Exhibit

10.1




 




FIRST

AMENDMENT TO CREDIT AGREEMENT




 




This FIRST AMENDMENT TO CREDIT AGREEMENT (the

“First Amendment”) dated as of September      , 2002

by and 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”)

is an amendment to the terms set forth in that

certain $35,000,000 Credit Agreement (the “Credit Agreement”) dated as

of May 31, 2002 among the Borrower, the General Partner, the Subsidiary

Guarantors, the Agent, the Lenders and Banc of America Securities LLC, as Sole

Lead Arranger and Sole Book Manager (in such capacity “BAS”), as

amended or modified by the terms of that certain letter agreement dated as of

July 1, 2002 and that certain letter agreement dated as of the date hereof (together,

the “Letter Agreements”);

capitalized terms used herein and not otherwise defined shall have the meanings

given to such terms in the Credit Agreement, as amended, supplemented, restated

or otherwise modified prior to the date hereof.




 




WHEREAS, the Borrower, General

Partner and the Guarantors have requested and the Lenders and Agent have agreed

to amend the Credit Agreement on the terms and conditions set forth herein;




 




NOW, THEREFORE, for good and

valuable consideration, the receipt of which is hereby acknowledged by the

parties hereto, the parties hereto agree as follows:




 




SECTION 1. 

Amendment to Credit Agreement. 

Section 7.11(b) of the Credit Agreement is hereby deleted in its

entirety and replaced with the following:




 




“(b)         Tangible Net Worth.  At all times the Tangible Net Worth

shall be greater than or equal to the sum of (i) $230,000,000.00, plus

(ii) an amount equal to 85% of the Net Cash Proceeds of any Equity Issuance

received by the Consolidated Parties after December 31, 2001, calculated on a

cumulative basis.”




 




SECTION 2.  Conditions Precedent.  The effectiveness of this First Amendment is

subject to receipt by the Agent of each of the following, each in form and

substance satisfactory to the Agent:




 




(a)  A counterpart of this First Amendment duly

executed by the Borrower, the Guarantors and each of the Lenders; and




 




(b)  Such other documents, instruments and

agreements as the Agent may reasonably request.




 




SECTION 3.  Representations.  The Borrower, General Partner and each of

the other Guarantors collectively represent and warrant to the Agent and the

Lenders that:




 




(a)  Authorization.  The Borrower, General Partner and each other Guarantor, respectively, has the

right and power and has obtained all authorizations necessary to execute and deliver

this First Amendment and to perform its respective obligations hereunder and

under the Credit Agreement, as amended by this First Amendment, in accordance

with their respective terms.  This First

Amendment has been duly executed and delivered by a duly authorized officers of

the Borrower, General Partner and each other Guarantor, respectively, and each

of this First Amendment and the Credit Agreement, as amended by this First

Amendment, is a legal, valid and binding obligation of the Borrower, General

Partner and each other Guarantor (each as applicable), enforceable against the

Borrower, General Partner and each other Guarantor (each as applicable) in

accordance with its respective terms, except as the same may be limited by

bankruptcy, insolvency, and other similar laws affecting the rights of

creditors generally and the availability of equitable remedies for the

enforcement of certain obligations contained herein or therein may be limited

by equitable principles generally.




 




(b)  Compliance

with Laws, etc.  The execution and

delivery by the Borrower, General Partner and the other Guarantors of this

First Amendment and the performance by the Borrower, General Partner and/or the

other




 





























 




Guarantors of this First Amendment and the Credit Agreement, as amended

by this First Amendment, in accordance with their respective terms, does not

and will not, by the passage of time, the giving of notice or otherwise: (i)

require any Governmental Approval or violate any Applicable Law (including all

Environmental Laws) relating to the Borrower, General Partner, any of the other

Guarantors or any other Consolidated Party; (ii) conflict with, result in a

breach of or constitute a default under the organizational documents of the

Borrower, General Partner, any of the other Guarantors or any other

Consolidated Party, or any indenture, agreement/or other instrument to which

the Borrower, General Partner, any of the other Guarantors or any other

Consolidated Party is a party or by which it or any of its respective properties

may be bound; or (iii) result in or require the creation or imposition of any

Lien upon or with respect to any property now owned or hereafter acquired by

the Borrower, General Partner, any other Guarantor or any other Consolidated

Party other than in favor of the Agent for the benefit of the Lenders; and




 




(c)  No Default.  No Default or Event of Default has occurred and is continuing as

of the date hereof nor will exist immediately after giving effect to this First

Amendment.




