SMon
R & S Ma7Mms Pro tiles LLC
`
aco Bell Soulh Mon4j lunctlon
R & S Matthews Pro rues LLC
Taco Bell Swanslxuo
R & S MalMews Piropethes LLC
slams CleanersiTaco Bed Q Monkey JunMon Puodc Sower
Cape Fear Public Wily
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
K.eU ohVX'SO U
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]

E(::EIVE
JUN 3 0 2014
Kelly Johnson
NC Division of Energy, Mineral and Land Resources BY --'�—
Stormwater Permitting
127 Cardinal Drive Extension
Wilmington, NC 28405-3845
RE SW8 130302, Taco Bell S Monkey Junction / Permit Signing Authority for
R&M Matthews Properties, LLC
Dear Ms Johnson,
The undersigned, Ronnie B Matthews, member/manager of R&S Matthews
Properties, LLC (the 'Company ) hereby authorizes and empowers Brett
Matthews, a member/manager of the Company, to take or cause to be taken any and
all actions, to enter into, sign, execute, and deliver any and all permits and other
documents required to be executed by the Company and delivered to the North
Carolina Department of the Environment and Natural Resources
This the .21oYk day of June, 2014
RONNIE B MATTHEWS
STATE OF NORTH CAROLINA
COUNTY OF CUMBERLAND
1, /t U�t /4 , a Notary Public of the County and State aforesaid,
certify that Ronnie 13Matthews either being personally known to me or proven by satisfactory
evidence, who is a Member/Manager of R&S Matthews Properties, LLC, a North Carolina
limited liability company, personally appeared before me this day and acknowledged that he is a
Member/Manager of R&S Matthews Properties, LLC, and that as Member/Manager being
duly authorized to do so, voluntarily executed the foregoing instrument on behalf of said
company for the purposes stated therein
WITNESS my hand and notarial seal, this ��// day of June, 2014>
lll/#iA
� Notary Public
T,q)z
° °v
(04;61 S@9j'ARY
PUBLIC
1111110*4
Printed Name of Notary Public
My Commission Expires -6�' 3 —ao/,5

I� Sf}
t�f NN �
� F �`� � Af�i, A 1
l � �

Johnson, Kelly
From
Johnson, Kelly
Sent
Wednesday June 25 2014 3 49 PM
To
'Patricia Niebauer'
Subject
FW State Stormwater Permitting, Taco Bell Permits
I will put these emails on file for the person who will be assigned to the permit If that person has questions, he/she will
be in touch
Thanks,
Kelly
From Johnson, Kelly
Sent Wednesday, June 25, 2014 3 47 PM
To 'Patricia Niebauer'
Subject RE State Stormwater Permitting, Taco Bell Permits
Ms Niebauer,
A simple letter signed by the manager delegating permit signing authority to another individual will suffice We do not
have a form for it
Thanks,
Kelly
From Patricia Niebauer [mailto otniebauerCalrmrattorneys com]
Sent Wednesday, June 25, 2014 3 24 PM
To Johnson, Kelly
Subject FW State Stormwater Permitting, Taco Bell Permits
Ms Johnson,
I represent the sellers in the Taco Bell sale transaction referenced below It was made known to us by Laura Warf (who
represents the buyers of the Taco Bells) that the individuals signing the permits must be named/listed in the most recent
annual report filed with the secretary of state for each company
Brett Matthews signed the permit for the Taco Bell at South Monkey Junction which is owned by R&S Matthews
Properties, LLC Brett Matthews is a member/manager of R&S Matthews Properties, but only his father, Ronnie B
Matthews is listed as a manager on the last annual report filed by the company
I understand that in such cases a signature authority letter can be submitted indicating that Brett Matthews has signing
authority Do you have a specific form for the signature authority or will a simple letter signed by Ronnie B Matthews
stating that Brett is a member/manager with signature authority suffice? I appreciate any guidance you can provide on
this matter
Thank you
Patricia
Patricia T Niebauer
ROBBINS MAY & RICH LLP
120 Applecross Road

