Exhibit
10.1


 


FIFTH AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS


 


Dated as of July 31,
2003


 


This FIFTH  AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS (this
“Agreement”) by and among U.S. 
RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership
(“USRP Operating” or the “Principal Borrower”), USRP FUNDING
2002-A, L.P., a Texas limited partnership (the “General SPE);
and together with USRP Operating, the “Existing Borrowers”), USRP
(S&C), LLC, a Texas limited liability company (“S&C”),
USRP
HOLDING CORP., a Texas corporation (“USRP Holding”; and
together with S&C, the “New Borrowers”; collectively, the Existing
Borrowers and New Borrowers shall be referred to herein from time to time as
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 in the
Credit Agreement referenced below), the Lenders (as defined in the Credit
Agreement), BANK OF AMERICA, N.A., as Agent for the Lenders (in such
capacity, the “Agent”) is an amendment to the terms set forth in that
certain Credit Agreement dated as of May 31, 2002 among the Borrower, the
General Partner, the Subsidiary Guarantors, the Agent, the Lenders and Banc of
America Securities LLC, as Sole Lead Arranger and Sole Book Manager (in
such capacity “BAS”), as amended or modified by the terms of that
certain letter agreement dated as of July 1, 2002 and that certain letter
agreement dated as of September, 2002, as further amended by that certain First
Amendment to Credit Agreement dated as of September, 2002, as further amended
by that certain Assignment of Account (Borrower Collateral Accounts), Agreement
Relating to Letters of Credit and Second Amendment to Credit Agreement dated as
of April 30, 2003, as further amended by that certain Third Amendment to
Credit Agreement dated as of May 31, 2003 and as further amended by that certain
Fourth Amendment to Credit Agreement dated as of June 30, 2003
(collectively, as the same may have be further amended, restated, supplemented
or otherwise modified prior to the date hereof, the “Credit Agreement”);
capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Credit Agreement.


 


WHEREAS,
S&C is a Wholly Owned Subsidiary of USRP Holding and USRP Holding is a
Wholly Owned Subsidiary of USRP Operating;


 


WHEREAS,
S&C was created for the purpose of holding certain of the Real Properties
which currently contribute to the Borrowing Base Asset Value and each Borrower
wishes to cause such Real Properties to continue to contribute to the Borrowing
Base Asset Value and to cause the New Borrowers to become “Borrowers” under the
Credit Agreement and Credit Documents;


 


WHEREAS,
the Existing Borrowers and the New Borrowers have requested and the Lenders and
Administrative Agent have agreed to amend the Credit Agreement to add the New
Borrowers as “Borrowers” under the Credit Agreement and the other Credit
Documents and to otherwise amend the Credit Agreement and Credit Documents on
the terms and conditions set forth herein;


 


NOW,
THEREFORE, for good and valuable consideration, the receipt
of which is hereby acknowledged by the parties hereto, the parties hereto agree
as follows:


 


1.                                      Amendments
to Credit Agreement.


 


(a)                                  The
introductory paragraph of the Loan Agreement is hereby deleted and replaced
with the following:


 


“THIS CREDIT AGREEMENT, dated as of
May 31, 2002 (as amended, modified, restated or supplemented from time to
time, the “Credit Agreement”), is by and among U.S. 
RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited
partnership (“USRP Operating” or the “Principal Borrower”), USRP FUNDING
2002-A, L.P., a Texas limited partnership (the “General SPE),
USRP
(S&C), LLC, a Texas limited liability company (“S&C”),
USRP
HOLDING CORP., a Texas corporation (“USRP Holding”;
collectively, with USRP Operating, the General SPE and S&C, 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 herein), the Lenders (as defined herein), BANK OF
AMERICA, N.A., as Agent for the Lenders (in such capacity, the “Agent”)
and BANC
OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole
Book Manager (in such capacity “BAS”).”


 


(b)                                 The
following definitions are hereby added to Section 1.1 of the Credit Agreement in their proper
alphabetical order:


 


““S&C” has the meaning given to such term in the
Preamble of this Credit Agreement.”


 


““USRP Holding”
has the meaning given to such term in the
Preamble of this Credit Agreement.”


 


““USRP Holding
Pledge Agreement” means that certain
Pledge and Security Agreement entered into by USRP Holding as of July 31,
2003 in favor of the Collateral Agent and for the benefit of the Lender
Parties.”


 


(c)                                  The
definitions of the terms “Approved Shoneys Assets”, “Borrower”, “Borrowing Base
Asset Value” and “Credit Documents” contained in Section 1.1 of the Credit Agreement are
hereby deleted in their entirety and replaced, respectively, with the
following:


 


““Approved
Shoneys Assets” means a collective reference to those Shoneys Assets which
are wholly owned by the General SPE or S&C and have been approved by the
Agent and the Required Lenders as assets which may, to the extent meeting all
other requirements set forth herein, contribute to the calculation of the
Borrowing Base Asset Value pursuant to a Determination Decision delivered in
connection with Section 3.24 hereof.”


 


““Borrower” means,
collectively, USRP Operating, the General SPE, S&C, USRP Holding and their
respective permitted successors and assigns.”


 


““Borrowing Base Asset
Value” means, as of any given calculation date, an amount equal to (a) the
sum of (i) the sum of the Asset Values of all Real Properties which are wholly
owned by the General SPE or S&C; plus (ii) the sum of the Asset
Values of each of the Approved Shoneys Assets; less (b) any amounts
included in the above calculations that are attributable to (i) assets subject
to one or more Liens or Negative Pledges; and (ii) Excluded Assets.”


 


““Credit Documents”
means a collective reference to this Credit Agreement, the Notes, the LOC
Documents, the USRP Pledge Agreement, the USRP Holding Pledge Agreement, each
Joinder Agreement, any UCC financing
statements securing payment under any of such documents, that certain
letter agreement dated as of July 1, 2002 with respect to the Credit
Agreement, that certain letter agreement dated as of September, 2002 with
respect to the Credit Agreement, that certain First Amendment to Credit
Agreement dated as of September, 2002, that certain Assignment of Account
(Borrower Collateral Accounts), Agreement Relating to Letters of Credit and
Second Amendment to Credit Agreement dated as of April 30, 2003, that
certain Third Amendment to Credit Agreement dated as of May 31, 2003, that
certain Fourth Amendment to Credit Agreement dated as of June 30, 2003,
that certain Fifth Amendmetn to Credit Agreement and Credit Documents dated as
of July 31, 2004 and any other
documents securing the obligations of the Credit Parties under this Credit
Agreement or any other Credit Document (in each case as the same may be
amended, modified, restated, supplemented, extended, renewed or replaced from
time to time), and “Credit Document” means any one of them.”


