85 7th Place East, Suite 500 MINNESOTA 55101-2198

Transcription

85 7th Place East, Suite 50055101-2198MINNESOTAD E P A R T M E N T OFCOMMERCEwww.conimerce.state.mn.us65I.296.4026 FAX 651.297.1959An equal opportunity employerMay 24, 2012ANGELA ARNOLD THOMPSONHAYNES AND BOONE LLP1615 L STREET NW SUITE 800WASHINGTON, DC 20036-5610Re: F-5365DEL TACO LLCDEL TACO LLC F/ADear Ms. Thompson:The Annual Report has been reviewed and is in compliance with Minnesota Statute Chapter80C and Minnesota Rules Chapter 2860.This means that there continues to be an effective registration statement on file and that thefranchisor may offer and sell the above-referenced franchise in Minnesota.The franchisor is not required to escrow franchise fees, post a Franchise Surety Bond ordefer receipt of franchise fees during this registration period.As a reminder, the next annual report is due within 120 days after the franchisor's fiscal yearend, which is December 31, 2012.Sincerely,MIKE ROTHMANCommissionerBy:Daniel SextonCommerce Analyst SupervisorRegistration Division(651)296-4520MR:DES:dlw

F-5365STATE OF MINNESOTADEPARTMENT OF COMMERCEREGISTRATION DIVISION(651) 296-6328IN THE MATTER OF THE REGISTRATION OF:DEL TACO LLC F / ABy DEL TACO LLCORDER AMENDINGREGISTRATIONWHEREAS, an a p p l i c a t i o nt o amend t h e r e g i s t r a t i o n andamendment f e e have been f i l e d ,IT IS HEREBY ORDERED t h a t t h e r e g i s t r a t i o n d a t e dMay 17, 2006, i s ainended as o f t h e date s e t f o r t h below.MIKE ROTHMANCommissionerDepartment o f Commerce85 7 t h P l a c e E a s t , S u i t e 500St P a u l , MN 55101Date: May 24, 2012

UNIFORM FRANCHISE REGISTRATION APPLICATIONMinnesotaFile NoFee: SAPPLICATION FOR:INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISESXRENEWAL APPLICATION OR ANNUAL REPORTPRE-EFFECTIVE AMENDMENTPOST-EFFECTIVE MATERIAL AMENDMENT1.Name of Franchisor:Del Taco LLC2.Name of franchise offering:Del Taco3.Franchisor's principal business address:25521 Commercentre Drive, Suite 200Lake Forest, California 926304.Name and address of Franchisor's agent in the state authorized to receive process:Commissioner of Commerce85 7"' Place East, Suite 500St. Paul, Minnesota 551015.The states in which this application is or will be shortly on file:Hawaii, Maryland, Minnesota, North Dakota, Rhode Island, South Dakota, Virginia, Washingtonand Wisconsin6.Name, address, telephone and facsimile numbers, and e-mail address of person to whomcommunications regarding this application should be directed:Angela Arnold Thompson, ParalegalHaynes and Boone, LLP1615 L.St. NW, Ste 800Washington, DC 20036Phone: (202)654-4552Fax:(202)654-4277Email: angela.thompson@,haynesboone.comW-50870 2.D0C

haynesbooneM a y 22, 2012Direct Phone Number: (202) 654-4552Direct Fax Number: (202) 654-4277angela. thompson@haynesboom. comVIA FEDERAL EXPRESSMr. Daniel SextonMinnesota Department of Commerce85 7" Place East, Suite 500St Paul, Minnesota 55101Re;Del Taco LLC (the "Company")Franchise Registration Renewal Application: Your File No. F-5365Dear Mr. Sexton:In connection with the Company's franchise registration renewal application, I haveenclosed the following:1.2.3.4.5.6.7.8.9.10.A check in the amount of 300 for the filing fee;Uniform Franchise Registration Application;Certification;Consent to Service of Process and Corporate Acknowledgment;Costs and Source of Funds;Auditor's Consent;Guarantee of Performance;Franchise Seller Disclosure Forms;One clean copy of the Company's Franchise Disclosure Document and exhibits;andOne redlined copy of the Company's Franchise Disclosure Document.As evidence of receipt, please file-stamp the enclosed duplicate copy of this letter andreturn it to me in the enclosed self-addressed, stamped envelope. If you have any questionsregarding this application, please do not hesitate to contact me by telephone. Thank you inadvance for your assistance with this file.Best regards,Angela Arnold ThompsonParalegalEnclosuresW-50863 3.D0CHaynes and Boone, LLPAttorneys and Counselors1615 L Street, NW, Suite 800Washington, DC 20036-5610Phone: 202.654.4500Fox: 202.654,4501www.haynesboone.oom

