Exhibit 10.6


 


 




INTERCREDITOR AGREEMENT


 





Dated as of November 4, 2003


 


by and among


 


BANK OF AMERICA, N.A., as Collateral Agent


 


and


 


U.S.  RESTAURANT PROPERTIES
OPERATING L.P. (“USRP Operating”),

USRP FUNDING 2002-A, L.P. (the “General SPE”),

USRP (S&C), LLC, a Texas limited liability company (“S&C”),

USRP (JV1), LLC, a Texas limited liability company (“JV1”),

USRP/HCI PARTNERSHIP 1, L.P., a Texas limited partnership (“HCI”),

USRP HOLDING CORP., a Texas corporation (“USRP Holding),

as, collectively, the “Borrower,”




USRP MANAGING, INC. (the “General Partner”),

the General Partner of the Borrower, as a Guarantor,

U.S.  RESTAURANT PROPERTIES, INC. (the
“USRP REIT”),

as a Guarantor, and

THE SUBSIDIARIES OF THE BORROWER, GENERAL PARTNER AND THE USRP REIT

FROM TIME TO TIME PARTY HERETO,

as guarantors (the “Guarantors”; collectively, with  the Borrower, the “Credit Parties”),




and


 




CERTAIN OF THE CREDITORS
OF THE CREDIT PARTIES


 





 

















 


Table of
Contents


 


	
  SECTION 1

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2

  	
  THE COLLATERAL AGENT

  	
   

  
	
   

  	
  Section 2.1

  	
  Appointment and
  Authorization.

  	
   

  
	
   

  	
  Section 2.2

  	
  Duties.

  	
   

  
	
   

  	
  Section 2.3

  	
  Agents and
  Attorneys-in-fact.

  	
   

  
	
   

  	
  Section 2.4

  	
  Limitation on Liability.

  	
   

  
	
   

  	
  Section 2.5

  	
  Reliance.

  	
   

  
	
   

  	
  Section 2.6

  	
  Notice of Default.

  	
   

  
	
   

  	
  Section 2.7

  	
  No Representations.

  	
   

  
	
   

  	
  Section 2.8

  	
  Indemnification.

  	
   

  
	
   

  	
  Section 2.9

  	
  Resignation
  and Removal of Collateral Agent.

  	
   

  
	
   

  	
  Section 2.10

  	
  Collateral
  Agent under Security Instruments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
  ENFORCEMENT, PRIORITY
  AND DISTRIBUTION OF COLLATERAL PROCEEDS

  	
   

  
	
   

  	
  Section 3.1

  	
  Enforcement
  With Respect to Collateral.

  	
   

  
	
   

  	
  Section 3.2

  	
  Cooperation of Secured
  Parties.

  	
   

  
	
   

  	
  Section 3.3

  	
  Priority of Interests.

  	
   

  
	
   

  	
  Section 3.4

  	
  Distributions.

  	
   

  
	
   

  	
  Section 3.5

  	
  Waivers of Rights.

  	
   

  
	
   

  	
  Section 3.6

  	
  Additional Collateral.

  	
   

  
	
   

  	
  Section 3.7

  	
  Pari Passu Nature of
  Obligations.

  	
   

  
	
   

  	
  Section 3.8

  	
  Payments.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  
	
   

  	
  Section 4.1

  	
  Representation of
  the Revolver Agent.

  	
   

  
	
   

  	
  Section 4.2

  	
  Representation
  of the Term Loan Agent.

  	
   

  
	
   

  	
  Section 4.3

  	
  Representations of
  All Signatories.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
  AGREEMENTS AMONG THE
  SECURED PARTIES

  	
   

  
	
   

  	
  Section 5.1

  	
  Independent
  Actions by Secured Parties.

  	
   

  
	
   

  	
  Section 5.2

  	
  Relation of Secured
  Parties.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
  Section 6.1

  	
  Entire
  Agreement and Consistent Provisions; Closing Date.

  	
   

  
	
   

  	
  Section 6.2

  	
  Notices.

  	
   

  
	
   

  	
  Section 6.3

  	
  Successors and Assigns.

  	
   

  
	
   

  	
  Section 6.4

  	
  Consents, Amendment,
  Waivers.

  	
   

  
	
   

  	
  Section 6.5

  	
  Governing Law.

  	
   

  
	
   

  	
  Section 6.6

  	
  Counterparts.

  	
   

  
	
   

  	
  Section 6.7

  	
  Sale of Interest.

  	
   

  
	
   

  	
  Section 6.8

  	
  Severability;
  Repurchase in the Event of Avoidance Actions.

  	
   

  
	
   

  	
  Section 6.9

  	
  Terms of Agreement.

  	
   

  
	
   

  	
  Section 6.10

  	
  Delivery Payments.

  	
   

  
	
   

  	
  Section 6.11

  	
  Reimbursement/Indemnification.

  	
   

  
					



 


i

















 


Schedules


 


Schedule A – Form of ICA Joinder Agreement


 


ii

















 


INTERCREDITOR
AGREEMENT


 


This
INTERCREDITOR AGREEMENT, dated as of November 4, 2003 (this “Agreement”)
is by and among:


 


a.                                       Each
of the “Lenders” (such “Lenders” being referred to herein as the “Revolving
Lenders”) under that certain $50 million revolving Credit Agreement dated
as of the date hereof 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 (JV1), LLC, a Texas
limited liability company (“JV1”), USRP/HCI PARTNERSHIP 1, L.P., a Texas
limited partnership (“HCI”), USRP HOLDING CORP., a Texas corporation (“USRP
Holding”; and together with the Principal Borrower, the General SPE,
S&C, JV1 and HCI, 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;
collectively with the General Partner and USRP REIT, the “Guarantors”),
the Lenders (as defined therein), BANK OF AMERICA, N.A., as Agent for the
Lenders (in such capacity, the “Revolver Agent”; collectively with the
Revolving Lenders, the “Revolver Creditors”) and as issuing lender and
BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole
Book Manager (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Revolving Credit Agreement”);


 


b.                                      Each
of the “Lenders” (such “Lenders” being referred to herein as the “Term Loan
Lenders”) under that certain $35 million Term Loan Credit Agreement dated
as of the date hereof among the Borrower, the Guarantors, the Lenders (as
defined therein), BANK OF AMERICA, N.A., as Agent for the Lenders (in such
capacity, the “Term Loan Agent”; collectively, with the Term Loan
Lenders, the “Term Loan Creditors”) and BANC OF AMERICA SECURITIES LLC,
as Sole Lead Arranger and Sole Book Manager (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Term
Loan Agreement”);


 


c.                                       Bank
of America, N.A., a national banking association (“Bank of America”), as
Revolving Agent, as Term Loan Agent and as collateral agent (in such capacity,
and together with its successors and permitted assigns, the “Collateral
Agent”) for the Revolver Creditors and the Term Loan Creditors
(collectively, the “Secured Parties”); and


 


d.                                      The
Borrower and each of the Guarantors (collectively, the “Credit Parties”).


 


All
capitalized terms used in this Agreement shall have the meanings assigned
thereto in Section 1.


 


R E C I
T A L S:


 


A.                                   Pursuant
to the Revolving Credit Agreement, the Revolving Lenders have made or have
committed to make certain loans and advances to the Borrower (the “Revolving
Loans”) and have issued or have committed to issue letters of credit for
the benefit of the Borrower (the “Revolving LCs”; collectively with the
Revolving Loans, the “Revolving Advances”).  The Guarantors have guaranteed repayment of the Revolving
Advances and all other amounts due and owing by the Borrower under the
Revolving Credit Agreement and the “Credit Documents” as defined therein (the “Revolving
Credit Documents”).


 


B.                                     Pursuant
to the Term Loan Agreement, the Term Loan Lenders have made or have committed
to make certain term loans and advances to the Borrower (the “Term Loans”).
The Guarantors have guaranteed repayment of the Term Loans and all other amounts
due and owing by the Borrower under the Term Loan Agreement and the “Credit
Documents” as defined therein (the “Term Loan Documents”; collectively,
with the Revolving Credit Documents, the “Subject Documents”).