 


(d)                                 The
text of Section 3.24
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Within thirty (30) days
following a written request of the Borrower (a “Determination Request”),
the Agent and Required Lenders shall deliver to the Borrower a written notice
(a “Determination Decision”) determining whether any Shoneys Assets, as
identified by the Borrower in such Determination Request, are


 


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assets which may, to the extent meeting all other
requirements set forth herein, contribute to the calculation of the Borrowing
Base Asset Value.  The decision of the
Agent and Required Lenders set forth in the Determination Decision shall be
made in the sole discretion of the Agent and Required Lenders.  To the extent any of the assets referenced
in a Determination Request are not approved pursuant to the applicable
Determination Decision, the Agent and Lenders hereby agree to permit the
transfer or disposition of such asset by the General SPE or S&C, as
applicable, and to execute such documentation as is reasonably requested by the
Borrower to permit such transfer or disposition.  The Borrower shall not make more than two (2) Determination
Requests during the term hereof.”


 


(e)                                  The
following two sentences are hereby added to the end of Section 6.13:


 


“S&C has no
Subsidiaries and owns no Capital Stock of any other Person.”


 


(f)                                    The
text of Section 6.27
of the Credit is hereby deleted in its entirety and replaced with the
following:


 


“Each of S&C
and the General SPE is a Bankruptcy Remote Borrowing Entity.  USRP Operating owns 99% of the Capital Stock
of the General SPE and USRP Holding owns 100% of S&C.”


 


(g)                                 The
text of Section 7.2 of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“Except as a result
of or in connection with a dissolution, merger or disposition of a Subsidiary
not prohibited by Section 8.4 or Section 8.5, each Credit Party will,
and will cause each of its corporate Subsidiaries to, do all things necessary
to preserve and keep in full force and effect its existence, rights,
franchises, authority and status as a REIT or Qualified REIT Subsidiary, as
applicable.  The General SPE and S&C
shall each maintain their respective status as a Bankruptcy Remote Borrowing
Entities and each of the Credit Parties shall take such action as is required
to maintain such status at all times during the term hereof.  The General SPE shall, at all times during
the term hereof, remain a Wholly Owned Subsidiary of USRP Operating, S&C
shall, at all times during the term hereof, remain a Wholly Owned Subsidiary of
USRP Holding and USRP Holding shall, at all times during the term hereof,
remain a Wholly Owned Subsidiary of USRP Operating.”


 


(h)                                 The
text of Section 8.5(b)
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(b)                           Neither
the General SPE nor S&C shall sell, transfer, assign, pledge, encumber or
otherwise dispose of any of their respective assets except to the extent the
General SPE or S&C, as applicable, obtains the prior written consent of the
Agent (which consent may be withheld at the sole reasonable discretion of the
Agent).”


 


(i)                                     The
text of Section 8.15(c)
of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(c)                            the
General SPE shall not, at any time, contract, create, incur, assume or permit
to exist any Lien with respect to any of its assets except to the extent such
Liens are of the types described in Sections 8.2(a), (b), (c), (d), (e), (f),
(h) and (i);”


 


(j)                                     The
word “and” at the end of clause (d) of Section 8.15 is hereby deleted, the period (“.”) at
the end of clause (e) thereof is hereby deleted and replaced with a semicolon
(“;”) and the following clauses (f), (g) and (h) are hereby added to Section 8.15 of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“(f)                              S&C
shall not, at any time, contract, create, incur, assume or permit to exist any
Lien with respect to any of its assets except to the extent such Liens are of
the types described in Sections 8.2(a), (b), (c), (d), (e), (f), (h) and (i);


 


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(g)                                 S&C shall  not, in any case, incur any Indebtedness
or Contingent Obligations aside from Indebtedness and/or Contingent Obligations
arising in connection with the Credit Documents and Indebtedness and/or
Contingent Obligations of the type described in Section 8.1(e); and


 


(h)                                 USRP
Holding shall not, at any time, contract, create, incur, assume or permit to
exist any Lien on its ownership interests in S&C or on the income derived
therefrom (except to the extent such Liens arise in connection with the Credit
Documents).”


 


2.                                      References to “Borrower” in Credit Documents. 
All references to the “Borrower” or “Borrowers” contained in each of the
Credit Documents are hereby deemed to mean a collective reference to the
Existing Borrowers and the New Borrowers and any list of such parties is hereby
deemed to include reference to the New Borrowers.


 


3.                                      Reaffirmation
of Representations.  The
Borrower, General Partner and each of the other Guarantors hereby repeat and
reaffirm all representations and warranties (as modified, supplemented or
amended herein) made by such party to the Agent and the Lenders in the Credit
Agreement and the other Credit Documents to which it is a party on and as of
the date hereof (or, if any representation and warranty expressly relates to an
earlier date, on and as of such earlier date) with the same force and effect as
if such representations and warranties were set forth in this Agreement in
full.  The New Borrowers hereby join in
the making of such representations and warranties.  Each of the undersigned Credit Parties hereby acknowledges and
consents to the terms, conditions and revisions set forth in this Agreement.


 


4.                                      Reaffirmation
of Guaranty. The General Partner and each of the other Guarantors
hereby each reaffirm their continuing guaranty obligations to the Agent and the
Lenders under the Credit Agreement and agree that the transactions contemplated
by this Agreement shall not in any way affect the validity and enforceability
of their respective guaranties or the Credit Agreement or reduce, impair or
discharge their obligations thereunder.


 


5.                                      Conditions
Precedent.  The effectiveness of
this Agreement is subject to receipt by the Agent of each of the following,
each in form and substance satisfactory to the Agent:


 


(a)                                  a
counterpart of this Agreement duly executed by each of the parties listed in
the preamble hereof;


 


(b)                                 a
fully executed version of the USRP Holding Pledge Agreement in form and
substance similar to the document attached hereto as Exhibit A;


 


(c)                                  a
fully executed original of an amended and restated Revolving Note in form and
substance similar to the document attached hereto as Exhibit A;


 


(d)                                 the
following corporate documents:


 


(i)                                     Charter
Documents.  Copies of the articles
or certificates of incorporation or other charter documents of each New
Borrower certified to be true and complete as of a recent date by the
appropriate governmental authority of the state or other jurisdiction of its
incorporation and certified by a secretary or assistant secretary of such
Person to be true and correct as of the date hereof;


 


(ii)                                  Bylaws.  A copy of the bylaws, operating agreement or
equivalent of each New Borrower certified by a secretary or assistant secretary
of such Person to be true and correct and in force and effect as of the date
hereof;


 


(iii)                               Resolutions.  Copies of resolutions of the board of
directors or other governing body of each New Borrower approving and adopting
the transactions entered into and obligations assumed pursuant to the terms
hereof, approving and adopting the Credit Agreement and the other Credit
Documents (as amended hereby) to which it is a party and authorizing execution and
delivery of this the Loan Documents to which it is a party, such resolutions to
be certified by a secretary or