CERTIFICATIONI certify and swear under penalty of law that I have read and know the contents of thisapplication, including the Franchise Disclosure Document with an issuance date of April 30,2012 attached as an exhibit, and that all material facts stated in all those documents are accurateand those documents do not contain any material omissions. I further certify that I am dulyauthorized to make this certification on behalf of the Franchisor and that I do so upon mypersonal knowledge.Signed at Lake Forest, California onHc y/620DEL TACO LLCBy: Name:Title:W-DT - Signature Pages(56629 2),.l cE I

UNIFORM CONSENT TO SERVICE OF PROCESSMinnesotaKNOW ALL MEN BY THESE PRESENTS:That the undersigned, Del Taco LLC, a limited liability company organized under the laws of the State ofCalifornia, for the purpose of complying with the laws of the State of Minnesota relating to the registration,exemption from registration, or sale of franchises, hereby irrevocably appoints the Minnesota Commissioner ofCommerce and the successors in such office, its attorney in the State of Minnesota upon whom may be served anynotice, process or pleading in any action or proceeding against it arising under the aforesaid laws of said state; andthe undersigned does hereby consent that any such action or proceeding against it may be commenced in any courtof competent jurisdiction and proper venue within said state by service of process upon said officer with the sameeffect as if the undersigned was organized or created under the laws of said State and had lawfully been served withprocess in said state.It is requested that a copy of any notice, process or pleading served hereunder be mailed to:Jan Gilbert, Esq.Haynes and Boone, LLP1615 L Street, N.W.Suite 800Washington, D.C. 20036Dated:IS day of ,20JirDELTLLCName:Title:CORPORATE ACKNOWLEDGMENTSTATE OF CALIFORNIACOUNTY OF ORANGEM, 20 /f before me, the undersigned officer, personallyOn the }S day ofappeared g . c k. T A n aknown personally to me to be the fissacf h'. ( r e n e r a l CoonSe /and that he, as such officer, b'ferng authorized so to do, executed the foregoing instrument for the purposes thereincontained, by signing the name of the corporation by himself as such officer.IN WITNESS WHEREOF, I have hereunto set my hand and official seal.Notary PublKMy Commission Expires:aW-DT - Signature Pages(56629 2)MIRYAM KERNANDE2Commlssiofl # 1925638Notary Public - CiltfomiaOrange County Comm. ExpifetftfaU. 20151

FRANCHISOR'S COSTS AND SOURCE OF FUNDS1.State the franchisor's total costs for performing its pre-opening obligations to provide goodsor services in connection with establishing each franchised business, including real estate,improvements, equipment, inventory, training and other items stated in the offering.Real Estate (Site Miscellaneous2. 4,500 0 0 0 11,800I0 16,300State separately the sources of all required funds:Del Taco LLC funds the foregoing costs out of its general operating funds, which includeinitial franchise fees paid by new franchisees.W-59577 I.DOC

II !l ERNST &YOUNGErnst & Young LLPSuite 100018111 Von Karman AvenueIrvine. California 92612-1007Tel: 1949 794 2300Fax: 1 949 437 0590www.ev-comAcknowledgement of Independent AuditorsWe agree to the inclusion in the Franchise Disclosure Document of Del Taco LLC (the"Franchisor") on April 30, 2012 of our report dated March 23, 2012, with respect to theconsolidated financial statements of Sagittarius Restaurants LLC and Subsidiaries as ofJanuary 3, 2012 (Successor) and January 2, 2011 (Successor), and for the fifty-three weeksended January 3, 2012 (Successor), the thirty-two weeks ended January 2, 2011 (Successor), thetwenty weeks ended May 18, 2010 (Predecessor), and the fifty-two weeks ended January 3, 2010(Predecessor).Irvine, CaliforniaApril 30, 20121204-1354717A member [irn nl Ernsl & Young Glotol Limilefl

GUARANTEE OF PERFORMANCEFor value received, Sagittarius Restaurants LLC (the "Guarantor"), located at 25521Commercentre Drive, Lake Forest, California 92630, absolutely and unconditionallyguarantees to assume the duties and obligations of its subsidiary, Del Taco LLC, located at25521 Commercentre Drive, Lake Forest, California 92630 (the "Franchisor"), under itsfranchise registration in each state where thefranchiseis registered, and under its FranchiseAgreement identified in its 2012 Franchise Disclosure Document, as it may be amended,and as that Franchise Agreement may be entered mto withfranchiseesand amended, modifiedor extended from time to time. This guarantee continues until all such obligations of theFranchisor under its franchise registrations and the Franchise Agreements are satisfied oruntil the liability of Franchisor to itsfranchiseesunder the Franchise Agreements has beencompletely discharged, whicheverfirstoccurs. The Guarantor is not dischargedfromliability ifa claim by a fi chisee against the Franchisor remains outstanding. Notice of acceptance iswaived. The Guarantor does not waive receipt of notice of default on the part of theFranchisor. This guarantee is binding on the Guarantor and on its successors and assigns.The Guarantor signs this guarantee on the 25th day of April, 2012.GUARANTOR:SAGITTAtaUS RESTAURANTS LLCName: Steven L. BrakeTitle:Chief Financial OfficerW-DT- Guarantte of Pctfonnance (Sagittarius Restaurants) P0167 l)