 




SECTION 4.  Reaffirmation of Representations.  The Borrower, General Partner and each of

the other Guarantors hereby repeat and reaffirm all representations and

warranties made by such party to the Agent and the Lenders in the Credit

Agreement and the other Credit Documents to which it is a party on and as of

the date hereof (or, if any representation and warranty expressly relates to an

earlier date, on and as of such earlier date) with the same force and effect as

if such representations and warranties were set forth in this First Amendment

in full.




 




SECTION 5.  Reaffirmation of Guaranty.  The General Partner and each of the other

Guarantors hereby each reaffirm their continuing guaranty obligations to the

Agent and the Lenders under the Credit Agreement and agree that the transactions

contemplated by the Letter Agreements and this First Amendment shall not in any

way affect the validity and enforceability of their respective guaranties or

the Credit Agreement or reduce, impair or discharge their obligations

thereunder.




 




SECTION 6.  Affirmation of Documents.  Each of the undersigned Credit Parties

hereby acknowledges and consents to the terms, conditions and revisions set

forth in each of the Letter Agreements and this First Amendment.




 




SECTION 7. Certain

References.  Each reference to the

Credit Agreement in any of the Credit Documents shall be deemed to be a

reference to the Credit Agreement as amended by the Letter Agreements and this

First Amendment.




 




SECTION 8.  Expenses.  The Borrower shall reimburse the Agent upon demand for all

reasonable costs and expenses (including reasonable attorneys’ fees) incurred

by the Agent in connection with the preparation, negotiation and execution of

this First Amendment and the other agreements and documents executed and

delivered in connection herewith.




 




SECTION 9.  Benefits.  This First Amendment shall be binding upon and shall inure to the

benefit of the parties hereto and their respective successors and assigns.




 




SECTION 10.  Release.  Each

Credit Party hereby releases the Agent, the Lenders, BAS, and each of their

respective officers, employees, representatives, agents, counsel and directors

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

liabilities 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.




 




SECTION 11.  GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA

APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.




 




SECTION 12.  Effect.  Except as expressly herein amended, the terms and conditions of

the Credit Agreement and the other Credit Documents remain in full force and

effect.  The amendments contained herein

shall be deemed to have prospective application only, unless otherwise

specifically stated herein.




 




SECTION 13.  Counterparts.  This First Amendment may be executed in any

number of counterparts, each of which shall be deemed to be an original and

shall be binding upon all parties, their successors and assigns.




 




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[Remainder of Page

Left Intentionally Blank – Additional Signature Pages Attached]




 




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IN WITNESS

WHEREOF, each of the

parties hereto has caused a counterpart of this First Amendment to be duly

executed and delivered as of the date hereof.




 




 




	

  BORROWER:


  	

  U.S.  RESTAURANT  PROPERTIES OPERATING, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  USRP MANAGING, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:

  


  	

  /s/

  Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP

  FUNDING 2002-A, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:  USRP (SFGP) 2, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  


  	

  /s/

  Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  GENERAL PARTNER:


  	

   


  	

   


  
	

   


  	

  USRP

  MANAGING, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  


  	

  /s/

  Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  President


  
	

   


  	

   


  	

   


  
	

  USRP REIT:


  	

   


  	

   


  
	

   


  	

  U.S.  RESTAURANT PROPERTIES, INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

  SUBSIDIARY


  	

   


  	

   


  
	

  GUARANTORS:


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  ARKANSAS RESTAURANTS

  #10, L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: North American

  Restaurant Management, Inc.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
									





 