 


4

















 


assistant secretary of
such New Borrower to be true and correct and in force and effect as of the date
hereof;


 


(e)                                  evidence
that all governmental, shareholder and third-party consents and approvals (if
any) necessary in connection with the New Borrowers becoming parties to the
Credit Agreement and other Credit Documents have been obtained;


 


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


 


(g)                                 evidence,
satisfactory to the Agent, that S&C qualifies as a Bankruptcy Remote
Borrowing Entity and a taxable REIT subsidiary under the Code and that the
execution and performance by the Credit Parties under the Credit Documents
shall not affect such status; and


 


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


 


6.                                      Additional
Representations.  The Borrower
(including, without limitation, the New Borrower), General Partner and each of
the other Guarantors collectively represent and warrant to the Agent and the
Lenders that:


 


(a)                                  Authorization.  The Borrower, General Partner and each other
Guarantor, respectively, has the right and power and has obtained all
authorizations necessary to execute and deliver this Agreement and to perform
its respective obligations hereunder and under the Credit Agreement and Credit
Documents, as amended by this Agreement, in accordance with their respective
terms.  This Agreement has been duly
executed and delivered by a duly authorized officers of the Borrower, General
Partner and each other Guarantor, respectively, and each of this Agreement and
the Credit Agreement and Credit Documents, as amended by this Agreement, is a
legal, valid and binding obligation of the Borrower, General Partner and each
other Guarantor (each as applicable), enforceable against the Borrower, General
Partner and each other Guarantor (each as applicable) in accordance with its
respective terms, except as the same may be limited by bankruptcy, insolvency,
and other similar laws affecting the rights of creditors generally and the
availability of equitable remedies for the enforcement of certain obligations
contained herein or therein may be limited by equitable principles generally.


 


(b)                                 Compliance
with Laws, etc.  The execution and
delivery by the Borrower, General Partner and the other Guarantors of this
Agreement and the performance by the Borrower, General Partner and/or the other
Guarantors of this Agreement and the Credit Agreement and Credit Documents, as
amended by this Agreement, in accordance with their respective terms, does not
and will not, by the passage of time, the giving of notice or otherwise: (i)
require any Governmental Approval or violate any Applicable Law (including all
Environmental Laws) relating to the Borrower, General Partner, any of the other
Guarantors or any other Consolidated Party; (ii) conflict with, result in a
breach of or constitute a default under the organizational documents of the
Borrower, General Partner, any of the other Guarantors or any other
Consolidated Party, or any indenture, agreement/or other instrument to which
the Borrower, General Partner, any of the other Guarantors or any other
Consolidated Party is a party or by which it or any of its respective
properties may be bound; or (iii) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by the Borrower, General Partner, any other Guarantor or any
other Consolidated Party other than in favor of the Agent for the benefit of
the Lenders; and


 


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(c)                                  No
Default.  No Default or Event of
Default has occurred and is continuing as of the date hereof nor will exist
immediately after giving effect to this Agreement.


 


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


 


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


 


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


 


10.                               GOVERNING
LAW.  THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH
CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH
STATE.


 


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


 


12.                               Certain
References.  Each reference to
the Credit Agreement in any of the Credit Documents shall be deemed to be a
reference to the Credit Agreement as amended by this Agreement.


 


13.                               Expenses;
Opinion.  The Borrower shall
reimburse the Collateral Agent, Issuing Lender, Agent and Lenders upon demand
for all reasonable costs and expenses (including reasonable attorneys’ fees)
incurred by the such Persons in connection with the preparation, negotiation
and execution of this Agreement and the other agreements and documents executed
and delivered in connection herewith. 
Additionally, the Borrower shall deliver, within thirty (30) days of the
date hereof, a legal opinion from counsel to the Credit Parties concerning (a)
the due authorization, execution, delivery and enforceability of this Agreement
and the Credit Agreement, as amended to date and (b) such other matters as may
be reasonably requested by the Agent, in each case in form and substance
acceptable to the Agent.


 


14.                               Release.  Each Credit Party hereby represents and
warrants that it has no claims, counterclaims, offsets, or defenses to any of
the Credit Documents, or to the performance of their respective obligations
thereunder and, in consideration of the Lenders’ and Agent’s willingness to
grant the amendment referenced herein, hereby releases the Issuing Lender,
Agent, the Collateral Agent, the Lenders, BAS, and each of their respective
officers, employees, representatives, agents, counsel and directors from any
and all actions, causes of action, claims, demands, damages and liabilities of
whatever kind or nature, in law or in equity, now known or unknown, suspected
or unsuspected to the extent that any of the foregoing arises from any action
or failure to act on or prior to the date hereof.


 


15.                               Effect.  Except as expressly herein amended, the
terms and conditions of the Credit Agreement and the other Credit Documents
remain in full force and effect.  The
amendments contained herein shall be deemed to have


 


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prospective application
only, unless otherwise specifically stated herein.


 


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


 


17.                               Counterparts.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original and shall be
binding upon all parties, their successors and assigns.


 


 


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


 


 


	
  PRINCIPAL BORROWER:

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:  USRP MANAGING, INC.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
  /s/
  Stacy M. Riffe

  	
   

  	 

	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	 

	
  GENERAL SPE:

  	
   

  	
   

  	
   

  	 

	
   

  	
  USRP FUNDING 2002-A, L.P.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:  USRP (SFGP) 2, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  	 

	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	 

	
  S&C:

  	
   

  	
   

  	
   

  	 

	
   

  	
  USRP (S&C), LLC

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:  USRP Holding Corp.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  	 

	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	 

	
  USRP HOLDING CORP.:

  	
   

  	
   

  	
   

  	 

	
   

  	
  USRP HOLDING CORP.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  	 

	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	 

	
  GENERAL PARTNER:

  	
   

  	
   

  	
   

  	 

	
   

  	
  USRP MANAGING, INC.