Pinehurst, NC 28374
ptniebauer@rmrattorneys com
Phone [phone]
Fax [phone]
CONFIDENTIALITY NOTICE This transmission maybe (a) subject to the attomey-client privilege, (b) an attorney work product or (c) strictly
confidential If you are not the intended recipient of this message you may not disclose, print, copy or disseminate this information If you have
received this in error, please reply and notify the sender (only) and delete the message immediately without making any copy or distribution
Unauthorized interception of this e-mail is a violation of federal criminal law This communication does not (y) reflect an intention by the sender or
the sender's client or principal to conduct a transaction or to make any agreement by electronic means or (z) create an attomey-client relationship
IRS CIRCULAR 230 NOTICE We inform you, in order to ensure compliance with requirements imposed by the IRS, that any U S federal tax
advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used for the purpose of (a)
avoiding penalties under the Internal Revenue Code or (b) promoting, marketing or recommending to another parry any transaction or matter
addressed herein You should if you are not the original addressee of this communication, seek advice based on your particular circumstances from
an independent advisor
From Johnson, Kelly [mailto kelly p Johnson(d)ncdenr gov]
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 (29330 — 4422 S 171" St, Wilmington)
a Correction to SW8 130210, Taco Bell Fulton Station?
Is this change correct — i e ? The permit we received said "2013022", but perhaps that is not the
permit number
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 )
Please advise as to whether there has been a change of ownership / name change If so, please
remit the $40 transfer fee We received a copy of an unsigned name change form, but not a
signed copy
Taco Bell Jacksonville, SW9 111105 001 (29460 —17200 US HWY 17, Hampstead)
a Correction to SW8 130619, Taco Bell Hampstead?
Is this the correct permit
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

'Select Faality =ff
s
r
�F6�Iity Nama �--
aFemiX
----'OwneFa' �'_ °
�GaArmetlL:essee
r
aeo BeU Fulta�i SlaUon
aeo Bell Hampstead
Rsm FoodaslL'C
Rsm Foods LLC
Taco Bell Shatbge
Family Foods Inc
"Taco
Sep Sneads Fe
R & S Maghews Profiles LLC
<Taco
Bell Sneads Forry Private Pump SiaUon
R & S Mallhews Pr Wes LLC
r
Taco Bell South Monkey Juntlwn
R & S MaMews Properties LLC
Taco Beg Swanaboro
R & S MaffiIew3 ProUUg tees LLC
glams Cleanara/raco Beg Uonke Junction Pubic Sewar
Ca a Fear Putiifc
i
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
1<'-6 , IJ 0 k VLsm vt,
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]

Johnson
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
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@dwt com]
Sent Wednesday, June 25, 2014 10 52 AM
To Johnson, Kelly
Cc Danielle, Noralyn, Beebe, Lonna
Subject RE State Stormwater Permitting, Taco Bell Permits
Hi Kelly,
Thank you for forwarding the information, below For Bell Carolina (a new entity that has not filed an annual report),
Ron Igarashi is an officer of the company (the Secretary) Please see the appropriate documentation, attached Please
confirm the attached is sufficient documentation regarding Ron Igarashi's signing authority on behalf of Bell Carolina
Best,
Laura
Laura Warf I Davis Wright Tremaine LLP
1300 SW Fifth Avenue Suite 2400 1 Portland OR 97201
Tel [phone] Fax [phone]
Email lauravrarf0dvd com I Websae w dwt com
Bio www dwt comloeooiellaurawarf
Anchorage Bellevue I Los Angeles I New York PoNand1San Francisco I Seattle I Shanghai I Washington D C _
From Johnson, Kelly [mailto kelly p Johnson(cbncdenr oov]
Sent Wednesday, June 25, 2014 7 36 AM
To Warf, Laura
Cc Danielle, Noralyn
Subject RE State Stormwater Permitting, Taco Bell Permits
Laura,
If we already have signatures from the correct people, then those people do not have to resign forms We just need to
have new forms submitted from anyone who will be signing that has not done so previously
I have not checked the signature authority for anyone involved The person reviewing the files will do that But, here
are the requirements for signatures The individuals need to be listed on the most recent annual report from the NC
Secretary of State, http //www secretary state nc us/corporations/ If it is a new corporation, then the NC SoS will only
have the Articles of Incorporation listed In that case, we will need some sort of other documentation that the person
signing holds the appropriate title (such as tax forms)
1 ) Manager Managed LLC Signed by a manager
2 ) Member Managed LLC Signed by a member