 


C.                                     The
Revolving Advances and the other amounts due and owing by Borrower under the
Revolving Credit Documents (collectively, the “Revolving Loan Obligations”)
and the Term Loans and the other amounts due and owing by Borrower under the
Term Loan Documents (collectively, the “Term Loan Obligations”) are each
secured by (i) that certain Pledge and
Security Agreement entered into by USRP Holding as of the date hereof in


 

















 


favor
of the Collateral Agent and for the benefit of the Secured Parties; (ii) that
certain Pledge and Security Agreement entered into by USRP Operating as of the
date hereof in favor of the Collateral Agent and for the benefit of the Secured
Parties; (iii) each of the “Security Documents” as defined in the Revolving
Credit Agreement; and (iv) each of the “Security Documents” as defined in the
Term Loan Agreement (collectively, the “Security Instruments”).


 


D.                                    This
Agreement is for the purpose of governing, inter alia, the allocations of
Distributions (as defined herein) among the Revolver Creditors and the Term
Loan Creditors.


 


NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


SECTION 1


 


DEFINITIONS


 


Capitalized
terms used herein and not otherwise defined shall have the meanings given to
such terms in the Revolving Credit Agreement. 
The following terms shall have the meanings assigned to them below in
this Section 1 or in the provisions of this Agreement referred to below:


 


“Additional
Lien” shall have the meaning assigned thereto in Section 3.6 below.


 


“Affiliate”
means, with respect to any Person, any other Person (i) directly or
indirectly controlling or controlled by or under direct or indirect common
control with such Person or (ii) directly or indirectly owning or holding
five percent (5%) or more of the Capital Stock in such Person.  For purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the foregoing.


 


“Agent
Parties” or “Agent Party” shall have the meaning assigned thereto in
Section 2.4 below.


 


“Agreement”
shall have the meaning assigned thereto in the introductory paragraph hereof.


 


“Bank
of America” shall have the meaning assigned thereto in clause (c) of the
introductory paragraph hereof.


 


“Borrower”
shall have the meaning assigned thereto in clause (a) of the introductory
paragraph hereof.


 


“Business
Day” shall mean any day which is not a Saturday, Sunday or a day on which
commercial banks are authorized or obligated by law, executive order or
governmental decree to be closed in Charlotte, North Carolina or Chicago,
Illinois.


 


“Closing
Date” shall mean the date hereof.


 


“Collateral”
shall mean all assets (including, without limitation, real property, personal
property and fixtures) of the Borrower and the Subsidiary Guarantors, both
tangible and intangible, subject to the Liens established by the Security
Instruments.


 


“Collateral
Agent” shall have the meaning assigned thereto in clause (c) of the
introductory paragraph hereof.


 


 “Collateral Proceeds” shall mean and
include the proceeds of any sale or disposition of any of the Collateral in
connection with (i) the enforcement of the Liens granted pursuant to the
Security Instruments or (ii) any other exercise of the rights of the Collateral
Agent on behalf of the Secured Parties pursuant to the Security Instruments and
this Agreement.


 


2

















 


“Credit
Parties” shall have the meaning assigned thereto in clause (d) of the
introductory paragraph hereof.


 


“Default
Notice” shall have the meaning assigned thereto in Section 3.2(a)
below.


 


“Disallowed
Obligation” shall have the meaning ascribed thereto in Section 6.8(a)
below.


 


“Distribution”
shall mean any and all payments or distributions (direct or indirect) of any
kind or character (whether such payments or distributions are attributable to
Collateral or to assets or property other than Collateral and whether in the
form of cash or any other property) in respect of any of the Secured
Obligations, including, without limitation:


 


(i)                                     any
voluntary payment or distribution with respect to the Secured Obligations
(including any prepayment (whether optional or otherwise) or any purchase of
any of the Secured Obligations) by any Credit Party;


 


(ii)                                  any
setoff or assertion of a banker’s lien or similar right (including, without
limitation, any secured lien arising therefrom under the Bankruptcy Code);


 


(iii)                               any distribution of
proceeds from any exercise of rights or remedies by any Secured Party
(including, without limitation, any Collateral Proceeds);


 


(iv)                              all
payments and other distributions (including, without limitation, payments made
through setoff of deposit balances or otherwise or payments or recoveries from
any security interest granted to any Secured Party) made pursuant to the terms
of any Security Instrument or the exercise of any rights (statutory or
otherwise) by Revolver Agent, Term Loan Agent or any Agent Party;


 


(v)                                 any
cash collateralization of any obligation in respect of any Letter of Credit or
other Secured Obligation; and


 


(vi)                              any
payment or other distribution from the estate of any Credit Party in connection
with any Bankruptcy Event.


 


“Enforcement”
shall mean taking any action seeking remedies with respect to the Collateral or
pursuing enforcement (judicial or otherwise) with respect to any of the Liens
granted under the Security Instruments. 
For the avoidance of doubt, “Enforcement” shall not include (i)
filing any involuntary petition of bankruptcy or similar action with respect to
any Credit Party or (ii) any action permitted by Section 5.1.


 


“Enforcement
Notice” shall mean any written notice delivered in accordance with
Section 2.2(a) of this Agreement stating that an Event of Default has
occurred and identifying the document(s) under which such Event of Default has
occurred, and clearly identified as any Enforcement Notice as required by
Section 2.6 below.


 


“General
Partner” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“General
SPE” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“Guarantors”
shall have the meaning assigned thereto in clause (a) of the introductory
paragraph hereof.


 


“HCI”
shall have the meaning assigned thereto in clause (a) of the introductory paragraph
hereof.


 


“ICA
Joinder Agreement” shall mean an ICA Joinder Agreement substantially in the
form of Exhibit C, as the same may be executed and delivered by a transferee or
assignee of a Secured Party hereto.


 


“Indemnified
Liabilities” shall have the meaning assigned thereto in Section 2.8
below.


 


3

















 


“Indemnity
Share” shall have the meaning assigned thereto in Section 2.8 below.


 


“Intercreditor
Agreement” shall mean this Agreement.


 


“Interest
Payables” shall have the meaning assigned thereto in Section 3.4(b)
below.


 


“JV1”
shall have the meaning assigned thereto in clause (a) of the introductory
paragraph hereof.


 


“Non-indemnifying
Secured Party” shall have the meaning assigned thereto in Section 2.8
below.


 


“Non-Paying
Secured Party” shall have the meaning specified in Section 3.4(c)
below.


 


“Non-Returning
Secured Party” shall have the meaning specified in Section 3.4(d)
below.


 


“Other
Payables” shall have the meaning assigned thereto in Section 3.4(b) below.


 


“Principal
Borrower” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“Principal
Payables” shall have the meaning assigned thereto in Section 3.4(b)
below.


 


“Required
Revolving Lenders” shall have the meaning given to such term in the
Revolving Credit Agreement.


 


“Required
Secured Parties” shall mean the “Required Lenders” as such term is defined
in the Revolving Credit Agreement as of the date hereof.


 


“Required
Term Loan Lenders” shall have the meaning given to such term in the Term
Loan Agreement.


 


“Returned
Amount” shall have the meaning assigned thereto in Section 3.4(d)
below.


 


“Returned
Amount Share” shall have the meaning assigned thereto in
Section 3.4(d) below.


 


“Revolver
Agent” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“Revolving
Advances” shall have the meaning assigned thereto in the recitals hereof.


 


“Revolving
Credit Agreement” shall have the meaning assigned thereto in clause (a) of
the introductory paragraph hereof.


 


“Revolving
Credit Documents” shall have the meaning assigned thereto in the recitals
hereof.


 


“Revolving
Creditors” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“Revolving
LCs” shall have the meaning assigned thereto in the recitals hereof.


 


“Revolving
Lenders” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“Revolving
Loan Obligations” shall have the meaning assigned thereto in the recitals
hereof.


 


“Revolving
Loans” shall have the meaning assigned thereto in the recitals hereof.


 


“S&C”
shall have the meaning assigned thereto in clause (a) of the introductory
paragraph hereof.


 


4

















 


“Secured
Obligations” means a collective reference to the Revolving Loan Obligations
and the Term Loan Obligations.


 


“Secured
Parties” shall have the meaning assigned thereto in clause (c) of the
introductory paragraph hereof.


