Exhibit 10.2




 




U.S. Restaurant

Properties, Inc.




12240 Inwood Rd.,

Suite 300




Dallas, Texas

75244




 




 




September 25, 2002




 




Mr. Russell Ruhnke,

Principal




Bank of America




Portfolio Management;

Real Estate/Lodging




NCI-007-15-08




100 North Tryon Street,

16th Floor




Charlotte, North Carolina

28255-0001




 




Re:                                Revision

to the terms of that certain conditional waiver letter dated as of July 1, 2002

(the “Conditional Waiver Letter”).




 




Dear Russ:




 




Reference

is hereby made to the Conditional Waiver Letter and that certain $35,000,000

Credit Agreement (the “Credit Agreement”) dated as of May 31, 2002 among U.S.  RESTAURANT PROPERTIES OPERATING L.P.,

a Delaware limited partnership (“USRP Operating” or the “Principal

Borrower”), USRP FUNDING 2002-A, L.P., a Texas limited partnership (the “General

SPE); collectively, with USRP Operating, the “Borrower”), USRP

MANAGING, INC., a Delaware corporation and the general partner of

USRP Operating, as a Guarantor (the “General Partner”), U.S.

RESTAURANT PROPERTIES, INC., a Maryland corporation, as a Guarantor

(“USRP REIT”), the Subsidiary Guarantors (as defined therein), the

Lenders (as defined therein), BANK OF AMERICA, N.A., as Agent for the

Lenders (in such capacity, the “Agent”) and BANC OF AMERICA SECURITIES LLC,

as Sole Lead Arranger and Sole Book Manager (in such capacity “BAS”).  Capitalized terms used herein and not

otherwise defined shall have the meanings set forth in the Credit Agreement or,

if not defined therein, then in the Conditional Waiver Letter.




 




USRP

Operating hereby requests that the Agent continue to provide the waiver and

amendment requested by the Conditional Waiver Letter on the terms and

conditions set forth therein, with the certain changes in the calculation

formulas for the Extension Fees which may become due and owing thereunder.  USRP Operating therefore requests that

clauses (a) through (d) of the Conditional Waiver Letter setting forth the

formulas for calculating the Extension Fees be deemed deleted and replaced with

the following:




 




“(a)                            for

the period including calendar days one (1) through fifteen (15) following the

final day of the Initial Waiver Period, the amount equal to: (i) (A) the

aggregated principal amount of the CD Notes held by the Borrower, less

$6,500,000; divided by (B) $20,000,000; multiplied by (ii)

$15,000;




 




(b)                                 in

addition to the Extension Fees paid pursuant to clause (a), for the period

including calendar days sixteen (16) through thirty (30) following the final

day of the Initial Waiver Period, the amount equal to: (i) (A) the aggregated

principal amount of the CD Notes held by the Borrower, less $6,500,000; divided

by (B) $20,000,000; multiplied by (ii) $20,000;




 





























 




Request for Revision to Terms and Conditions of Conditioned Waiver




September 25, 2002




 




(c)                                  in

addition to the Extension Fees paid pursuant to clauses (a) and (b), for the

period including calendar days thirty-one (31) through sixty (60) following the

final day of the Initial Waiver Period, $45,000; and




 




(d)                                 in

addition to the Extension Fees paid pursuant to clauses (a), (b) and (c), for

the period including calendar days sixty-one (61) through ninety (90) following

the final day of the Initial Waiver Period, $60,000.”




 




In addition, to the

extent this letter is consented to by the Agent, the following language shall

be added to the Conditional Waiver Letter immediately following clause (d)

referenced above:




 




“Extension Fees for the

periods referenced in clauses (a) through (d) above shall accrue as of the

first (1st) day of each such period (regardless of any reduction in

the principal amount of CD Notes held by the Borrower after such day) and shall

be due and payable at any time thereafter on demand by the Agent (for the

benefit of the Lenders); provided, however, that for purposes of clauses (a)

and (b) above, to the extent the principal amount of the CD Notes held by the

Borrower for any reason increases during such period, the Borrower agrees to

pay to the Agent on demand, in addition to the amount owed as of the first day

of such period, an amount equal to (a) any greater amount which would be

calculated pursuant to the applicable clause at any time during the applicable

period, less (b) the amount previously paid by Borrower with respect to

such period.  The foregoing provision

shall not be construed to permit the Borrower to increase the amount of CD

Notes held by it in contravention of the terms of this letter and the Credit

Agreement.”




 




The

Credit Parties hereby restate their acknowledgment and agreement that (a) the

Conditioned Waiver shall be effective only to the extent that the Credit

Parties shall be deemed to be in compliance with Sections 6.19 and 8.6 of the

Credit Agreement despite the Defaults or Events of Default which would

otherwise arise as a result of USRP Operating’s purchase of the CD Notes and to

the extent such Defaults or Events of Default would be caused solely by the

Investment by USRP Operating in the CD Notes; (b) the Conditioned Waiver shall

not be effective as to any other Defaults or Events of Default (whether or not

arising as an indirect result of the purchase of the CD Notes) that may arise

during the Waiver Period, including, without limitation, Defaults or Events of

Default resulting from financial covenant violations under Section 7.11 of the

Credit Agreement or Defaults or Events of Default under Sections 6.19 or 8.6 of

the Credit Agreement which do not relate to the purchase of the CD Notes; and

(c) no terms or conditions of the Credit Agreement or any of the other Credit

Documents shall be modified by the terms hereof except to the extent expressly

set forth herein and no other amendments or waivers are being sought hereby

from the Agent with respect to any other matters.  In addition, the Credit Parties hereby agree to indemnify, defend

and hold harmless the Agent and its respective directors, officers, agents,

employees and counsel from and against any and all losses, claims, damages,

liabilities, deficiencies, judgments or expenses incurred, resulting from or

arising in connection with the purchase of the CD Notes, the Conditioned Waiver

or this letter and agree that all fees, expenses and costs incurred by the

Agent in reviewing, negotiating, drafting and otherwise preparing this letter

shall be paid by us upon demand as fees, costs and expenses incurred in

connection with the Credit Agreement.  Finally, the Credit Parties represent

and warrant that they have no claims, counterclaims, offsets, or defenses to

any of the Credit Documents, or to the performance of their respective

obligations thereunder.  In

consideration of the Agent’s willingness to revise the terms of the Extension

Fees as set forth herein, each of the Credit Parties hereby releases the Agent

and its officers, employees, representatives, counsel, trustees and directors,

from any and all actions, causes of action, claims, demands, damages and

liabilities




 




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of whatever kind or

nature, in law or in equity, now known or unknown, suspected or unsuspected to

the extent that any of the foregoing arises from any action or failure to act

on or prior to the date hereof.




 




If you need any

additional information in order to evaluate this request, please contact

me.  We ask that you countersign this

letter as evidence of the Agent’s consent to the revisions to the Extension Fee

calculation formulas as set forth herein and return this letter to us by fax as

soon as possible.




 




We

appreciate your cooperation and understanding in this matter.  If you have any questions, please do not

hesitate to contact me.




 




	

   


  	

  Very truly yours,


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  U.S. Restaurant Properties Operating, L.P.,


  as Principal Borrower for the Credit Parties


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:  


  	

  USRP Managing, Inc.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

   /s/ Robert J. Stetson


  	

   


  
	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

  Title:  President


  
					





 




 




Acknowledged and

consented to




this 25th day

of September, 2002




 




 




	

  By: 


  	

  /s/ Russell Ruhnke


  	

   


  
	

   


  	

  Russell Ruhnke, on behalf of


  Bank of America, N.A., as Agent


  





 




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