3 ) Inc Signed by the President or VP
4 ) Partnership Signed by a Partner
5 ) Signature Authority Letter In any of the situations above, the person with signature authority can assign
signature authority to an alternate person by submitting a signed letter to that effect
Thanks,
Kelly
From Warf, Laura [mailto 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 Tremaine LLP
1300 SW Fifth Avenue Suite 2400 1 Portland OR 97201
Tel [phone] Fax [phone]
Email laurawarf(cDdwt com I Websde www dwt com
Bio www dwt comlpeople/laurawarf
Anchorage Bellevue Los Angeles New York Portland Ilan Francisco (_Seattle I Shangha Washington 0 C
From Johnson, Kelly [mailto kelly p )ohnson(alncdenrgov]
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 Wart, Laura [mailto LauraWarf0dwt 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"' 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
aQuestion 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
Thanksl
Laura Warf I Davis Wright Tremame LLP
1300 SW Fifth Avenue Suite 24001 Portland OR 97201
Tel [phone] Fax [phone]
Email IaurawarfCddwt com I Website www dvA com
Bio w dwt comloeooie/laurawad
Anchorage I Bellevue LLas Angeles I New York I Portland I San FranGscro Seaale Shanghai I Washmgion D C
From Johnson, Kelly [mailto kellyp tohnson(a)ncdenr gov]
Sent Friday, June 20, 2014 7 47 AM
To Warf, Laura
Subject FW State Stormwater Permitting, Taco Bell Permits
Ms Warf,
I am just checking in on this Did you have a chance to determine if the two corrections below are correct?
Thanks,
Kelly
From Johnson, Kelly
Sent Tuesday, June 17, 2014 9 32 AM
To 'laurawarf@dwt com'
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 111105 001
a Correction to SW8 130619, Taco Bell Hampstead?
b We do not have a permit for Jacksonville This permit is for a facility at the Intersection of Hwy 17 and
Ravenswood Road I have attached this permit for your review
MINOR f�^�'r�
�M'��i �' eTi `"f �. � ya t r�,,^�'•'u- y� ',
b
Se, °It
:�
Faah Wa'ma
_ • - t' Parma �• _; `�OwnerS-> -> CoO`wriedLesses f
�g�;,,.„r�;""a^^�TIwq
k,
aco Bell Ham"tead
Rsm Foods LLC
aN Belt shalfot7e
Family Foods Inc
Yt,
If jTaco Bell Sneads F
R & S IAaShays Properties LLC
aN Beli Sneads Ferry Ptr ole Pur'rp SEaQon _ -_ __
I _R
SS Matthews Ptoeilies LLC
�
f
t
I T2CO Bel!'SouUt Llonke Juncbon
R B S rAallhews Pfbberbes LLC
l
aco Bell Swans twrc
R 8 S 7AaiMms Pro Iles LLC
�YVllbiams CleanerslTaco Be17 a Alonke Junction Public Sewerl
ICaps Feat Public Unh utmoef
4
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
K6L'-j0hVUSOVL
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]

Co
mpI te�yqess Review Checklist
Project Name jko a j Ifi Ir/hA VaU anC1fOA Received Date
Project Location tjH �C) Accepted Date u
Rule(s) 2008 Coastal
1995 Coastal ®Phase fl (WiRO)
Universal 1988 Coastal
Type of Permit New or Mod or PR
Existing Permit # (Mod or PR) �30'A01
PE Cert on File?
Density HD or LID
% (%0K?)
Type Commercial or Residential
®NCG
®Offsite
to SW8
Stream Class ®SA Map
SUI divide-d7—S 1yissi�Sir I�La
—If-
lomiMipt�e�rrpt
Paperwork Emaded Engineer on
Supplement(s) (1 original per BMP) BMP Type(s) �v y6w
®O&M with correct/original signatures (1 original per BMP except LS/VFS and swales)
®Application with correct/original signatures ®Deed
®Corp or LLC Sig Auth per SoS or letter ®Email Address Design Engineer
0$505 (within 6mo) ®Email Address Owner
®Soils Report with SHWT Note to Reviewer
Calculations(signed/sealed) ��SS0E1) 4�180
®No obvious errors _ eft
includes common areas, etc
Deed Restrictions, if subdivided
& Notarized
7
Plans
El2 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
I Infiltration
Is Report
Additional Information
Permitted
Wet Pond
®Soils Report
®SHWT
PP
Proposed
Cert for Master
Deed Rest for Master
BUA Permitted (Master)
BUA Proposed (Offsite)
Proposed
Lot #
®Lot# Matches Master
sf
sf
Proposed
BUA (sf)
DA (sf)
PP (el)
SHWT (el)
Depth (ft)
SA (sf)