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	 

	
  USRP
  REIT:

  	
   

  	
   

  	
   

  	 

	
   

  	
  U.S.  RESTAURANT PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  	 

	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
									



 


8

















 


	
  SUBSIDIARY GUARANTORS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARKANSAS
  RESTAURANTS #10, L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: North American Restaurant Management, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RESTAURANT
  PROPERTY PARTNERS, L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Restaurant Funding, Inc

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOUTHEAST
  FAST-FOOD PARTNERS, L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Bulldog Management, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (66), LTD.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: USRP GP1, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (FAIN 10), L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: USRP GP5, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


9

















 


	
   

  	
  USRP
  (KATY), L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: USRP GP8, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name: Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (LAVID), L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: USRP GP, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (PAC), L.P.,

  a Texas limited partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: USRP (Cap), Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (QUEST), L.P.,

  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By: USRP GP4, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe 

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (SAN ANTONIO), LTD.,

  a Texas limited partnership

  
	
   

  	
   

  
	
   

  	
   

  	
  By: USRP GP, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe 

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


10

















 


	
   

  	
  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

  



 


11

















 


	
   

  	
  USRP
  (BC), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (BILL), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (BOB), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (CAL), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (CAP), INC.

  a Texas corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (CARROLL), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


12

















 


	
   

  	
  USRP
  (CENTRAL AVENUE), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (CHRIS), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (DEEDEE), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (DON), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (FINANCE), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (FRED), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


13

















 


	
   

  	
  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

  



 


14

















 


	
   

  	
  USRP
  GP4, LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  GP5, LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  GP8, LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (ILLINOIS), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (JENNIFER), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (JONES), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


15

















 


	
   

  	
  USRP
  (JV2), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (MANAGER), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (MIDON), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (MINNESOTA), LLC,

  a Texas limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


16

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  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

  



 


17

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FUEL
  SUPPLY, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  PINNACLE
  RESTAURANT GROUP II, LLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


18

















 


	
   

  	
  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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  (WEST VIRGINIA) PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  USRP Renovation Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:  Restaurant
  Contractor Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RESTAURANT
  RENOVATION PARTNERS, L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: Restaurant Acquisition Corp.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


19

















 


	
   

  	
  RESTAURANT
  ACQUISITION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  RESTAURANT
  CONTRACTOR CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  USRP
  RENOVATION CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  



 


[remainder of page left
intentionally blank – additional signature page to follow]


 


20

















 


	
  AGENT/ISSUING LENDER/LENDER/COLLATERAL AGENT
  :

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

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

  Issuing Lender, sole Lender and Collateral Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
									



 


21

















 


EXHIBIT A


 


FORM OF USRP
HOLDING PLEDGE AGREEMENT


 


 


PLEDGE
AGREEMENT

[USRP HOLDING PLEDGE AGREEMENT]


 


 


THIS
PLEDGE AGREEMENT, dated as of July 31, 2003 (this “Pledge
Agreement”) is made by (a) USRP HOLDING
CORP., a Texas corporation, as pledgor (in such capacity, the “Pledgor”),
and (b) BANK OF AMERICA, N.A., in
its capacity as Agent (in such capacity, the “Collateral Agent”) for the
Secured Parties (as defined in Section 1 hereof).


 


RECITALS


 


WHEREAS,
pursuant to the terms of that certain Credit Agreement dated as of May 31,
2002 by and among U.S.  RESTAURANT PROPERTIES OPERATING L.P.,
a Delaware limited partnership (“USRP Operating” or the “Principal
Borrower”), USRP FUNDING 2002-A, L.P.,
a Texas limited partnership (the “General SPE), USRP (S&C), LLC, a Texas limited
liability company (“S&C”), USRP
HOLDING CORP., a Texas corporation (“USRP Holding”;
collectively, with USRP Operating, the General SPE and S&C, 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 herein), the Lenders (as defined herein),
BANK OF AMERICA, N.A., as Agent
for the Lenders (in such capacity, the “Agent”) and BANC OF AMERICA SECURITIES LLC, as Sole
Lead Arranger and Sole Book Manager (in such capacity “BAS”), as
amended or modified by the terms of that certain letter agreement dated as of
July 1, 2002 and that certain letter agreement dated as of September,
2002, as further amended by that certain First Amendment to Credit Agreement
dated as of September, 2002, as further amended by that certain Assignment of
Account (Borrower Collateral Accounts), Agreement Relating to Letters of Credit
and Second Amendment to Credit Agreement dated as of April 30, 2003, as
further amended by that certain Third Amendment to Credit Agreement dated as of
May 31, 2003, as further amended by that certain Fourth Amendment to
Credit Agreement dated as of June 30, 2003 and as further amended by that
certain Fifth Amendment to Credit Agreement and Credit Documents dated as of
July 31, 2003 (collectively, as the same may have be further amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Credit
Agreement”), the Secured Parties have agreed to make loans upon the terms
and subject to the conditions set forth therein;


 


WHEREAS,
it is a condition precedent to the effectiveness of that certain Fifth
Amendment to Credit Agreement and Credit Documents dated as of July 31,
2003 and the inclusion of the Pledgor as a Borrower under the Credit Agreement
that the Pledgor shall have executed and delivered this Pledge Agreement to the
Collateral Agent for the ratable benefit of the Secured Parties; and


 


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


 


1.                                       Definitions.
Capitalized terms used herein but not otherwise defined shall have the meanings
ascribed to such terms in the Credit Agreement. The following terms which are
defined in the Uniform Commercial Code as in effect in the State of North
Carolina as of the date hereof are used herein as so defined:  Accession, Financial Asset, Proceeds and
Security.  In addition, the following
terms have the following meanings:


 


“Secured Obligations”
means, without duplication, (i) all of the obligations of the Credit Parties to
any Secured Party, whenever arising, under the Credit Agreement or any of the
other Credit Documents (including, but not limited to, any interest accruing
after the occurrence of a Bankruptcy Event with respect to any Credit Party,
regardless of whether such interest is an allowed claim under the Bankruptcy
Code), whether now existing or hereafter arising, due or to become due, direct
or indirect, absolute or contingent,


 


22

















 


howsoever evidenced, created, held or acquired,
whether primary, secondary, direct, contingent, or joint and several, as such
obligations may be amended, modified, increased, extended, renewed or replaced
from time to time, (ii) all of the obligations of the Credit Parties to any
Secured Party under any Hedging Agreement, and (iii) all costs and expenses
incurred in connection with enforcement and collection of the foregoing
obligations, including reasonable attorneys’ fees and the allocated cost of
internal counsel.


 


“Secured Parties”
means a collective reference to the Agent, the Lenders, the Sole Lead Arranger
and the Sole Book Manager (each as defined in the Credit Agreement) and the
Collateral Agent.


 


“UCC” means
the Uniform Commercial Code, as in effect in the State of North Carolina.