 


“Security
Instruments” shall have the meaning assigned thereto in the recitals
hereof.


 


“Security
Termination Date” shall mean the date on which all of the Secured
Obligations are fully and indefeasibly satisfied and paid in full and each of
the Security Instruments has been terminated or released.


 


“Subject
Documents” shall have the meaning assigned thereto in the recitals hereof.


 


“Subject
Event of Default” shall mean either (a) an uncured “Event of Default” as
such term is defined in the Revolving Credit Agreement or (b) an uncured “Event
of Default” as such term is defined in the Term Loan Agreement.


 


“Term
Loan Agent” shall have the meaning assigned thereto in clause (b) of the
introductory paragraph hereof.


 


“Term
Loan Agreement” shall have the meaning assigned thereto in clause (b) of
the introductory paragraph hereof.


 


“Term
Loan Creditors” shall have the meaning assigned thereto in clause (b) of
the introductory paragraph hereof.


 


“Term
Loan Documents” shall have the meaning assigned thereto in the recitals
hereof.


 


“Term
Loan Lenders” shall have the meaning assigned thereto in clause (b) of the
introductory paragraph hereof.


 


“Term
Loans” shall have the meaning assigned thereto in the recitals hereof.


 


“USRP
Holding” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“USRP
Operating” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


“USRP
REIT” shall have the meaning assigned thereto in clause (a) of the
introductory paragraph hereof.


 


SECTION 2


 


THE COLLATERAL AGENT


 


Section 2.1                                   Appointment and Authorization.


 


Subject
to the provisions of Section 2.9 hereof, Bank of America is hereby
irrevocably designated and appointed as the Collateral Agent for the benefit of
the Secured Parties under the Security Instruments, and is hereby irrevocably
authorized to take such action as is expressly provided for under the
provisions of this Agreement and to exercise such powers as are expressly
conferred upon or delegated to the Collateral Agent by the terms of any of the Security
Instruments and this Agreement, together with such other powers as are
reasonably incidental thereto.  The
Collateral Agent shall not have any duties or responsibilities, except those
expressly set forth herein or therein, or any fiduciary relationship with any
of the Secured Parties, and no implied covenants, functions, responsibilities,


 


5

















 


duties, obligations or
liabilities shall be read into the Security Instruments or this Agreement or
otherwise be deemed to exist for, be undertaken by, or apply to or against the
Collateral Agent.  The Collateral Agent
is hereby expressly authorized in such capacity on behalf of the Secured
Parties, without hereby limiting the foregoing, and subject to, and in accordance
with, the terms and conditions of this Agreement:


 


(i)                                     to
implement the sharing of Distributions as contemplated by this Agreement and to
receive on behalf of each of the Secured Parties any payment of monies paid
thereto in accordance with the Security Instruments and the other Subject
Documents, and to distribute to each Secured Party its respective share of all
payments (including the Distributions) so received in accordance with the terms
of this Agreement;


 


(ii)                                  to
receive all documents and items to be furnished under the Security Instruments;


 


(iii)                               to maintain physical
possession of any of the Collateral as contemplated by any of the Security
Instruments;


 


(iv)                              to
act on behalf of each Secured Party in and under the Security Instruments and this
Agreement;


 


(v)                                 to
the extent permitted by this Agreement and the Security Instruments, to
exercise for its own benefit and the benefit of each Secured Party all remedies
of the Secured Parties under any of the Security Instruments as directed in
writing by the Required Secured Parties, subject, however to the right to take
action described in Section 2.2(c) so long as consistent with the terms of
the Security Instruments;


 


(vi)                              to
take such other actions, other than as specified in Section 2.2(c) hereof,
as may be requested in writing by the Required Secured Parties or as are
reasonably incidental to any powers granted to the Collateral Agent hereunder
and not in conflict with applicable law or regulation or any Subject Document.


 


Section 2.2                                   Duties.


 


(a)                                  Upon
the Collateral Agent’s receipt of an Enforcement Notice from the Required
Secured Parties giving notice of a Subject Event of Default and directing the
Collateral Agent to take action under any Security Instrument for the benefit
of the Secured Parties, the Collateral Agent shall undertake to proceed as
directed as soon as possible and in no event later than ten (10) Business Days
after receipt of such notice.  All
Enforcement actions undertaken by the Collateral Agent, whether or not directed
by the Required Secured Parties, shall be in accordance with the terms of
applicable law and the Required Secured Parties shall act in accordance with
the applicable Subject Documents in issuing any such notices.  The Collateral Agent shall deliver a copy of
any such written notice from the Required Secured Parties to each Secured Party
not a signatory to such notice promptly upon its receipt by the Collateral
Agent.  The Collateral Agent shall be
entitled to rely and act upon advice of counsel (including, without limitation,
counsel to any Secured Party), independent accountants and other experts
selected by the Collateral Agent with reasonable care concerning all matters
pertaining to any duties hereunder.


 


(b)                                 The
Collateral Agent shall have no obligation to, nor liability for failure to,
independently verify the existence or occurrence of any events set forth in any
Enforcement Notice it shall receive pursuant to Section 2.2(a) hereof and
the Collateral Agent may rely thereon as to each matter stated therein as more
fully set forth in Section 2.5 hereof and shall be indemnified by each
Secured Party with respect to such reliance in the manner and pursuant to the
terms of Section 2.8 hereof.


 


(c)                                  Except
pursuant to delivery of written instructions by the Required Secured Parties to
the Collateral Agent or as is necessary to prevent the waste, diminution,
impairment or loss of Collateral which could not reasonably be taken through
notice or instruction by the Required Secured Parties, the Collateral Agent
shall not, without prior written consent of the Required Secured Parties,
release or substitute or take any action or exercise any right or remedy with
respect to any Collateral.


 


6

















 


Section 2.3                                   Agents and Attorneys-in-fact.


 


The
Collateral Agent may execute any of its duties under the Security Instruments
or this Agreement by or through its agents or attorneys-in-fact.


 


Section 2.4                                   Limitation on Liability.


 


Neither
the Collateral Agent nor any of its officers, directors, employees, affiliates,
agents or attorneys-in-fact (collectively, the “Agent Parties”) shall be
liable to the Secured Parties for any action lawfully taken or omitted to be
taken by it or them under or in connection with the Security Instruments or this
Agreement except for its or their own gross negligence or willful misconduct,
including without limitation any liability with respect to (i) the sharing of
the Distributions as contemplated by this Agreement, (ii) the application
pursuant to the terms of this Agreement of Collateral Proceeds realized from
time to time by the Collateral Agent on behalf of the Secured Parties, (iii)
the application pursuant to the terms of this Agreement of Distributions, (iv)
the exercise of any remedy, including without limitation the sale or sales of
Collateral conducted by the Collateral Agent in accordance with the terms
hereof and of the Security Instruments pursuant to the express written
instruction and direction delivered by the Required Secured Parties to the Collateral
Agent in connection with any Enforcement Notice and (v) the protection or
preservation of the Collateral in its possession.  No Agent Party shall be responsible in any manner to any of the
Secured Parties for any recitals, statements, representations or warranties
made by the any Credit Party or any officer thereof contained in any of the
Security Instruments or any other Subject Document, or in any certificate,
report, statement or other document referred to or provided for in or received
by the Collateral Agent under or in connection with this Agreement, the
Security Instruments, or the other Subject Documents or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, the Security Instruments, or any other Subject Document, or for any
failure of the Borrower, any of its Subsidiaries or any Secured Party (other
than the Collateral Agent) to perform its obligations thereunder, or for the
perfection or priority of any Lien or the existence or state of, or title to,
any of the Collateral.  The Collateral
Agent shall be under no obligation to any of the Secured Parties to ascertain
or to inquire as to the observance or performance of any of the terms,
covenants or conditions of the Security Instruments, this Agreement or the
other Subject Documents on the part of the Borrower, any of its Subsidiaries or
any Secured Party (other than the Collateral Agent) or to inspect the
properties, books or records of the Borrower, any of its Subsidiaries or any
Secured Party (other than the Collateral Agent).  The agreements in this Section 2.4 shall survive the payment
of the Secured Obligations and the termination of the Security Instruments,
this Agreement and the other Subject Documents.


 


Section 2.5                                   Reliance.