J'WO 13030d,
P WAYNE ROBBIN5
f GMN M MAY
STEPNEN F LATERt
ROBERT M FRIESEN
R P.L I:R SLOG
PATRICIA T NIEBAUER
NEIL T OAKLEY
DEAN A RICH (1928 2006)
cR,--AT
tAW Ao..vT.co IH 1A DmnK+ ar Coicmeu
POBBINS MAY & RICH LLP
ATTORNEYS AT LAW
C����`ILC
June 4, 2014
R
Dan Sams
NC Department of Environment and Natural Resources 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
1 Taco Bell Swansboro, Stormwater Permit No SW8 130204 t
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 181h, 2014
120 APPLECROSS ROAD PINEHURST NORTH CAROLINA 28374 910 692 4900 F 910 6921768

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 Tremame LLP, outside counsel
to Bell C at [phone] or laurawarf@dwt corn
We greatly appreciate your attention to this matter
Sincerely,
RtOBBINS MAY & RICH LLP
r6u1
w�GL
Patricia T Niebauer

Delaware
7te First State
PAGE I
I, JEFFREY W BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "NATIONAL RETAIL PROPERTIES, LP" IS
DULY FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD STANDING AND HAS A LEGAL EXISTENCE SO FAR AS THE RECORDS OF
THIS OFFICE SHOW, AS OF THE SEVENTEENTH DAY OF APRIL, A D 2014
AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
BEEN PAID TO DATE
3910524 8300
140485387
You may verify this certificate online
at corp delaware gov/authver sh=l
Jeffrey w Bullock Secretary of State
AUTHENT7,F TION 1301435
DATE 04-17-14

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 (31) 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 "Murrayyille Contract") located at N College Rd ,
Munrayville, North Carolina (the "Murrayville 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"),
DWT23439627v120096812 000013

EXHIBIT A
REAL PROPERTY
MS ui�µ.IJ�N b. 4-'4 RYi�N.d1' b ..� Ff
� �"z S&..u^ a 1 ��Yw J ,t,ml�pF r
4
NJ-n SAnR'
d✓d Y d'd 3L �WP�: 1, JF Ai�...H.l,J 4t'� T� ai h „�� /fr n �.(!1' �� t
S C!➢} F }'1M1. LL M1'C.35nw+wl. }` h° }
L �� rk}Y ;�,�y5{. i Wy L
1 T
�sUNIT
wz3 ` i v1F "ADDRESS F a.t��
i
FEEOWNER»74�
s r .z r'"
>ACQUISITIONMA�T�pE
1t��3'y,
`�Nl,
�k:t���NH�k
milz}t�RY
g5�t!Y+VlR3�'iC{YL�'"i�.J.�j
H'HkS
rv1}`AP i,l +� PSi?`tm+i x�Sithrrfe�.,`K`N(t`'£iWnv�C!'ar`k'k�br�Mvyz
U�itltV''1tti.li fiti:+mt_'f�'r V`.L���Y'i
18
#024682
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, Whitevdle, NC 28472
R&S Matthews Properties
June 29, 2009
22 ,
#027115
4461 Main St , Shallotte, NC 28470
R&S Matthews Properties
October 1,'2010
23
#028406
97-ViIlage,Dr, Holly Ridge; NC 28445
R&S Matthews Properties
July 23, 2012 (Lot 1)
July 25, 2012 (Lot 2)
�24
;#029329'
+650*W 6CerSettAvenue'; Swansboro; NC'
jR&S Matthews Properties
October 3; 2012
55'84'
This Fee Site for Unit #029329 will offset the
Lease Site Umt'#019349 located at 674, W
Corbett Ave, Swansboro, NC 28584 in
accordance,with the Purchase Agreement
25`
#029330
4422 S 17th St-, Wilmington, NC 28412
RSM-Foods, LLC, a North
Transferred to R&S,'
Carolina limited liability
Matthews on September IT,
company;("RSM Foods")
2012 and,to RSM Foods on,
June 2812013
26Ij1
�#029347,
15972,Carolina BeacI
RdWgtonvNC,�84&
R&S MatthewsiProperties
OctoberY19, 2012
{27
49029460
J7200 US Hwy 17,Hampstead, NC'28443
RSM Foods
June 4; 2013
28
#029467
2055 Gum Branch Road, Jacksonville NC
RSM Foods
May 21, 2013
28540
EE'SITE IN DEVELOPMENT URRAYVILLE+LOCATION$_
y6F'
i 'rrf �i.�i �, '�ayvf p4T �� yry ft:Y i^: t �1aFFy a ry�Y. �{..a„i)
Y l:'+'dYi+4i1.�4M1 �.lil'+.ie5�l
*Ar # H
NtaL�4)Y�XN IXh�»l4 1.,'4 ya,C � Wa0..G .ii'Mhrv�.}�:.)iwh� rJi�f.:n��rb'i��a %
SFkie'h�Y'lY.fi.XNnX4L u'F` i
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