RED-LINEDFRANCHISE DISCLOSURE DOCUMENTDEL TACO LLCA California limited liability company25521 Commercentre Drive, Suite 200Lake Forest, California 92630(949) 462-9300www.deltaco.comWith this Franchise Disclosure Document (this 'Disclosure Document"), Del Taco LLC isoffering a franchise to operate a Del Taco restaurant.The total investment necessary to begin operation of a Del Taco franchise for each type ofrestaurant and location offered, excluding the cost to purchase or lease your real estate, but includinginitial fees of 46,700 to 47,500 (consisting of the 35,000 initial franchise fee, 10,000promotional fee and technical support costs which are estimated to range from 1,700 to 2,500) thatyou must pay to us, ranges as follows:Standard Prototype (4 56 Seats)Expanded Prototype (502Z Seats)Conversion Prototype (47 Seats)End Cap Prototype (44 Seats)Inline Prototype (44 Seats) 8W;W0ij8L2aa to 632joo jj2jm to 657,700Jljflfl to .miftQto -Shm XM -m i jmThis Disclosure Document summarizes certain provisions of your franchise agreement andother information in plain English. Read this Disclosure Document and all accompanyingagreements carefully. You must receive this disclosure document at least 14 calendar days beforeyou sign a binding agreement with, or make any payment to the franchisor or an affiliate inconnection with the proposed franchise sale or grant. Note, however, that no governmental agencyhas verified the information contained in this documentYou may wish to receive this Disclosure Document in another format that is more convenientfor you. To discuss the availability of disclosures in different formats, please contact.the FranchiseDevelopment Department at 25521 Commercentre Drive, Suite 200, Lake Forest, California 92630,61 : 750 1077.949-462-9300.The terms of your contract will govern your franchise relationship. Do not rely on thisDisclosure Document alone to understand your contract. Read all of your contract carefully. Showyour contract and this Disclosure Document to an advisor, like a lawyer or accountant.Buying a franchise is a complex investment. The information in this Disclosure Documentcan help you make up your mind. More information on franchising, such as "A Consumer's Guide toBuying a Franchise," which can help you understand how to use this Disclosure Document isavailable from the Federal Trade Commission (""FTC'V You can contact the FTC at 1-877-FTCHELP or by writing to the FTC at 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580. Youalso can visit the FTC's home page at www.ftc.gov for additional information. Call your stateagency or visit your public library for other sources of information on franchising.Your state also may have other laws on franchising. Ask your state agencies about them.Date of Issuance: Mav 2. 2011. an amondod .hino 11. 2011 .April 30. 2012.FDD W-DT - 3ft442012 Final FDD Dated 5 2 11, As Amd. 6 M 11,.DOC

STATE COVER PAGEYour state may have a franchise law that requires a franchisor to register or file with a statefranchise administrator before offering or selling in your state. REGISTRATION OF AFRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THEFRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.Call the state franchise administrator listed in Exhibit A for information about the franchisor,about Other franchisors, or about franchising in your state.MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEWUNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU MAY HAVE TO SIGN ANEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TOCONTINUE TO OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHATRIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOUMIGHT HAVE TO ACCEPT IN ORDER TO RENEW.Please consider the following RISK FACTORS before you buy this franchise.1.AS OF THE END OF ITS LAST FISCAL YEAR fJANUARY a.- (U43. 2012 .OURGUARANTOR(SAGITTARIUSRESTAURANTSLLC) HAD ONLY 13,665,47213.062.553 IN CURRENT ASSETS AND HAD 44,671,00737.378.410 INCURRENT LIABILITIES. THIS MEANS THAT FOR EVERY DOLLAR OF LIABILITIESDUE WITHIN ONE YEAR, OUR GUARANTOR HAD ONLY rm35 IN CURRENTASSETS.2.AS OF THE END OF ITS LAST FISCAL YEAR fJANUARY 0 40143 2012 OUR GUARANTOR (SAGITTARIUS RESTAURANTS LLC) HAD NEGATIVE WORKINGCAPITAL OF 31 MILLION AND A NEGATIVE NET INCOME OF 56,736.84?.24.315.857.3.THE FRANCHISE AGREEMENT REQUIRES YOU TO RESOLVEDISPUTES WITH US BY LITIGATION ONLY IN ORANGE COUNTY, CALIFORNIA.OUT OF STATE LITIGATION MAY FORCE YO

UNIFORM FRANCHISE REGISTRATION APPLICATION Minnesota APPLICATION FOR: INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES X RENEWAL APPLICATION OR ANNUAL REPORT PRE-EFFECTIVE AMENDMENT POST-EFFECTIVE MATERIAL AMENDMENT File No Fee: S 1. Name of Franchisor: Del Taco LLC 2. Name of franchise offering: Del Taco 3.