 


2.                                       Pledge
and Grant of Security Interest. To secure the prompt payment and
performance in full when due, whether by lapse of time, acceleration, mandatory
prepayment or otherwise, of the Secured Obligations, Pledgor hereby grants,
pledges and assigns to the Collateral Agent, for the benefit of the Secured
Parties, a continuing security interest in, and a right to set off against, any
and all right, title and interest of Pledgor in and to the following, whether
now owned or existing or owned, acquired, or arising hereafter (collectively,
the “Pledged Collateral”):


 


(a)                                  Pledged
Capital Stock.  (i) 100% of the
issued and outstanding Capital Stock owned by Pledgor in the entities set forth
on Schedule 2(a) attached hereto and (ii) 65% of the issued and
outstanding classes of Capital Stock entitled to vote (within the meaning of
Treas. Reg. Section 1.956 2(c)(2)) (“Voting Equity”) and 100% of
the issued and outstanding classes of Capital Stock not entitled to vote
(within the meaning of Treas. Reg. Section 1.956 2(c)(2)) (“Non Voting
Equity”) owned by the Pledgor of each foreign Subsidiary of the Pledgor set
forth on Schedule 2(b), in each case together with the certificates
(or other agreements or instruments), if any, representing such Capital Stock
and all options and other rights, contractual or otherwise, with respect
thereto (collectively, together with the Capital Stock described in Sections
2(b) and 2(c) below, the “Pledged Capital Stock”), including, but not
limited to, the following:


 


(A)                              all
shares, securities, partnership interests, membership interests or other equity
interests representing a dividend on any of the Pledged Capital Stock, or
representing a distribution or return of capital upon or in respect of the
Pledged Capital Stock, or resulting from a stock split, revision,
reclassification or other exchange therefor, and any subscriptions, warrants,
rights or options issued to the holder of, or otherwise in respect of, the
Pledged Capital Stock; provided, however, that such Pledgor shall not be
required to deliver more than 65% of the Voting Equity of any Person that is a
foreign Subsidiary of the Pledgor; and


 


(B)                                without
affecting the obligations of the Pledgor under any provision prohibiting such
action hereunder or under the Credit Agreement, in the event of any
consolidation or merger involving the issuer of any Pledged Capital Stock and
in which such issuer is not the surviving entity, the Capital Stock (in the applicable
percentage specified in Section 2(a) above) of the successor entity formed
by or resulting from such consolidation or merger.


 


(b)                                 Additional
Shares.  (i) 100% of the issued and
outstanding Capital Stock of any Person which is hereafter listed on Schedule 2(a),
as amended from time to time and (ii) 65% of the Voting Equity and 100% of the
Non Voting Equity owned by the Pledgor of any Person which is hereafter listed
on Schedule 2(b), as amended from time to time, in each case
together with the certificates (or other agreements or instruments), if any,
representing such Capital Stock.


 


(c)                                  Proceeds.
All Accessions and all Proceeds of any and all of the foregoing, including,
without limitation, all cash and non-cash proceeds and products of the foregoing,
however and whenever acquired and in whatever form.


 


Without limiting the
generality of the foregoing, it is hereby specifically understood and agreed
that Pledgor may from time to time hereafter deliver additional shares of
Capital Stock to the Collateral Agent as collateral security for the Secured
Obligations.  Upon delivery to the
Collateral Agent, such additional Capital Stock


 


23

















 


shall be deemed to be part of the Pledged Collateral and shall be subject
to the terms of this Pledge Agreement whether or not Schedule 2(a)
is amended to refer to such additional Capital Stock.


 


3.                                       Security
for Secured Obligations. The security interest created hereby in the
Pledged Collateral constitutes continuing collateral security for the Secured
Obligations.


 


4.                                       Delivery
of the Pledged Collateral; Perfection of Security Interest.


 


(a)                                  Delivery
of Certificates.  Pledgor shall
deliver to the Collateral Agent (i) simultaneously with or prior to the
execution and delivery of this Pledge Agreement, all certificates representing
the Pledged Capital Stock of Pledgor and (ii) promptly upon the receipt thereof
by or on behalf of Pledgor, all other certificates and instruments constituting
Pledged Collateral of Pledgor.  Prior to
delivery to the Collateral Agent, all such certificates and instruments
constituting Pledged Collateral of Pledgor shall be held in trust by Pledgor
for the benefit of the Collateral Agent pursuant hereto.  All such certificates shall be delivered in suitable
form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment in blank, substantially in the form
provided in Exhibit 4(a) attached hereto with appropriate reference made
therein to capital stock, partnership interests or membership interests, as
appropriate.


 


(b)                                 Additional
Securities.  If Pledgor shall
receive by virtue of its being, becoming or having been the owner of any
Pledged Collateral, any (i) certificate, including without limitation, any certificate
representing a dividend or distribution in connection with any increase or
reduction of capital, reclassification, merger, consolidation, sale of assets,
combination of shares or membership or equity interests, stock splits, spin-off
or split-off, promissory notes or other instrument; (ii) option or right,
whether as an addition to, substitution for, or an exchange for, any Pledged
Collateral or otherwise; (iii) dividends payable in securities; or
(iv) distributions of securities or other equity interests in connection
with a partial or total liquidation, dissolution or reduction of capital,
capital surplus or paid-in surplus, then, subject to the percentage limitations
set forth in Section 2(a) above, Pledgor shall receive such certificate,
instrument, option, right or distribution in trust for the benefit of the
Secured Parties, shall segregate it from Pledgor’s other property and shall
deliver it forthwith to the Collateral Agent in the exact form received
together with any necessary endorsement and/or appropriate stock power duly
executed in blank, substantially in the form provided in Exhibit 4(a),
to be held by the Collateral Agent as Pledged Collateral and as further
collateral security for the Secured Obligations.


 


(c)                                  Financing
Statements.  Pledgor shall execute
and deliver to the Collateral Agent such UCC or other applicable financing
statements as may be reasonably requested by the Collateral Agent in order to
perfect and protect the security interest created hereby in the Pledged Collateral
of Pledgor.


 


(d)                                 Control.  If necessary to perfect the Secured Parties’
security interest in any Pledged Collateral consisting of uncertificated
Pledged Capital Stock, upon request of the Collateral Agent, (i) the Pledgor
shall, and shall cause each issuer of such uncertificated Pledged Capital Stock
(each an “Issuer”) to, execute a control agreement in form and substance
reasonably acceptable to the Collateral Agent. 
Pledgor hereby authorizes and instructs each Issuer that is a party to
this Pledge Agreement to comply with any instruction received by it from the
Collateral Agent in writing that (y) states that an Event of Default has
occurred and is continuing and (z) is otherwise in accordance with the terms of
this Pledge Agreement, without any other or further instructions from Pledgor,
and Pledgor agrees to indemnify such Issuer for any loss, damage or liability
incurred by such Issuer in acting upon such instructions of the Collateral
Agent.


 


5.                                       Representations
and Warranties.  Pledgor hereby
represents and warrants to the Collateral Agent, for the benefit of the Secured
Parties, that:


 


(a)                                  Authorization
of Pledged Capital Stock.  The
Pledged Capital Stock is duly authorized and validly issued, is fully paid and,
with respect any Pledged Capital Stock consisting of stock of a corporation,
nonassessable and is not subject to the preemptive rights of any Person.  All other shares of Capital Stock
constituting Pledged Collateral will be duly authorized and validly issued,
fully paid and,


 


24

















 


with respect any Pledged Capital Stock consisting of
stock of a corporation, nonassessable and not subject to the preemptive rights
of any Person.