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")
WITNESSETH
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
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
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
D W T 23609972v5 0096812 000015

EXHIBIT "B"
LIST OF PROPERTIES
UNIT.
,,
FEE OWNER , y
'S,
`ACQUISITION DATE
�j R +l.a
5- EF-0
���,+'I' e�J
rtADDRESS. 3
i "q„i''RRi� i)..'4- S ,�dP, j ty� a °) 0 1 , i i t'b
[ f . i �IYP°
'q cwJ<^f `.?`m�M'4'£f+""e^�.tW
T .r b a , k•• � i ��},p
'tib
f?.✓ cY3
a, _ib.0 AFhi.Jl�`k w�ea`a K'e'f4.!'-.-wN
u- ssi'Y.. >��'�1
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 I8, 2006
21
#026845
1712 S JK Powell Blvd, Whitevdle, NC 28472
R&S Matthews Properties
June 29, 2009
L22,;#027445,'
j 4461,Mam St ;,Sha116tte, NC 28470
R&S Matthews,Propertles
Octobef 1,72010
'23 e
e #029406
97' Village;Dry; Holly Ridge, NC,28445
R&S Matthews Properties
July 23; 2012 (Lot I)'
July`25, 2012 Ot 2)
e241+
,#029329
650 W Corbett Avenue, Swansboro, NC
R&S Matthews Properties
October 3,-2012
28584
-25`
#029330'
4422 S d 7th St-, Wilmington, NC 28412
RSM CLC, a North
Transferred to R&S
_Foods,
Caiolma limited liability
_
Matthews on September 17'
company ("RSM Foods")
2012 at`d to RSM Foods on
June 28,2013
,264
4029347
*5972 Carolina Beach Rd; W dmmgton, NC
R&S Matthews Properties
October 19, 2012
2g4lf
,27vt
#029460
1,7200'US Hwy4,7, Hampstead, NC 28443
RSM Foods
June 4; 2013,
28
9029467
2055 Gum Branch Road, Jacksonville, NC
RSM Foods
May 21, 2013
28540
DWT 23609972v4 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 lability 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, (0 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 236099720 0096812 000015

