Exhibit
10.2


 


SIXTH
AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS


 


Dated as of
September 30, 2003


 


This SIXTH AMENDMENT TO CREDIT
AGREEMENT AND CREDIT DOCUMENTS (this “Agreement” or this “Sixth
Amendment”) 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”), USRP (S&C), LLC, a Texas limited
liability company (“S&C”), USRP
HOLDING CORP., a Texas corporation (“USRP Holding”;
collectively, with the Principal Borrower, the General SPE and S&C, the “Borrower”;
provided, that representations and warranties of the Borrower contained herein
shall be deemed to be made by each of them), 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 in the Credit Agreement referenced below), the Lenders
(as defined in the Credit Agreement), 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 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 September,
2002, as further amended by that certain First Amendment to Credit Agreement
dated as of September, 2002, as further amended by that certain Assignment of
Account (Borrower Collateral Accounts), Agreement Relating to Letters of Credit
and Second Amendment to Credit Agreement dated as of April 30, 2003, as
further amended by that certain Third Amendment to Credit Agreement dated as of
May 31, 2003, as further amended by that certain Fourth Amendment to
Credit Agreement dated as of June 30, 2003 and as further amended by that
certain Fifth Amendment to Credit Agreement and Credit Documents dated as of
July 31, 2003 (collectively, as the same may have be further amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”); capitalized terms used herein and not otherwise defined shall
have the meanings given to such terms in the Credit Agreement.


 


WHEREAS, the
Borrower has requested that the Lenders amend the Credit Agreement in
accordance with the terms hereof; and


 


WHEREAS, the
Lenders have agreed, based on Borrower’s request, 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:


 


1.             Amendment to
Credit Agreement.  Section 3.4(b)
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(b)         Mandatory Reduction of
Revolving Committed Amount. 
Notwithstanding anything contained herein to the contrary, the Revolving
Committed Amount shall, on October 31, 2003, be automatically and
immediately reduced to $20,000,000.00 (and the Revolving Commitments will be
reduced accordingly on a pro rata basis). 
The Borrower shall, concurrently with such reduction in the Revolving
Committed Amount, repay the Loans to the extent required in Section 3.3(b)
hereof.”


 


2.             Reaffirmation
of Representations.  The
Borrower, General Partner and each of the other Guarantors hereby repeat and
reaffirm all representations and warranties (as modified, supplemented or
amended herein) 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 Agreement in
full.  Each of the undersigned Credit
Parties hereby acknowledges and consents to the terms, conditions and revisions
set forth in this Agreement.


 

















 


3.             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 this Agreement 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.


 


4.             Conditions
Precedent.  The effectiveness of
this Agreement 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
Agreement duly executed by each of the parties listed in the preamble hereof;


 


(b)           payment by Borrower of
all outstanding fees and expenses of the Agent, the Issuing Lender, the
Collateral Agent, each Lender and the Agent’s, Issuing Lender’s, Collateral
Agent’s and Lenders’ counsel (if any) incurred in connection with the
preparation of this Agreement and all other fees and expenses relating to the
preparation, execution and delivery of this Agreement or otherwise related to
the Credit Agreement or the Credit Documents which are due and payable on the
date hereof or as of the date of the applicable advance, including, without
limitation, payment to the Agent, Issuing Lender, Collateral Agent and the
Lenders of attorneys’ fees, consultants’ fees, travel expenses, all fees and
expenses associated with prior transactions entered into or contemplated by and
between Borrower and the Agent, Collateral Agent, Issuing Lender and/or the
Lenders and all other fees and expenses due and then-owing from the Borrower to
the such Persons pursuant to the terms hereof and the Credit Documents; and


 


(c)           such
other documents, instruments and agreements as the Agent may reasonably
request.


 


5.             Additional
Representations.  Each Borrower,
the 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 Agreement and to perform
its respective obligations hereunder and under the Credit Agreement and Credit
Documents, as amended by this Agreement, in accordance with their respective
terms.  This Agreement 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 Agreement and
the Credit Agreement and Credit Documents, as amended by this Agreement, 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
Agreement and the performance by the Borrower, General Partner and/or the other
Guarantors of this Agreement and the Credit Agreement and Credit Documents, as
amended by this Agreement, 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 Agreement.


 


2

















 


6.             Waivers; Delays; Omissions.  No waiver by Lenders of any default shall be
deemed to be a waiver of any other subsequent default, nor shall any such
waiver by Lenders be deemed to be a continuing waiver.  No delay or omission by Lenders in
exercising any right or power hereunder, or under any other writings executed
by Assignor or any obligor as security for or in connection with the Credit
Party Obligations, shall impair any such right or power or be construed as a
waiver thereof or any acquiescence therein, nor shall any single or partial
exercise of any such right or power preclude other or further exercise thereof,
or the exercise of any other right or power of Lenders hereunder or under such
other writings.


 


7.             Maximum Applicable Interest Rates.  No provision herein or in any promissory
note, instrument, or any other document, instrument or agreement evidencing the
Credit Party Obligations shall require the payment or permit the collection of
interest in excess of the maximum permitted by law. If any excess of interest
in such respect is provided for herein or in any such promissory note,
instrument, or any other document, instrument or agreement, the provisions of
this paragraph shall govern, and no obligor shall be obligated to pay the
amount of such interest to the extent that it is in excess of the amount
permitted by law. The intention of the parties being to conform strictly to the
usury laws now in force, all promissory notes, instruments, and other
documents, instruments or agreements evidencing the Credit Party Obligations
shall be held subject to reduction to the amount allowed under said usury laws
as now or hereafter construed by the courts having jurisdiction.