 


The
Collateral Agent shall be entitled to rely, and shall be fully protected in
relying, upon any certification, notice, consent or other communication
(including, without limitation, any thereof delivered by telephone or
telefacsimile or e-mail) reasonably believed by it to be genuine and to have
been signed, sent or made by the proper Person or Persons, and upon advice and
statements of legal counsel (including, without limitation, counsel to any
Secured Party), independent accountants and other experts selected by the
Collateral Agent with reasonable care. 
The Collateral Agent shall be fully justified in failing or refusing to
take any Enforcement action under the Security Instruments or this Agreement
unless it shall first receive the written directive of the Required Secured
Parties as provided in this Agreement and it shall first be indemnified to its
satisfaction by such Secured Parties against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action.  The Collateral Agent shall in
all cases be fully protected in acting, or in refraining from acting, under the
Security Instruments or this Agreement in accordance with a request of the
Required Secured Parties, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all the Secured Parties and their
successors and assignees.


 


Section 2.6                                   Notice of Default.


 


The
Collateral Agent shall not be deemed to have constructive knowledge or notice
of the occurrence of any Subject Event of Default with respect to which it does
not have actual knowledge by any of its personnel or officers active in its
service as Collateral Agent unless it has received an Enforcement Notice that
is clearly identified as such.


 


7

















 


Section 2.7                                   No Representations.


 


Each
Secured Party that is a party hereto acknowledges that neither the Collateral
Agent nor any of its affiliates or agents has made any representations or
warranties to it and that no act by the Collateral Agent hereafter taken,
including any review of the affairs of the Credit Parties, shall be deemed to
constitute any representation or warranty by the Collateral Agent to any
Secured Party.  Each Secured Party
represents to the Collateral Agent that it has, independently and without
reliance upon the Collateral Agent or any other Secured Party, and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the financial condition, creditworthiness,
affairs, status and nature of the Credit Parties, and the status, nature and
value of the Collateral, and made its own decision to enter into this Agreement
and the Subject Documents to which it is party.  Each Secured Party also represents that it will, independently
and without reliance upon the Collateral Agent or any other Secured Party, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under any of the Subject Documents and to make such
investigation as it deems necessary to inform itself as to the status and
affairs, financial or otherwise, of the Credit Parties.  Except for notices, reports and other
documents expressly required to be furnished to the Secured Parties by the
Collateral Agent hereunder or under the Security Instruments, the Collateral
Agent shall have no duty or responsibility to provide any Secured Party with
any credit or other information concerning the Collateral or the affairs,
financial condition or business of the Borrower or its Subsidiaries (other than
with respect to Distributions pursuant to Section 3.4 hereof) which may
come into the possession of the Collateral Agent.


 


Section 2.8                                   Indemnification.


 


Each
Secured Party agrees to, within ten (10) Business Days of a request by
Collateral Agent, indemnify for its Indemnity Share (as defined below) each
Agent Party in its capacity as such (to the extent not reimbursed by the Borrower
and without limiting any obligations of the Borrower so to do) from and against
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may at any time (including without limitation at any time
following the payment of any amounts due under this Agreement or any Subject
Document) be imposed on, incurred by or asserted against any Agent Party in any
way relating to or arising out of the Security Instruments, this Agreement or
the Subject Documents or any other document contemplated by or referred to
herein or therein or the transactions contemplated thereby or hereby or any
action taken or omitted by the Collateral Agent under or in connection with any
of the foregoing (collectively, the “Indemnified Liabilities”); provided
that, no Secured Party shall be liable for the payment of any portion of
such Indemnified Liabilities resulting from an Agent Party’s gross negligence
or willful misconduct.  If any Secured
Party fails to tender payment of its ratable share (determined based upon, at
such date, the percentage held by such Secured Party of the total outstanding
Secured Obligations (such Secured Party’s “Indemnity Share”)) of any of
such Indemnified Liabilities (a “Non-indemnifying Secured Party”), then
the Collateral Agent is hereby expressly granted the right thereafter to, and
shall, withhold from any Distributions (including, without limitation,
Collateral Proceeds) otherwise payable to such Non-indemnifying Secured Party
(or, if applicable, the agent for such Secured Party (whether the Revolver
Agent or Term Loan Agent) which would otherwise receive payment on behalf of
such Secured Party) an amount equal to its Indemnity Share remaining unpaid at
such time of receipt of such Distributions, plus interest on such Indemnity
Share (calculated at the Federal Funds Rate for each day following the date on
which such payment was due pursuant to the terms of this Section 2.8) and
apply such amount withheld in satisfaction of such Indemnity Share.  The agreements in this Section 2.8
shall survive the payment of the Secured Obligations and the termination of the
Security Instruments, the other Subject Documents and this Agreement.  Each of the Secured Parties hereby
acknowledges and agrees that to the extent it is deemed to be a
Non-indemnifying Secured Party, it shall not be entitled, under any Subject
Documents to which it is a party, to payment in respect of any amount withheld
as an Indemnity Share and that distributions under such Subject Documents shall
be made as if such Indemnity Share (or withheld portion thereof) was already
paid to it under the applicable Subject Document(s).


 


Section 2.9                                   Resignation and Removal of
Collateral Agent.


 


(a)                                  If
the Collateral Agent shall resign as Collateral Agent under this Agreement,
such resignation to be effective upon the earlier of (i) the appointment of a
successor Collateral Agent and (ii) the date occurring thirty (30) days
following such resignation, then the Required Secured Parties may


 


8

















 


appoint
a successor Collateral Agent for the Secured Parties, which shall be a
commercial bank or trust company organized under the laws of the United States
of America or any state thereof having a combined surplus and capital of not
less than $500,000,000, whereupon such successor Collateral Agent shall succeed
to the rights, powers and duties of the former Collateral Agent and the
obligations of the former Collateral Agent shall be terminated and canceled,
without any other or further act or deed on the part of such former Collateral
Agent or any of the parties to this Agreement; provided, however,
if the Required Secured Parties cannot agree as to a successor Collateral Agent
within thirty (30) days after notice of such resignation, then (i) the
resigning Collateral Agent shall be permitted to appoint a successor Collateral
Agent meeting the qualifications set forth above and willing to accept such
role and the parties hereto agree to execute whatever documents are necessary
to effect such action under this Agreement or any other document executed
pursuant to this Agreement; and (ii) if the Collateral Agent does not appoint
any such successor Collateral Agent, the Secured Parties shall act collectively
as the Collateral Agent hereunder until such date as a new Collateral Agent is
apppointed.


 


(b)                                 The
Collateral Agent may be removed for cause at any time by the vote of the
Required Secured Parties and written notice thereof delivered to the Collateral
Agent.  If the Collateral Agent is so
removed, the Required Secured Parties shall appoint a successor Collateral
Agent in accordance with Section 2.9(a) hereof.  The Collateral Agent may not be removed by the Required Secured
Parties without cause.


 


(c)                                  After
the effective date of the resignation or removal of the Collateral Agent
hereunder, the provisions of this Section 2 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Collateral Agent
under the Security Instruments and this Agreement; provided, however,
that any liability of such Collateral Agent arising from the performance of its
obligations hereunder prior to such resignation or removal shall survive such
resignation or removal.


 


Section 2.10                            Collateral Agent under Security
Instruments.


 


The
Collateral Agent hereunder hereby agrees to serve as Collateral Agent under the
Security Instruments.  Any resignation
or removal of the Collateral Agent hereunder and the appointment of a substitute
Collateral Agent shall also be effective as a resignation, removal or
substitution of the Collateral Agent under the Security Instruments.


 


SECTION 3


 


ENFORCEMENT, PRIORITY AND DISTRIBUTION

OF COLLATERAL PROCEEDS


 


Section 3.1                                   Enforcement With Respect to Collateral.