EXHIBIT A
REAL PROPERTY
n''w + `rt' {i fi,`z•k -`�� �'r, =t %FEE SITE RESTAURANTS. a {"�^",xd, "�, h ,,'i4.�' '.'.'. 4 1zv
� ir# yy. � 'JYN
�5y x* Y2� htlb ,p J�"iR
°3.�-exxt_ ,ra
L�
t cj A
Ott
Vic+',
� �'1
1k-eUNIT �.
-r N� 6
.3 y
;y_iX,}" F*ipeq'i4+�'e -"n
xiu ADDRESS 2*.. y? �r='.,r�'
'" �'/�'jS 1 ° �S�ayvTl •
�^ :'c
..-•"5' FEE OWNERF. _ k
J+f�jYiP,i e> .�
"r.TG:1.�:
sr
t *AC UISITION DATE
G:-
H , a
Y3f0y_"M1-16Sw—y3LL>2�[
t`C[
4{yJ:.�y �.1¢yy(5"
3..ycxy±,�z„o-v /S tin
ii s�f�'��
i`T'l l�,s
:
Y5`f
18
#024682
942 East Third St , Pembroke NC 28372
R&S Matthews Properties
February 13, 2008
19
#024683
1058 W Broad St , St Pants, 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
1026841
1112 S 1K Powell Blvd, Whiteville NC 28472
R&S Matthews Properties
June 29, 2009
€22
; #927115-
14461PMam St; Shallotte,`NC 28470`
R&S Matthews Properties
October 1, 2010
123
0028,406
197,Vlllage Dr ;,Holly Ridge, NC 28445
R&S Matthews Properties
July,23, 2012 (Lot 1)
July 25, 2012 (Lot 2)
i24�
9029329
650, W Corbett Avenue, Swansboro, NC
R&S Matthews Properties
October 3, 2012
28584
Fee,Srte for,Unit #029329 the
,This will offset
Lease,Srte+Unit 4019349/located at 674 W
Corbe'tt1Ave , Swansboro, NC 28584 in
accordance'wittnthe Purchase Agreement
�2
'Y029330,
,4422,S`_`17,th St;i<Wdmmgt6ii 28412`
RSM'fFoods;'LLC, a North
Transferred to R&S`
Carolina limited liability
Matthews on Septembeq,17,'
company ("RSM Foods")
2012 and to RSK4 Foods on`
Jane 28;20t3
}26 a;#029347,
59,72 Carolina Beach Rd;,Wtlmingt rr,,NC
_
R&S Matthews`Properties
Oetober 19,12012
28412,
(:L7-1
?#029460`
i17200wUS Hv_rypl7; Hamp""stead; NC 28443
RSM'Foods'
June' 4; 2013`
28
#029467
2055 Gum Branch Road, Jacksonville, NC
RSM Foods
May 21, 2013
28540
FEEiSITE IN DEVELOPMENT (MURRAWLLE L_OCATIIO�yN)X,—: 2�`•=R' 4 'h?
Y 14v�y Y Rc £.�
ae3.-.�.a�t4ia°iu�`�3�.iyn.�.i
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

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

1
2
3
4
5
6
7
8
*61
10
11
12
TABLE OF CONTENTS
CERTIFICATE OF FORMATION
NAME
PURPOSE
TERM
PRINCIPAL PLACE OF BUSINESS
REGISTERED OFFICE AND REGISTERED AGENT
MEMBER
MANAGEMENT
81 Management by Managing Member
82 Officers
83 Right to Rely on Managing Member
FINANCIAL MATTERS
91 Capital Contribution
92 Distributions
93 Tax Matters
DISSOLUTION AND LIQUIDATION
10 1 Events of Dissolution
10 2 Liquidation Upon Dissolution and Winding Up
INDEMNIFICATION
11 1 Indemnification
11 2 Expenses
11 3 Insurance
114 Beneficiaries
MISCELLANEOUS
121 Assignment
1
1
1
1
1
1
2
2
2
2
2
2
2
3
3
3
3
3
4
4
4
4
5
5
5
I
DWT 23591504v2 0096812 000002

122 Governing Law
123 Amendments
124 Construction
12 5 Headings
126 Waivers
127 Severability
12 8 Counterparts
129 Heirs, Successors and Assigns
12 10 Entire Agreement
5
5
6
6
6
6
6
6
6
u
DVJT 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
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 YUMi 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
81 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
82 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
83 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
Financial Matters
91 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
DW r 23591504v2 0096812 000002

92 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
93 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
101 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
102 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 235915042 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 o�r
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
112 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 ajudicial
proceeding or a binding arbitration that such Indemnitee is not entitled to be indemnified as
authorized in this Section I 1
113 Insurance The Company may purchase and maintain insurance on
behalf of its Members and such other Persons as the Managing Member shall determine against
DWT 23591504v2 0096812 000002

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 lability under the provisions of this Agreement
114 Beneficiaries The provisions of this Section l l are for the benefit of the
Indemmtees, their heirs, successors, assigns and administrators and shall not be deemed to create
any rights for the benefit of any other Persons
12 Miscellaneous
121 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
122 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
123 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
5
DWT 23591504v2 0096812 000002

124 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
125 Headings The headings in this Agreement are inserted for convenience
only and shall not affect the interpretation of this Agreement
126 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
127 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
128 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
129 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
1210 Entire Agreement This Agreement constitutes the entire Agreement
between the parties hereto and supersedes 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 23591504v2 0096812 000002

Executed as of the date fit st above wittten by the undetsigned
COMPANY BELL CAROLINA LLC, a Delawate hinited
liability cQLnpany
President and
MEMBER BELL AMERICAN GROUP LLC, a Delawate
limited habihtucomoanv
Vice President
and
(Signatui a Page to Bell Cat olina LLCAgi eemett)