 


(b)                                 Title.  Pledgor has good and indefeasible title to
the Pledged Collateral of Pledgor and will at all times be the legal and
beneficial owner of such Pledged Collateral free and clear of any Lien, other
than Permitted Liens.  There exists no
“adverse claim” within the meaning of Section 8-102 of the UCC with
respect to the Pledged Capital Stock of Pledgor.


 


(c)                                  Exercising
of Rights.  The exercise by the
Collateral Agent of its rights and remedies hereunder will not violate any law
or governmental regulation or any material contractual restriction binding on
or affecting Pledgor or any of its property.


 


(d)                                 Pledgor’s
Authority.  No authorization,
approval or action by, and no notice or filing with any Governmental Authority
or with the issuer of any Pledged Capital Stock is required either (i) for the
pledge made by Pledgor or for the granting of the security interest by Pledgor
pursuant to this Pledge Agreement or (ii) for the exercise by the Collateral
Agent or the Secured Parties of their rights and remedies hereunder (except as
may be required by laws affecting the offering and sale of securities).


 


(e)                                  Security
Interest/Priority.  This Pledge
Agreement creates a valid security interest in favor of the Collateral Agent,
for the benefit of the Secured Parties, in the Pledged Collateral.  The taking possession by the Collateral
Agent of the certificates, if any, representing the Pledged Capital Stock and
all other certificates and instruments constituting Pledged Collateral will
perfect and establish the first priority of the Collateral Agent’ security
interest in the Pledged Capital Stock and such certificates and instruments
and, upon the filing of UCC financing statements or registration of the
Collateral Agent’ security interest on the books and records of the Issuers of
any uncertificated Pledged Capital Stock, the Collateral Agent shall have a
first priority perfected security interest in all other Pledged Collateral
represented by such Pledged Capital Stock. 
Except as set forth in this Section 5(e), no action is necessary to
perfect or otherwise protect such security interest.


 


(f)                                    Partnership
and Membership Interests.  Except as
previously disclosed to the Collateral Agent, none of the Pledged Shares
consisting of partnership or limited liability company interests (i) is dealt
in or traded on a securities exchange or in a securities market, (ii) by its
terms expressly provides that it is a security governed by Article 8 of
the UCC, (iii) is an investment company security, (iv) is held in a securities
account or (v) constitutes a Security or a Financial Asset.


 


(g)                                 No
Other Capital Stock.  Pledgor owns
no Capital Stock in the SPE Sub other than as set forth on Schedule 2(a)
and Schedule 2(b) attached hereto.


 


(h)                                 Partnership
and Limited Liability Company Interests. 
Except as previously disclosed to the Collateral Agent, none of the
Pledged Capital Stock consisting of partnership or limited liability company
interests (i) is dealt in or traded on a securities exchange or in a securities
market, (ii) by its terms expressly provides that it is a security governed by
Article 8 of the UCC, (iii) is an investment company security, (iv) is
held in a securities account or (v) constitutes a “security” or a “financial
asset” as such terms are defined in Article 8 of the UCC.


 


6.                                       Covenants.  Pledgor hereby covenants, that until such time
as the Credit Party Obligations are fully satisfied, Pledgor shall:


 


(a)                                  Books
and Records.  Mark its books and
records (and shall cause the issuer of the Pledged Capital Stock of Pledgor to
mark its books and records) to reflect the security interest granted to the
Collateral Agent, for the benefit of the Secured Parties, pursuant to this
Pledge Agreement.


 


(b)                                 Defense
of Title.  Warrant and defend title
to and ownership of the Pledged Collateral of Pledgor at its own expense
against the claims and demands of all other parties claiming an interest
therein, keep the Pledged Collateral free from all Liens, except for Permitted
Liens, and not sell, exchange, transfer,


 


25

















 


assign, lease or otherwise dispose of Pledged
Collateral of Pledgor or any interest therein, except as permitted under the
Credit Agreement and the other Credit Documents.


 


(c)                                  Further
Assurances.  Promptly execute and
deliver at its expense all further instruments and documents and take all
further action that may be necessary and desirable or that the Collateral Agent
may reasonably request in order to (i) perfect and protect the security
interest created hereby in the Pledged Collateral of Pledgor (including,
without limitation, the execution and filing of UCC financing statements and
any and all action necessary to satisfy the Collateral Agent that the
Collateral Agent has obtained a first priority perfected security interest in
all Pledged Capital Stock); (ii) enable the Collateral Agent to exercise and
enforce its rights and remedies hereunder in respect of the Pledged Collateral
of Pledgor; and (iii) otherwise effect the purposes of this Pledge Agreement,
including, without limitation and if requested by the Collateral Agent upon the
occurrence or during the continuance of an Event of Default, delivering to the
Collateral Agent irrevocable proxies in respect of the Pledged Collateral of
Pledgor.  To that end, Pledgor agrees
that the Collateral Agent may file one or more financing statements disclosing
the Collateral Agent’s security interest in any or all of the Pledged
Collateral of Pledgor without Pledgor’s signature thereon, and further Pledgor
also hereby irrevocably makes, constitutes and appoints the Collateral Agent,
its nominee or any other person whom the Collateral Agent may designate, as
Pledgor’s attorney-in-fact with full power and for the limited purpose to sign
in the name of Pledgor any such financing statements (including renewal
statements), amendments and supplements, notices or any similar documents that
in the Collateral Agent’s reasonable discretion would be necessary, appropriate
or convenient in order to perfect and maintain perfection of the security
interests granted hereunder, such power, being coupled with an interest, being
and remaining irrevocable so long as the Secured Obligations remain unpaid and
until the commitments relating thereto shall have been terminated.  Pledgor hereby agrees that a carbon,
photographic or other reproduction of this Pledge Agreement or any such
financing statement is sufficient for filing as a financing statement by the
Collateral Agent without notice thereof to Pledgor wherever the Collateral
Agent may in its sole discretion desire to file the same.  In the event for any reason the law of any
jurisdiction other than Delaware becomes or is applicable to the Pledged
Collateral of Pledgor or any part thereof, or to any of the Secured
Obligations, Pledgor agrees to execute and deliver all such instruments and to
do all such other things as the Collateral Agent reasonably deems necessary to
preserve, protect and enforce the security interests of the Collateral Agent
under the law of such other jurisdiction (and, if Pledgor shall fail to do so
promptly upon the request of the Collateral Agent, then the Collateral Agent
may execute any and all such requested documents on behalf of Pledgor pursuant
to the power of attorney granted hereinabove). 
If any Pledged Collateral is in the possession or control of Pledgor’s
agents and the Collateral Agent so requests, Pledgor agrees to notify such
agents in writing of the Collateral Agent’s security interest therein and, upon
the Collateral Agent’s request, instruct them to hold all such Pledged
Collateral for its account and subject to the Collateral Agent’s
instructions.  Pledgor agrees to mark
its books and records to reflect the security interest of the Collateral Agent
in the Pledged Collateral.