 


(a)                                  Each
of the Required Revolving Lenders and the Required Term Loan Lenders shall have
the right to deliver an Enforcement Notice to the Collateral Agent to the
extent a Subject Event of Default shall have occurred under a Subject Document
to which such group is a party or beneficiary. 
Upon and after the delivery to the Collateral Agent of an Enforcement
Notice by either of the Required Revolving Lenders or the Required Term Loan
Lenders, the Collateral Agent shall, upon and after the delivery to the
Collateral Agent of written direction of the Required Secured Parties to
undertake Enforcement pursuant to Section 2.2(a) hereof, proceed to
protect and enforce rights or remedies granted under the Security Instruments
as so directed, either by suit in equity or by action at law, or both, whether
for the specific performance of any covenant, agreement or other provision
contained herein or in the Security Instruments, or to enforce any other legal
or equitable right or remedy provided therein.


 


(b)                                 All
Distributions received by the Collateral Agent shall be applied in accordance
with Section 3.4(b) below.


 


9

















 


Section 3.2                                   Cooperation of Secured Parties.


 


Each
Secured Party that is a party hereto hereby agrees and covenants with each
other Secured Party (whether or not it is a party hereto) that:


 


(a)                                  promptly
after having actual knowledge of the occurrence of a Subject Event of Default,
each Secured Party will deliver to the Collateral Agent and to each other
Secured Party written notice of such Subject Event of Default (a “Default Notice”)
identifying the nature of such Subject Event of Default and specifying the
Subject Document under which such Subject Event of Default arose; provided,
however, that no Default Notice shall be required to be given to the
extent such Subject Event of Default is waived or cured by amendment prior to
the time a Default Notice is delivered and provided  further, that
the failure to give such notice shall not impair any rights hereunder or under
any of the Security Instruments or the other Subject Documents;


 


(b)                                 it
will from time to time provide such information that is available to it to the
Collateral Agent as may be necessary to enable the Collateral Agent to make any
calculation hereunder or otherwise reasonably required and requested for any
other purpose hereof;


 


(c)                                  it
will from time to time consult with the Collateral Agent and the other Secured
Parties in good faith regarding the Enforcement of its rights with a view to
recovering amounts due under any of the Subject Documents; and


 


(d)                                 it
will give the Collateral Agent and each other Secured Party prompt written
notice of any acceleration of maturity or suspension or termination of all or
any portion of any Secured Obligation; provided, however, that
the failure to give such notice shall not impair any rights hereunder or under
any of the Security Instruments or the Subject Documents.  Nothing contained herein shall prevent,
restrict, or limit any right under the applicable Subject Documents for a
Secured Party to accelerate or suspend or terminate all or any portion of any
Secured Obligation.


 


Section 3.3                                   Priority of Interests.


 


Notwithstanding
any agreements or arrangements in existence prior to the date hereof or hereafter
arising or the existence or priority of any Lien in any of the Collateral held
by a Secured Party or any other Person on behalf of a Secured Party on the date
hereof or hereafter arising without giving effect to this Agreement, the rights
and interests of such Secured Party in the Collateral, and any Lien therein,
shall be subject to this Agreement and treated as among the Secured Parties as
having such priority as set forth herein and shall be shared at all times among
the Secured Parties in accordance herewith and the Collateral Proceeds of any
sale, transfer or other disposition of the Collateral for any reasons
whatsoever shall be distributed in accordance with this Agreement.


 


Section 3.4                                   Distributions.


 


(a)                                  (i)                                     Each
Secured Party agrees to share with the other Secured Parties all Distributions
at all times (whether or not a Subject Event of Default shall have occurred and
be continuing and whether or not any Bankruptcy Event shall have commenced or
be continuing with respect to any Credit Party) according to the priorities and
in the manner provided in this Section 3.4.  In furtherance of the foregoing, any and all payments and other
Distributions required to be made by any Credit Party in respect of the Secured
Obligations  shall at all times be paid by the Credit Parties to the
Collateral Agent for distribution in accordance with paragraph (b) of this
Section 3.4.  Each Secured Party
agrees that, notwithstanding the terms of any other Subject Documents, if it
shall receive any Distributions (including payments received by setoff of
deposit balances or otherwise or payments or recoveries from any security
interest granted to any Secured Party) other than as a result (whether directly
or indirectly through the Revolver Agent or Term Loan Agent, as applicable) of
a distribution by the Collateral Agent pursuant to paragraph (b) of this
Section 3.4, such Secured Party shall promptly (in no event later than
five (5) Business Days after receipt thereof) pay the same over to the
Collateral Agent in the same form as received (with such endorsements as may be
necessary), and that until such Secured Party shall have made such payment it
will hold such Distributions in trust for all the Secured Parties.  Each of the Revolving Lenders


 


10

















 


hereby
authorize Collateral Agent to direct all Distributions to which they are
entitled to the Revolver Agent for distribution in accordance with the
Revolving Credit Documents.  Each of the
Term Loan Lenders hereby authorize Collateral Agent to direct all Distributions
to which they are entitled to the Term Loan Agent for distribution in
accordance with the Term Loan Documents.


 


(ii)                                  Promptly
following receipt of any Distributions, the Collateral Agent shall distribute
each Secured Party’s share of the Distributions so received in accordance with
paragraph (b) of this Section 3.4 to the Revolver Agent or the Term Loan
Agent, as applicable, for application in accordance with the applicable Subject
Documents.  Until such Distributions are
so applied, the Collateral Agent shall hold such amounts in its custody in
accordance with its regular procedures for handling deposited funds.


 


(b)                                 (i)                                     All
Distributions received by the Collateral Agent shall be applied promptly by the
Collateral Agent in the following order as of any date of distribution:


 


FIRST:                                                           to
payment of the costs, fees and expenses (including any attorneys’ fees)
incurred by the Collateral Agent in connection with enforcing the rights and
remedies of the Secured Parties hereunder and under the Security Instruments
and with any or all of the retaking, holding, preserving, processing,
advertising, maintaining, preparing for or consummating any sale, lease or
other disposition of any Collateral, including trustee’s fees and commissions,
court costs and reasonable attorney’s fees and legal expenses pertaining
thereto; and then


 


SECOND:                                            to payment
of the costs, fees and expenses (including any attorneys’ fees) due and owing
by the Credit Parties to the Revolving Agent and the Term Loan Agent as of such
date in connection with the Subject Documents (the “Agents’ Fees”),
ratably in accordance with the percentage of the Agents’ Fees then due and
owing to each of them; and then


 


THIRD:       to the payment of all accrued and unpaid fees
(except fees related to the prepayment of principal) and interest then due and
payable by the Credit Parties in respect of the Subject Obligations (the “Interest
Payables”); provided that such payments shall be made ratably to the
Revolving Agent and the Term Loan Agent in accordance with the percentage of
the total Interest Payables due and owing as of such date to the Revolving
Lenders and the Term Loan Lenders, respectively; and then


 


FOURTH:                                           to the
payment of all principal due and payable by the Credit Parties in respect of
the Subject Obligations (including due and owing as mandatory prepayments and,
if applicable, all amounts necessary to cash collateralize the Letters of
Credit) (the “Principal Payables”); provided that such payments shall be
made ratably to the Revolving Agent and the Term Loan Agent in accordance with
the percentage of the total Principal Payables due and owing as of such date to
the Revolving Lenders and the Term Loan Lenders, respectively; and then


 


FIFTH:                                                          to
the payment in respect of any other costs, expenses or other amounts owing to
any Secured Party by the Credit Parties on the Secured Obligations or otherwise
in connection with the Subject Documents, except costs, expenses and other
amounts which may be due and owing in connection with any voluntary prepayment
of principal (the “Other Payables”); provided that such payments shall
be made ratably to the Revolving Agent and the Term Loan Agent in accordance
with the percentage of the total Other Payables due and owing as of such date
to the Revolving Lenders and the Term Loan Lenders, respectively; and then


 


SIXTH:                                                        to
the extent directed by the Principal Borrower, to the voluntary payment of the
outstanding principal under the Term Loan Agreement or Revolving Credit
Agreement (at the option of and as directed in writing by the Principal
Borrower), together with any interest accrued thereon, fees due in connection
with such prepayment and any breakage or other costs and fees payable by
Borrower in connection therewith; and then


 


SEVENTH:                                      to the Principal
Borrower or as otherwise required by applicable law.


 


11

















 


(ii)                                  Notwithstanding
anything in this Agreement to the contrary, the Collateral Agent shall not be
obligated to make a payment pursuant to this Section 3.4(b) until it shall
have received a threshold amount of at least $100,000 of Distributions that are
to be distributed at such time pursuant to this Section 3.4.