BELL CAROLINA LLC
Designation and Appointment of Officers
Effective March 13, 2014
BELL CAROLINA LLC, a Delaware limited liability company (the "Company's is
managed by Bell American Group LLC, its "Managing Manager" as provided in the
Company's limited Lability company agreement (the "LLCAgreement'� For efficient
administration of the Company's affairs, the Managing Member is executing this document to
designate and appoint certain officers of the Company The Managing Member retains the right
to manage the affairs of the Company as provided in the Company s LLC Agreement
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
12 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 lgarashi
Secretary
13 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
14 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
Officer Descriptions
21 Chief Executive Officer The Chief Executive Officer shall have
responsibility for setting the general mission, direction and goals of the Company and
DW r 23591554v1 0096812 000002

implementing such plans as the Managing Member shall direct from time to time The Chief
Executive Officer shall be authorized to execute all documents on behalf of the Company
22 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
23 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
24 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
25 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
26 Secretary The Secretary shall keep a record of the proceedings at the
meetings of the Managing Member, shall have custody of all the books, records and papers of the
Company, except such as shall be in charge of the Treasurer or some other person authorized to
have custody or possession thereof, shall from time to time make such reports to the officers and
Managing Member as may be required, and shall perform such other duties as the Chief
Executive Officer, Chief Operating Officer, President, Executive Vice President or the Managing
Member may from time to time delegate
DWT 235915540 0096812 000002

The Managing Member of the Company hereby approves this Designation and
Appointment of Officers effective as of the date fiist above mitten
MANAGING MEMBER
BELL AMERICAN GROUP LLC
(Desrgnation ofOffrceis ojBell Carohna LLC)
Vice Piesidentand

J.THOMAS & HUTTON
Engineering I Surveying I Planning I GIS I Consulting
To NCDENR
Chris Baker
Division of Water Quality
127 Cardinal Drive Extension
Wilmington INC 28405
Letter of Transmittal
Date 7/29/13
Job 24079 0001 500
Re Taco BellSouth Monkey Junction
WE ARE SENDING YOU THE FOLLOWING ITEMS (❑ attached) (❑ under separate cover via UPS )
❑ Shop Drawings ❑ Prints ❑ Plans ❑ Samples ❑ Specifications
❑ Copy of Letter ❑ Change Order ❑ Other
Copies Date Description
1 SW certification
THESE ARE TRANSMITTED AS CHECKED BELOW
❑ For Approval ❑ Approved as Submitted ❑ Resubmit Copies for Approval
❑ For Your Use ❑ Approved as Noted ❑ Submit Copies for Distribution
❑ As Requested ❑ Returned for Corrections ❑ Return Corrected Prints
❑ For Review and Comment
Remarks
Please find the attached
Copy to
ECEIVE
JUL 3 0 1013
BY
Signed Idcv
1350 Farrow Parkway I PO Box 80001 Myrtle Beach, SC 295781 843 839 35451 Fax [phone]

North Carolina Secretary of State
Page 1 of 1
Account Login Register
North Carolina
Elaine F Marshall DEPARTMENT OF THE
Secretary SECRETARY OF STATE
PO Box 29622 Raleigh, NC 27626-0622 [phone]
Date 6/12/2013
Click here to
View Document Filings I File an Annual Report I
J Print a Pre populated Annual Report Fillable PDF Form I Amended A Previous Annual Report I
Corporation Names
Name
Name Type
NC R & S MATTHEWS PROPERTIES LLC
LEGAL
Limited Liability Company Information
SOSID
0580871
Status
Current Active
Effective Date
2/14/2001
Citizenship
DOMESTIC
State of Inc
NC
Duration
PERPETUAL
Annual Report Status
CURRENT
Registered Agent
Agent Name
MATTHEWS RONNIE B
Office Address
609 EXECUTIVE PL
FAYETTEVILLE NC 28305
Mailing Address
PO BOX 87886
FAYETTEVILLE NC 28304
Principal Office
Office Address
609 EXECUTIVE PL
FAYETTEVILLE NC 28305
Mailing Address
PO BOX 87886
FAYETTEVILLE NC 28304
Officers
Title
MANAGER
Name
RONNIE B MATTHEWS
Business Address
609 EXECUTIVE PL
FAYETTEVILLE NC 28305
This website is provided to the public as a part of the Secretary of State Knowledge Base (SOSKB) system Version 744
http //www secretary state nc us/corporations/Corp aspx9PitemId=5307380 6/12/2013