 


8.             Default.  The failure of the Borrower or any of the
Guarantors to perform any of their respective obligations under this Agreement
or the material falsity of any representation or warranty made herein shall, at
the option of the Agent and/or Lenders (as determined in accordance with the
Credit Agreement) after expiration of any applicable cure period, constitute an
Event of Default under the Credit Documents.


 


9.             GOVERNING
LAW.  THIS AGREEMENT 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.


 


10.          Successors and Assigns.  This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.   No Credit Party shall transfer or assign
any of their respective rights or obligations hereunder without the prior
written consent of the Agent.


 


11.          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 this Agreement.


 


12.          Expenses.  The Borrower shall reimburse the Collateral
Agent, Issuing Lender, Agent and Lenders upon demand for all reasonable costs
and expenses (including reasonable attorneys’ fees) incurred by the such
Persons in connection with the preparation, negotiation and execution of this
Agreement and the other agreements and documents executed and delivered in
connection herewith.


 


13.          Release.  Each Credit Party hereby represents and
warrants that it has no claims, counterclaims, offsets, or defenses to any of
the Credit Documents, or to the performance of their respective obligations
thereunder and, in consideration of the Lenders’ and Agent’s willingness to
grant the amendment referenced herein, hereby releases the Issuing Lender,
Agent, the Collateral 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.


 


14.          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.


 


15.          No Novation.
The parties hereto intend this Agreement to evidence the amendments to the
terms of the existing indebtedness of the Borrower and Guarantors to the
Lenders as specifically set forth herein and do not intend for such
amendments to constitute a novation in any manner whatsoever.


 


3

















 


16.          Counterparts.  This Agreement 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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IN
WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Agreement to be duly executed and delivered as of the date
hereof.


 


 


	
  PRINCIPAL
  BORROWER:

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  USRP MANAGING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  GENERAL SPE:

  	
   

  
	
   

  	
   

  	
  USRP
  FUNDING 2002-A, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  USRP (SFGP) 2, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  S&C:

  	
   

  	
   

  
	
   

  	
   

  	
  USRP
  (S&C), LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  USRP Holding Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  USRP
  HOLDING CORP.:

  	
   

  
	
   

  	
   

  	
  USRP
  HOLDING CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  GENERAL
  PARTNER:

  	
   

  	
   

  
	
   

  	
   

  	
  USRP
  MANAGING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
  USRP REIT:

  	
   

  	
   

  
	
   

  	
   

  	
  U.S.  RESTAURANT PROPERTIES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


5

















 


	
  SUBSIDIARY
  GUARANTORS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ARKANSAS RESTAURANTS #10, L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: North American Restaurant Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESTAURANT PROPERTY PARTNERS, L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Restaurant Funding, Inc

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SOUTHEAST FAST-FOOD PARTNERS, L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Bulldog Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (66), LTD.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP1, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (FAIN 10), L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP5, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


6

















 


	
   

  	
   

  	
  USRP (KATY), L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP8, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (LAVID), L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (PAC), L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP (Cap), Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (QUEST), L.P.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP4, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (SAN ANTONIO), LTD.,

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
							



 


7

















 


	
   

  	
   

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

  
	
   

  	
   

  	
  a Texas limited partnership

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: USRP GP3, LLC

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BULLDOG MANAGEMENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NORTH AMERICAN RESTAURANT
  MANAGEMENT, INC.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESTAURANT FUNDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PINNACLE RESTAURANT GROUP, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (ACQUISITION), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
							



 


8

















 


	
   

  	
   

  	
  USRP (BC), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (BILL), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (BOB), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (CAL), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (CAP), INC.

  
	
   

  	
   

  	
  a Texas corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (CARROLL), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
							



 


9

















 


	
   

  	
   

  	
  USRP (CENTRAL AVENUE), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (CHRIS), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (DEEDEE), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (DON), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (FINANCE), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (FRED), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


10

















 


	
   

  	
   

  	
  USRP (GANT1), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (GANT2), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (GOLD), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP GP, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP GP1, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP GP3, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


11

















 


	
   

  	
   

  	
  USRP GP4, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP GP5, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP GP8, LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (ILLINOIS), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (JENNIFER), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
							



 


12

















 


	
   

  	
   

  	
  USRP (JONES), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (JV2), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (MANAGER), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (MIDON), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (MINNESOTA), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  	
   

  
							



 


13

















 


	
   

  	
   

  	
  USRP (MISSOURI), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (MOLLY), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (PALMA), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (PAT), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (POPEYE’S), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (RIBBIT), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


14

















 


	
   

  	
   

  	
  USRP (SARAH), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (ST.  LOUIS), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (STEVE), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (SUSI), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (SYBRA), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


15

















 


	
   

  	
   

  	
  USRP (VALERIE), LLC,

  
	
   

  	
   

  	
  a Texas limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FUEL SUPPLY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PINNACLE RESTAURANT GROUP II, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (CAROLINA), LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Restaurant Acquisition Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (LINCOLN), LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Restaurant Acquisition Corp.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP (NORMAN), LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Restaurant Acquisition Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
							



 


16

















 


	
   

  	
   

  	
  USRP (WEST VIRGINIA) PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  USRP Renovation Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 
  Restaurant Contractor Corp.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESTAURANT RENOVATION PARTNERS,
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: Restaurant Acquisition Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESTAURANT ACQUISITION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RESTAURANT CONTRACTOR CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  USRP RENOVATION CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
   

  	
  Title: Chief Financial
  Officer

  



 


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17

















 


	
  AGENT/ISSUING
  LENDER/LENDER/COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  BANK OF
  AMERICA, N.A., in its
  capacity as Agent,

  Issuing Lender, sole Lender and Collateral Agent

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


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