 


(iii)                               The Revolver Agent and
the Term Loan Agent shall apply all amounts received pursuant to this
Section 3.4(b) in accordance with the terms of the Revolving Credit
Agreement and the Term Loan Agreement, respectively.


 


(c)                                  To
the extent any portion of a Distribution is funded for the purpose of cash
collateralizing a Letter of Credit under the Revolving Credit Agreement (an “Unattached
Cash Collateral Amount”) and the applicable Letter of Credit is,
thereafter, terminated without having been drawn on, the Revolver Agent (and
the Revolving Lenders) shall return such Unattached Cash Collateral Amount to
the Collateral Agent for re-distribution in accordance with the terms of
Section 3.4(b) of this Agreement.


 


(d)                                 If
at any time the Collateral Agent, the Agent or any Secured Party shall be
required to restore or return, or if such party (with the consent of the
Required Secured Parties) restores or returns in good faith settlement of
pending or threatened avoidance claims, to any Credit Party or any other Person
other than to another Secured Party any Distributions or any portion thereof,
whether by reason of the insolvency, reorganization or other similar event in
respect of the Borrower or such Person or otherwise (a “Returned Amount”),
then (i) the Collateral Agent shall promptly give notice of the Returned Amount
to each Secured Party, and (ii) the Secured Parties shall promptly transfer to
the Collateral Agent (for reimbursement to the Collateral Agent or such Secured
Party, as the case may be) such amounts as are necessary such that each Secured
Party shall have received and retained the amount it would have received under
Section 3.4(b) had the Returned Amount not previously been distributed
(its “Returned Amount Share”). 
If any Secured Party (a “Non-Returning Secured Party”) fails to
tender payment of its Returned Amount Share, then the Collateral Agent is
hereby expressly granted the right thereafter to, and shall, withhold from any
Distributions (including, without limitation, Collateral Proceeds) otherwise
payable to such Non-Returning Secured Party an amount equal to its Returned
Amount Share and apply such amount withheld in satisfaction of such Returned
Amount Share.  The Collateral Agent
shall also have the right to collect from such Non-Returning Secured Party or
otherwise to be made to such Non-Returning Secured Party, such Returned Amount
Share and the Collateral Agent’s reasonable costs and expenses incurred in
collecting such Non-Returning Secured Party’s Returned Amount Share, plus
interest on any unpaid portion of such Returned Amount Share at the federal judgment
rate from, but excluding, the date the Collateral Agent first requested payment
of such Returned Amount Share.  The
Agreements in this Section 3.4(d) shall survive the payment of the Secured
Obligations and the termination of the Security Instruments, the other Subject
Documents and this Agreement.  The
Revolver Agent and the Term Loan Agent shall not be responsible for amounts
distributed by them to the Revolving Lenders or the Term Loan Lenders.  To the extent a Returned Amount has been
distributed by the Revolving Agent or the Term Loan Agent to the Revolving
Lenders or the Term Loan Lenders, as applicable, it shall be the responsibility
of such Revolving Lenders or Term Loan Lenders, as applicable, to fund its
Returned Amount Share.


 


Section 3.5                                   Waivers of Rights.


 


Except
as otherwise expressly set forth herein, until occurrence of the Security
Termination Date, each Secured Party hereby waives any and all rights each may
individually (i.e., other than through the Collateral Agent) now or hereafter have
to exercise any Enforcement action. 
Each Secured Party hereby agrees not to take any action whatsoever to
enforce any term or provision of the Security Instruments or to enforce any
right with respect to the Collateral in conflict with the provisions of this
Agreement or the terms and provisions of the Security Instruments.  Nothing set forth above or otherwise
contained in this Agreement shall be interpreted as a waiver of any rights of
setoff (by contract, law or otherwise) of any Secured Party except in
accordance with the sharing provisions set forth herein.


 


12

















 


Section 3.6                                   Additional Collateral.


 


Each
of the Secured Parties hereby covenants and agrees that it will not take,
accept or obtain any Lien upon (an “Additional Lien”), any assets of the
Borrower or any Subsidiary or Affiliate thereof (other than assets which, if
obtained by such Person, would constitute Collateral to secure the payment and
performance of the Secured Obligations), unless the Collateral Agent on behalf
of all Secured Parties is granted a pari  passu Lien upon such
assets and such assets become Collateral subject to this Agreement, in either
case, pursuant to documents in form and substance satisfactory to all of the
Secured Parties.


 


Section 3.7                                   Pari Passu Nature of Obligations.


 


Each
Secured Party acknowledges and agrees that the Secured Obligations share the
benefit and Lien priority of and to the Security Instruments, the Collateral
and the Collateral Proceeds and the benefit of the Subsidiary Guaranties and
the Distributions on the basis specified in Section 3.4(b).


 


Section 3.8                                   Payments.


 


All
payments to be made by the Collateral Agent pursuant to the terms and provision
of this Intercreditor Agreement shall be made by wire transfer of immediately
available funds to the bank account specified in writing to the Collateral
Agent by the applicable party entitled thereto.


 


SECTION 4


 


REPRESENTATIONS AND WARRANTIES


 


Section 4.1                                   Representation of the Revolver Agent.


 


The
Revolving Agent represents that the Revolving Lenders identified on the
signature pages hereto represent 100% of the aggregate Commitments under the
Revolving Credit Agreement as of the date hereof and that such Revolving Lender
have each, to the best of its knowledge, executed this Agreement.


 


Section 4.2                                   Representation of the Term Loan
Agent.


 


The
Term Loan Agent represents that the Term Loan Lenders identified on the
signature pages hereto represent 100% of the outstanding Term Loans and/or
Commitments (as applicable) under the Term Loan Agreement as of the date hereof
and that such Term Loan Lender have each, to the best of its knowledge,
executed this Agreement.


 


Section 4.3                                   Representations of All Signatories.


 


Each
of the undersigned hereby represents and warrants that he/she has the power and
authority to execute and deliver this Agreement on behalf of the institution
for which such individual is signing this Agreement and that the execution and
delivery hereof has been duly authorized and approved by such institution.


 


SECTION 5


 


AGREEMENTS AMONG THE SECURED PARTIES


 


Section 5.1                                   Independent Actions by Secured
Parties.


 


(a)                                  Any
Secured Party may, without instruction from the Collateral Agent, but in no
event shall be required to, take action permitted by applicable law or in
accordance with the terms of the Subject Documents to preserve (but not
enforce) its rights and Liens in any item of Collateral securing the payment
and performance of the Secured Obligations, including but not limited to curing
any default or alleged


 


13

















 


default
under any contract entered into by any Credit Party, paying any tax, fee or
expense on behalf of any Credit Party and paying insurance premiums on behalf
of any Credit Party so long as such action shall not impair the rights of the
Collateral Agent or of any other Secured Party or otherwise be contrary to the
terms of this Agreement or any Subject Document.


 


(b)                                 Nothing
contained in this Agreement shall prohibit any Secured Party from accelerating
the maturity of, or demanding payment from any Credit Party on, any Subject
Obligation of the Borrower to such Secured Party or from instituting legal
action against any such Credit Party to obtain a judgment or other legal
process in respect of such Subject Obligation, but any funds received from the
Borrower, any Subsidiary or any Subsidiary Guarantor in connection with any
recovery therefrom shall constitute Distributions and shall be subject to the
terms of this Agreement.


 


Section 5.2                                   Relation of Secured Parties.


 


This
Agreement is entered into solely for the purposes set forth herein, and no
Secured Party assumes any responsibility to any other party hereto to advise
such other party of information known to such other party regarding the financial
condition of any Credit Party or of any other circumstances bearing upon the
risk of nonpayment of the Subject Obligations. 
Each Secured Party specifically acknowledges and agrees that nothing
contained in this Agreement is or is intended to be for the benefit of any
Credit Party or any other Person that is not a party hereto and nothing
contained herein shall limit any of the obligations of any Credit Party to the
Secured Parties.


 


SECTION 6


 


MISCELLANEOUS


 


Section 6.1                                   Entire Agreement and Consistent
Provisions; Closing Date.