4





























 




	

   


  	

  RESTAURANT PROPERTY

  PARTNERS, L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: Restaurant Funding,

  Inc


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  SOUTHEAST FAST–FOOD

  PARTNERS, L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: Bulldog Management,

  Inc.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (66), LTD.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP1, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (FAIN 10), L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP5, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




5





























 




	

   


  	

  USRP (KATY), L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP8, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (LAVID), L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (PAC), L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP (Cap), Inc.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (QUEST), L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP4, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (SAN ANTONIO),

  LTD.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
								





 




6





























 




	

   


  	

  USRP (T&C), L.P.,


  
	

   


  	

  a Texas limited

  partnership


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: USRP GP3, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

  BULLDOG MANAGEMENT,

  INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  NORTH AMERICAN

  RESTAURANT MANAGEMENT, INC.,


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  RESTAURANT FUNDING,

  INC.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  PINNACLE RESTAURANT

  GROUP, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (ACQUISITION),

  LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




7





























 




	

   


  	

  USRP (BC), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (BILL), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (BOB), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (CAL), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (CAP), INC.


  
	

   


  	

  a Texas corporation


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (CARROLL), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
								





 




8





























 




	

   


  	

  USRP (CENTRAL AVENUE),

  LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (CHRIS), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (DEEDEE), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (DON), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (FINANCE), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title:  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (FRED), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




9





























 




	

   


  	

  USRP (GANT1), LLC,


  
	

   


  	

  a Texas limited liability

  company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (GANT2), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (GOLD), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP GP, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP GP1, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP GP3, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




10





























 




	

   


  	

  USRP GP4, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP GP5, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP GP8, LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (ILLINOIS), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (JENNIFER), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (JONES), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




11





























 




	

   


  	

  USRP (JV2), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (MANAGER), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (MIDON), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (MINNESOTA), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (MISSOURI), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (MOLLY), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




12





























 




	

   


  	

  USRP (PALMA), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (PAT), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (POPEYE’S), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (RIBBIT), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (SARAH), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (ST.  LOUIS), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
						





 




13





























 




	

   


  	

  USRP (STEVE), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (SUSI), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (SYBRA), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (VALERIE), LLC,


  
	

   


  	

  a Texas limited

  liability company


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  FUEL SUPPLY, INC.


  
	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Valerie S.

  Siverling


  	

   


  
	

   


  	

   


  	

  Name:  Valerie S. Siverling


  
	

   


  	

   


  	

  Title: 

  Secretary


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  PINNACLE RESTAURANT GROUP II, LLC


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  Manager


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (CAROLINA), LTD.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Restaurant Acquisition

  Corp.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
							





 




14





























 




	

   


  	

  USRP (LINCOLN), LTD.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Restaurant Acquisition

  Corp.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (NORMAN), LTD.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  Restaurant Acquisition

  Corp.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP (WEST VIRGINIA)

  PARTNERS, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  USRP Renovation Corp.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J.Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  U.S. RESTAURANT

  PROPERTIES DEVELOPMENT, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:  Restaurant Contractor Corp.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  RESTAURANT RENOVATION

  PARTNERS, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By: Restaurant

  Acquisition Corp.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  RESTAURANT ACQUISITION

  CORP.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
						





 




15





























 




	

   


  	

  RESTAURANT CONTRACTOR

  CORP.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  USRP RENOVATION CORP.


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

  By:


  	

  /s/ Robert J. Stetson


  	

   


  
	

   


  	

   


  	

  Name:  Robert J. Stetson


  
	

   


  	

   


  	

  Title: 

  President


  





 




 




[remainder of page

left intentionally blank –additional signature page to follow]




 




16





























 




	

  LENDERS:


  	

  BANK OF AMERICA, N.A.


  
	

   


  	

  individually

  in its capacity as a


  
	

   


  	

  Lender

  and in its capacity as Agent


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/

  Russ Ruhnke


  	

   


  
	

   


  	

  Name:  Russ Ruhnke


  
	

   


  	

  Title:  Principal


  





 




17