 


(d)                                 Amendments.  Not make or consent to any amendment or
other modification or waiver with respect to any of the Pledged Collateral of
Pledgor or enter into any agreement or allow to exist any restriction with
respect to any of the Pledged Collateral of Pledgor other than pursuant hereto
or as may be permitted under the Credit Agreement.


 


(e)                                  Compliance
with Securities Laws.  File all
reports and other information now or hereafter required to be filed by Pledgor
with the United States Securities and Exchange Commission and any other state,
federal or foreign agency in connection with the ownership of the Pledged
Collateral of Pledgor.


 


(f)                                    Issuance,
Acquisition or Encumbrance of Capital Stock.  Not issue or acquire any Capital Stock or execute any warrants,
pledges or similar instruments pledging or in any manner encumbering its
currently outstanding Capital Stock except to the extent required by the Credit
Documents.


 


7.                                       Performance
of Obligations and Advances by Collateral Agent or Secured Parties. On
failure of Pledgor to perform any of the covenants and agreements contained
herein, the Collateral Agent or any of the Secured Parties may, at its sole
option and in its reasonable discretion, perform or cause to be performed the
same and in so doing may expend such sums as the Collateral Agent or such
Secured Party may reasonably deem advisable in the performance thereof,
including, without limitation, the payment of any insurance premiums, the
payment of any taxes, a payment to


 


26

















 


obtain a release of a Lien or potential Lien, expenditures made in
defending against any adverse claim and all other expenditures which the
Collateral Agent or such Secured Party may make for the protection of the
security hereof or which may be compelled to make by operation of law.  All such sums and amounts so expended shall
be repayable by the Pledgor on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Secured
Obligations and shall bear interest from the date said amounts are expended at
the default rate specified in Section 3.1 of the Credit Agreement
for Revolving Loans.  No such
performance of any covenant or agreement by the Collateral Agent or the Secured
Parties on behalf of Pledgor, and no such advance or expenditure therefor,
shall relieve the Pledgor of any default under the terms of this Pledge
Agreement, the Credit Agreement, any of the other Credit Documents or any other
documents relating to the Secured Obligations. 
The Collateral Agent or any Secured Party may make any payment hereby
authorized in accordance with any bill, statement or estimate procured from the
appropriate public office or holder of the claim to be discharged without
inquiry into the accuracy of such bill, statement or estimate or into the
validity of any tax assessment, sale, forfeiture, tax lien, title or claim
except to the extent such payment is being contested in good faith by Pledgor
in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.


 


8.                                       Events
of Default. The occurrence of an event which under the Credit Agreement
would constitute an Event of Default shall be an event of default hereunder (an
“Event of Default”).


 


9.                                       Remedies.


 


(a)                                  General
Remedies. Upon the occurrence of an Event of Default and during the
continuation thereof, the Collateral Agent and the Secured Parties shall have,
in addition to the rights and remedies provided herein, in the Credit
Agreement, the other Credit Documents or in any other documents relating to the
Secured Obligations, or by law (including, without limitation, levy of
attachment or garnishment), the rights and remedies of a secured party under
the UCC of the jurisdiction applicable to the affected Pledged Collateral.


 


(b)                                 Sale
of Pledged Collateral.  Upon the
occurrence of an Event of Default and during the continuation thereof, without
limiting the generality of this Section and without notice, the Collateral
Agent may, in their sole discretion, sell or otherwise dispose of or realize
upon the Pledged Collateral, or any part thereof, in one or more parcels, at
public or private sale, at any exchange or broker’s board or elsewhere, at such
price or prices and on such other terms as the Collateral Agent may deem
commercially reasonable, for cash, credit or for future delivery or otherwise
in accordance with applicable law.  To
the extent permitted by law, any Secured Party may in such event bid for the
purchase of such securities.  Pledgor
agrees that, to the extent notice of sale shall be required by law and has not
been waived by Pledgor, any requirement of reasonable notice shall be met if
notice, specifying the place of any public sale or the time after which any
private sale is to be made, is personally served on or mailed postage prepaid
to Pledgor in accordance with the notice provisions of Section 11.1
of the Credit Agreement at least 10 days before the time of such sale.  The Collateral Agent shall not be obligated
to make any sale of Pledged Collateral of Pledgor regardless of notice of sale
having been given.  The Collateral Agent
may adjourn any public or private sale from time to time by announcement at the
time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.


 


(c)                                  Private
Sale.  Upon the occurrence of an
Event of Default and during the continuation thereof, the Pledgor recognizes
that the Collateral Agent may deem it impracticable to effect a public sale of
all or any part of the Pledged Collateral and that the Collateral Agent may,
therefore, determine to make one or more private sales of any such Pledged
Collateral to a restricted group of purchasers who will be obligated to agree,
among other things, to acquire such Pledged Collateral for their own account,
for investment and not with a view to the distribution or resale thereof.  Pledgor acknowledges that any such private
sale may be at prices and on terms less favorable to the seller than the prices
and other terms which might have been obtained at a public sale and, notwithstanding
the foregoing, agrees that such private sale shall be deemed to have been made
in a commercially reasonable manner and that the Collateral Agent shall have no
obligation to delay sale of any such Pledged Collateral for the period of time
necessary to permit the issuer of such Pledged Collateral to register such
Pledged Collateral for public sale under the Securities Act of 1933.  Pledgor further acknowledges and agrees that
any offer to sell such Pledged Collateral which has been (i) publicly advertised
on a bona fide basis in a newspaper or other publication of


 


27

















 


general circulation in the financial community of
Charlotte, North Carolina (to the extent that such offer may be advertised
without prior registration under the Securities Act of 1933), or (ii) made
privately in the manner described above shall be deemed to involve a “public
sale” under the UCC, notwithstanding that such sale may not constitute a
“public offering” under the Securities Act of 1933, and the Collateral Agent
may, in such event, bid for the purchase of such Pledged Collateral.


 


(d)                                 Retention
of Pledged Collateral. To the extent permitted under applicable law, in
addition to the rights and remedies hereunder, upon the occurrence of an Event
of Default, the Collateral Agent may, after providing the notices required by
Sections 9-620 and 9-621 of the UCC or otherwise complying with the
requirements of applicable law of the relevant jurisdiction, accept or retain
all or any portion of the Pledged Collateral in satisfaction of the Secured
Obligations.  Unless and until the
Collateral Agent shall have provided such notices, however, the Collateral
Agent shall not be deemed to have accepted or retained any Pledged Collateral
in satisfaction of any Secured Obligations for any reason.