 


This
Agreement represents the entire Agreement among the Secured Parties and, except
as otherwise provided, this Agreement may not be altered, amended or modified
except in a writing executed by all the parties to this Agreement.


 


Section 6.2                                   Notices.


 


Notices
hereunder shall be given to the Secured Parties at their addresses as set forth
below their signatures on the signature pages hereto or at such other address
as may be designated by each in a written notice to the other parties hereto.


 


Section 6.3                                   Successors and Assigns.


 


This
Agreement shall be binding upon and inure to the benefit of each of the Secured
Parties and their respective successors and assigns, whether so expressed or
not, and, in particular, shall inure to the benefit of and be enforceable by
any future holder or holders of any Subject Obligations, and the term “Secured
Party” shall include any such subsequent holder of Subject Obligations,
wherever the context permits.


 


Section 6.4                                   Consents, Amendment, Waivers.


 


(a)                                  All
amendments, waivers, modifications, supplements or consents of any provision of
this Agreement shall be effective only if the same shall be in writing and
signed by the Required Secured Creditors; provided that any amendment,
modification, supplement or waiver of Sections 3.4, 3.6, 3.7 or 6.4 of this
Agreement or the definitions of Distribution, Revolving Loan Obligations, Term
Loan Obligations, Subject Obligations, Secured Obligations, Required Revolving
Lenders, Required Term Loan Lenders, Required Secured Parties, or Secured
Parties contained in this Agreement shall require the unanimous prior written
consent of all the Secured Parties.


 


14

















 


(b)                                 All
amendments or waivers of any provision of or consent pursuant to or under any
Security Instrument shall be effective only if the same shall be in writing and
signed by the Collateral Agent and the Required Secured Parties.  In addition, any release of Collateral shall
require the unanimous prior written consent of all the Secured Parties (except
to the extent such release may, pursuant to the applicable Subject Documents,
be permitted by the Revolver Agent or the Term Loan Agent, as applicable, in
which case only the prior written consent of the applicable agent shall be
required).


 


(c)                                  Any
amendments, waivers or consents of any provision of this Agreement affecting
the rights or obligations of the Collateral Agent shall also require the prior
written consent of the Collateral Agent.


 


(d)                                 All
amendments or waivers of any of the other Subject Documents or the provisions
thereof shall be made in accordance with the provisions of Section 11.6 of
the Revolving Credit Agreement and Section 11.6 Term Loan Agreement,
respectively, and the provisions of Section 11.6 of each such document
shall not be amended, waived or otherwise modified without the consent of each
of the Secured Parties.


 


(e)                                  Each
Secured Party hereby covenants and agrees with each other Secured Party that it
shall not amend, waive, modify, supplement or waive any provision of this
Agreement, the Security Instruments or any other Subject Document except in
accordance with this Section 6.4.


 


Section 6.5                                   Governing Law.


 


(a)                                  This
Agreement shall be construed and enforced in accordance with, and the rights of
the parties shall be governed by, the law of the State of North Carolina
excluding choice-of-law principles of the laws of such State that would require
the application of the laws of a jurisdiction other than such State.


 


(b)                                 Any
legal action or proceeding with respect to this Agreement or any other Subejct
Document may be brought in the courts of the State of North Carolina in
Mecklenburg County, or of the United States for the Western District of North
Carolina, and, by execution and delivery of this Agreement, each of the parties
hereto hereby irrevocably accepts for itself and in respect of its property,
generally and unconditionally, the nonexclusive jurisdiction of such
courts.  Each of the parties hereto
further irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the mailing of copies
thereof by registered or certified mail, postage prepaid, to it at the address
set out for notices on the signature pages hereto, such service to become
effective three (3) days after such mailing.  Nothing herein shall affect the right of the Collateral Agent to
serve process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Credit Party in any other
jurisdiction. Each of the Credit Parties hereby irrevocably waives any
objection which it may now or hereafter have to the laying of venue of any of
the aforesaid actions or proceedings arising out of or in connection with
Credit Agreement or any other Subject Document brought in the courts referred
to in this subsection (a) and hereby further irrevocably waives and agrees
not to plead or claim in any such court that any such action or proceeding
brought in any such court has been brought in an inconvenient forum.


 


(c)                                  TO
THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 6.6                                   Counterparts.


 


This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one Agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.


 


15

















 


Section 6.7                                   Sale of Interest.


 


No
Secured Party will sell, transfer or otherwise dispose of any interest in the
Subject Obligations unless such purchaser or transferee shall agree, in
writing, to be bound by the terms of this Agreement and shall have executed and
delivered an ICA Joinder Agreement substantially in the form of Schedule A.


 


Section 6.8                                   Severability; Repurchase in the
Event of Avoidance Actions.


 


(a)                                  If
for any reason, the allocation of Distributions among the Secured Parties in
accordance with Section 3.4(b) of this Agreement is finally determined by
a court of competent jurisdiction to be unenforceable in whole or in part, then
the Secured Parties will purchase and exchange such participations in the
respective Secured Obligations as may be required so that each Secured Party,
after giving effect to all such purchases and exchanges, shall have received
and retained cash payments in respect of the amounts distributable under
Section 3.4(b) equal to the amount such Secured Party would have received
if the amounts had been applied in accordance with such Section 3.4(b); provided,
however, if in connection with a Bankruptcy Event of the Borrower any
portion of the Subject Obligations or the Borrower’s obligations under the
Security Instruments referred to in clauses THIRD, FOURTH, FIFTH, or SIXTH of
Section 3.4(b)(i) is determined to be unenforceable or is disallowed (such
portion to be hereinafter referred to as a “Disallowed Obligation”),
then this Section 6.8(a) shall not be applied or construed in such manner
to enable the holder of any such Disallowed Obligation to receive any
Distribution on account of such Disallowed Obligation.  It is the intent of this Section 6.8(a)
to establish an alternative mechanism to preserve as among the parties hereto
the distribution priorities and the sharing calculation formulas set forth in
Section 3.4(b) the same as if this Agreement had been given effect among
the parties hereto and the same as if the Secured Obligations were allowed or
enforced against the Borrower in accordance with their terms.  It is not, however, the intent of this
Section 6.8(a) to enable any party hereto to receive or retain any
Distribution with respect to any Disallowed Obligation to the extent such
Disallowed Obligation has been disallowed or is otherwise determined to be
unenforceable as against the Borrower.


 


(b)                                 If
in connection with a Bankruptcy Event of the Borrower (i) the fees and expenses
of the Collateral Agent referred to in clause FIRST of Section 3.4(b)(i)
are determined to be unenforceable or are disallowed, in whole or in part, each
Secured Party agrees to pay its Indemnity Share of such fees and expenses.


 


(c)                                  Except
to the extent contemplated by clauses (a) and (b) hereof, in case any one or
more of the provisions contained in this Agreement shall be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby.


 


Section 6.9                                   Terms of Agreement.


 


This
Agreement shall terminate when all Secured Obligations are paid in full and
such payments are not subject to any possibility of revocation or rescission or
until all of the Secured Parties hereto mutually agree in a writing to
terminate this Agreement.


 


Section 6.10                            Delivery
Payments.


 


Notwithstanding
anything to the contrary contained in any of the Subject Documents, all
Distributions shall be delivered by the Borrower and each Secured Party to the
Collateral Agent for distribution to the Secured Parties pursuant to the terms
and conditions set forth herein.


 


Section 6.11                            Reimbursement/Indemnification
by Borrower.


 


(a)                                  The
Borrower agrees to pay to the Collateral Agent, from time to time upon demand,
all reasonable fees, costs and expenses of the Collateral Agent (including the
reasonable fees and  charges of counsel)
(i) arising in connection with the administration or enforcement of any of the
provisions of this Agreement or the Security Instruments, (ii) incurred or
required to be advanced in connection with the administration of the
Collateral,


 


16

















 


the sale or other
disposition of the Collateral pursuant to any Security Instruments and the
preservation, protection or defense of the Collateral Agent’s rights under this
Agreement and the Security Instruments, or (iii) incurred by the Collateral
Agent in connection with the resignation of the Collateral Agent pursuant to
Section 2.9 hereof.


 


(b)                                 The
Borrower agrees to indemnify each Agent Party in its capacity as such from and
against any Indemnified Liabilities; provided  that, the Borrower
shall not be liable for the payment of any portion of such Indemnified Liabilities
resulting solely from an Agent’s Party’s gross negligence or willful
misconduct.


 


 


[Signatures
on following pages]


 


17

















 


IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed
as of the date first above written.


 


	
  COLLATERAL
  AGENT:

  
	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


Address
for Notice to Bank of America, N.A., in its capacity as Collateral Agent:


 


Ramon Garcia, Agency
Management Officer

GGIB Agency Management Central

Bank of America

901 Main St.

Dallas, TX  75202-3714

Telephone:  (214) 209-4126

Fax:                           (214)
290-9520

E-mail:             ramon.garcia@bankofamerica.com


 


18

















 


	
  REVOLVER
  AGENT:

  
	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


Address
for Notice to Bank of America, N.A., in its capacity as Revolver Agent:


 


Ramon Garcia,
Agency Management Officer


GGIB Agency
Management Central


Bank of America


901 Main St.


Dallas, TX  75202-3714


Telephone:  (214) 209-4126


Fax:                           (214)
290-9520


E-mail:             ramon.garcia@bankofamerica.com


 


19

















 


	
  TERM LOAN
  AGENT:

  
	
   

  
	
   

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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


Address
for Notice to Bank of America, N.A., in its capacity as Term Loan Agent:


 


Ramon Garcia,
Agency Management Officer


GGIB Agency
Management Central


Bank of America


901 Main St.


Dallas, TX  75202-3714


Telephone:  (214) 209-4126


Fax:                           (214)
290-9520


E-mail:             ramon.garcia@bankofamerica.com


 


20

















 


	
  REVOLVING LENDERS:

  	
  BANK OF AMERICA, N.A.

  individually in its capacity as a

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


Address for Notice to
Bank of America, N.A., in its capacity as a Revolving Lender (for
credit-related matters):


 


Bank
of America, N.A.


231
South LaSalle Street


M/C:  IL1-231-10-35


Chicago,
IL  60697


Attention:
Matthew W. Sadler, Vice President, Global Portfolio Management, Real Estate


Phone:  (312) 828-7107


Fax:  (312) 974-4970


E-mail:  matthew.w.sadler@bankofamerica.com


 


Address for Notice to
Bank of America, N.A., in its capacity as a Revolving Lender (for administrative matters):


 


Bank
of America, N.A.


231
South LaSalle Street


Mail
code:  IL1-231-10-30


Chicago,
IL 60697


Attention:
Charlene E. Wright-Jones, Assistant Vice President


Phone:  312-828-4160


Fax:  312-828-3950


E-mail:  charlene.wright-jones@bankofamerica.com


 


21

















 


	
  TERM LOAN LENDERS:

  	
  BANK OF AMERICA, N.A.

  individually in its capacity as a

  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


Address for Notice to
Bank of America, N.A., in its capacity as a Term Loan Lender (for
credit-related matters):


 


Bank
of America, N.A.


231
South LaSalle Street


M/C:  IL1-231-10-35


Chicago,
IL  60697


Attention:
Matthew W. Sadler, Vice President, Global Portfolio Management, Real Estate


Phone:  (312) 828-7107


Fax:  (312) 974-4970


E-mail:  matthew.w.sadler@bankofamerica.com


 


Address for Notice to
Bank of America, N.A., in its capacity as a Term Loan Lender (for administrative matters):


 


Bank
of America, N.A.


231
South LaSalle Street


Mail
code:  IL1-231-10-30


Chicago,
IL 60697


Attention:
Charlene E. Wright-Jones, Assistant Vice President


Phone:  312-828-4160


Fax:  312-828-3950


E-mail:  charlene.wright-jones@bankofamerica.com


 


22

















 


	
  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:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  HCI:

  	
  USRP/HCI PARTNERSHIP 1, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  USRP (JV1), LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  
	
  JV1:

  	
  USRP (JV1), LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  USRP Holding:

  	
  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

  	
   

  



 


23

















 


	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  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 (PAC), L.P., a
  Texas limited partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By: USRP (Cap),
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  



 


24

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  
	
   

  	
  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

  	
   

  
							



 


25

















 


	
   

  	
  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 (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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


26

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP GP4, LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  



 


27

















 


	
   

  	
  USRP GP5, LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP GP6, LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP GP7, 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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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(1)

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


 












(1)  NOTE – ALTHOUGH INCLUDED IN THE EXECUTED
SIGNATURE PAGES OF THIS DOCUMENT, THE JV2 ENTITY HAS BEEN DELETED AS A
GUARANTOR UNDER EACH OF THE REVOLVING CREDIT AGREEMENT AND THE TERM LOAN
AGREEMENT– IT IS NOT A CONSOLIDATED PARTY AND WAS INCLUDED BY THE BORROWER IN
ITS LIST OF SUNSIDIARY GUARANTORS IN ERROR


 


28

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


29

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (VALERIE), LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  



 


30

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  	
   

  



 


31

















 


	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (Green), LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (Martin), LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (SFGP)2, LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (SHOPORT)1, LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (Warren), LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (KRUSE), LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (PETERS), LLC, a
  Texas limited liability company

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  



 


32

















 


	
   

  	
  USRP (ADAMS), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  USRP GP7, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (Maier), L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  USRP GP6, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP (SHO)1, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  USRP (SHOPORT)1,
  LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M.
  Riffe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial
  Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address for
  Notice to All/Any Credit Parties:

  	
   

  
	
   

  	
   

  
	
   

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

  	
   

  
	
   

  	
  c/o U.S. Restaurant Properties, Inc.

  	
   

  
	
   

  	
  12240 Inwood Road, Suite 300

  	
   

  
	
   

  	
  Dallas, TX 75244

  	
   

  
	
   

  	
  Attn:  Stacy M. Riffe, CFO

  	
   

  
	
   

  	
  Telephone: (972) 387-1487, ext 112

  	
   

  
	
   

  	
  Telecopy: (972) 490-9119

  	
   

  
								



 


[remainder of page left intentionally blank – additional schedules and
exhibits to follow]


 


33

















 


Schedule      – Form
of ICA Joinder Agreement


 


ICA
JOINDER AGREEMENT, dated
                              ,
200    , among BANK OF AMERICA, N.A. as Collateral Agent
and
                                                  ,
as transferee of [Revolving Loan Obligations and Revolving Loans / Term Loan Obligations
and Term Loans] in aggregate amount of
                          
[provide
Commitment and Loan amounts for Revolving Lenders and Loan amount for Term Loan
Lenders] (the “Transferred Obligation”) (the “Transferee”).


 


1.                                       In
accordance with Section 6.7 of the Intercreditor Agreement dated as of
November 4, 2003 among BANK OF AMERICA, N.A. as Collateral Agent,
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 (JV1), LLC, a Texas limited liability company (“JV1”), USRP/HCI
PARTNERSHIP 1, L.P., a Texas limited partnership (“HCI”),USRP HOLDING
CORP., a Texas corporation (“USRP Holding”; and together with the Principal
Borrower, the General SPE, S&C, JV1 and HCI, the “Borrower”), the
Guarantors referenced therein and certain of the Borrowers’ creditors listed
therein, and their successors and assigns (the “Intercreditor Agreement”),
the Transferee agrees to be bound by and have the rights and obligations of a
party to, the Intercreditor Agreement in all respects as if it were an original
party thereto, and, in accordance with Section 6.3 of the Intercreditor
Agreement, shall be a “Secured Party” in accordance with the terms thereof.


 


2.                                       Sections
6.5, 6.6 and 6.9 to the Intercreditor Agreement are hereby incorporated herein
by reference.


 


3.                                       For
the purpose of Section 6.2 of the Intercreditor Agreement, the address for
notices to the Transferee shall be as set forth below its signature.


 


IN
WITNESS HEREOF, the parties hereto have executed this Agreement as of the date
first written above.


 


	 
	
   

  	
  [TRANSFEREE]

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  Name:

  	
   

  	 

	 
	
   

  	
  Title:

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  Address for
  notice:

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	
   

  
	
  [Collateral
  Agent]

  
	
   

  
	
   

  	
   

  
	
  Name:

  
	
  Title:

  
						



 


34