 


(e)                                  Deficiency.  In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which the
Collateral Agent or the Secured Parties are legally entitled, the Pledgor shall
be jointly and severally liable for the deficiency, together with interest
thereon at the default rate specified in Section 3.1 of the Credit
Agreement for Revolving Loans that are Base Rate Loans and together with the
costs of collection and the reasonable fees of any attorneys employed by the
Collateral Agent to collect such deficiency. 
Any surplus remaining after the full payment and satisfaction of the
Secured Obligations shall be returned to the Pledgor or to whomsoever a court
of competent jurisdiction shall determine to be entitled thereto.


 


(f)                                    Partial
Exercise of Remedies/Failure to Exercise Remedies.  Pledgor hereby acknowledges and agrees that
(i) the Collateral Agent shall not, in any case, be obligated to exercise any
remedies contemplated hereunder, (ii) the Collateral Agent may, in their sole
discretion, exercise any remedy contemplated hereunder with respect to all or
any portion of the Pledged Collateral, and (iii) any failure by the Collateral
Agent upon an Event of Default hereunder to exercise its remedies with respect
to any portion or the whole of the Pledged Collateral shall not constitute a
waiver of its right to exercise such remedies at any point in the future during
such Event of Default or any later Event of Default.


 


10.                                 Rights
of the Collateral Agent.


 


(a)                                  Power
of Attorney.  In addition to other
powers of attorney contained herein, Pledgor hereby designates and appoints the
Collateral Agent, on behalf of the Secured Parties, and each of their designees
or agents as attorney-in-fact of Pledgor, irrevocably and with power of
substitution, with authority to take any or all of the following actions upon
the occurrence and during the continuance of an Event of Default:


 


(i)                                     to
demand, collect, settle, compromise, adjust and give discharges and releases
concerning the Pledged Collateral of Pledgor, all as the Collateral Agent may
reasonably determine;


 


(ii)                                  to
commence and prosecute any actions at any court for the purposes of collecting
any of the Pledged Collateral of Pledgor and enforcing any other right in
respect thereof;


 


(iii)                               to
defend, settle, adjust or compromise any action, suit or proceeding brought
and, in connection therewith, give such discharge or release as the Collateral
Agent may deem reasonably appropriate;


 


(iv)                              to
pay or discharge taxes, liens, security interests, or other encumbrances levied
or placed on or threatened against the Pledged Collateral of Pledgor;


 


28

















 


(v)                                 to
direct any parties liable for any payment under any of the Pledged Collateral to
make payment of any and all monies due and to become due thereunder directly to
the Collateral Agent or as the Collateral Agent shall direct;


 


(vi)                              to
receive payment of and receipt for any and all monies, claims, and other
amounts due and to become due at any time in respect of or arising out of any
Pledged Collateral of Pledgor;


 


(vii)                           to sign
and endorse any drafts, assignments, proxies, stock powers, verifications,
notices and other documents relating to the Pledged Collateral of Pledgor;


 


(viii)                        to execute
and deliver all assignments, conveyances, statements, financing statements,
renewal financing statements, pledge agreements, affidavits, notices and other
agreements, instruments and documents that the Collateral Agent may determine
necessary in order to perfect and maintain the security interests and liens
granted in this Pledge Agreement and in order to fully consummate all of the
transactions contemplated herein;


 


(ix)                                to
exchange any of the Pledged Collateral of Pledgor or other property upon any
merger, consolidation, reorganization, recapitalization or other readjustment
of the issuer thereof and, in connection therewith, deposit any of the Pledged
Collateral of Pledgor with any committee, depository, transfer agent, registrar
or other designated agency upon such terms as the Collateral Agent may
determine;


 


(x)                                   to
vote for a shareholder or member resolution, or to sign an instrument in
writing, sanctioning the transfer of any or all of the Pledged Capital Stock of
Pledgor into the name of the Collateral Agent or one or more of the Secured
Parties or into the name of any transferee to whom the Pledged Capital Stock of
Pledgor or any part thereof may be sold pursuant to Section 9 hereof; and


 


(xi)                                to
do and perform all such other acts and things as the Collateral Agent may
reasonably deem to be necessary, proper or convenient in connection with the
Pledged Collateral of Pledgor.


 


This power of attorney is
a power coupled with an interest and shall be irrevocable for so long as any of
the Credit Party Obligations are not fully satisfied.  The Collateral Agent shall be under no duty to exercise or
withhold the exercise of any of the rights, powers, privileges and options
expressly or implicitly granted to the Collateral Agent in this Pledge
Agreement and shall not be liable for any failure to do so or any delay in
doing so.  The Collateral Agent shall
not be liable for any act or omission or for any error of judgment or any
mistake of fact or law in their individual capacities or their capacity as attorney-in-fact
except acts or omissions resulting from its gross negligence or willful
misconduct.  This power of attorney is
conferred on the Collateral Agent solely to protect, preserve and realize upon
its security interest in the Pledged Collateral.


 


(b)                                 Assignment
by the Collateral Agent.  The
Collateral Agent may from time to time assign the Secured Obligations and any
portion thereof and/or the Pledged Collateral and any portion thereof to a
successor Collateral Agent under the Credit Agreement and the assignee shall be
entitled to all of the rights and remedies of the Collateral Agent under this
Pledge Agreement in relation thereto.


 


(c)                                  The
Collateral Agent’s Duty of Care. 
Other than the exercise of reasonable care to ensure the safe custody of
the Pledged Collateral while being held by the Collateral Agent hereunder, the
Collateral Agent shall have no duty or liability to preserve rights pertaining
thereto, it being understood and agreed that the Pledgor shall be responsible
for preservation of all rights in the Pledged Collateral of Pledgor, and the
Collateral Agent shall be relieved of all responsibility for such Pledged
Collateral upon surrendering it or tendering the surrender of it to
Pledgor.  The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of the
Pledged Collateral in its possession if such Pledged Collateral is accorded
treatment substantially equal to that which the Collateral Agent accord their


 


29

















 


own property, which shall be no less than the
treatment employed by a reasonable and prudent agent in the industry, it being
understood that the Collateral Agent shall not have responsibility for (i)
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relating to any Pledged Collateral,
whether or not the Collateral Agent have or are deemed to have knowledge of
such matters; or (ii) taking any necessary steps to preserve rights against any
parties with respect to any Pledged Collateral.


 


(d)                                 Voting
Rights in Respect of the Pledged Collateral.


 


(i)                                     So
long as no Event of Default shall have occurred and be continuing, to the
extent permitted by law, Pledgor may exercise any and all voting and other
consensual rights pertaining to the Pledged Collateral of Pledgor or any part
thereof for any purpose not inconsistent with the terms of this Pledge
Agreement or the Credit Agreement (including, without limitation,
Section 6(g) hereof); and


 


(ii)                                  Upon
the occurrence and during the continuance of an Event of Default, all rights of
Pledgor to exercise the voting and other consensual rights which it would
otherwise be entitled to exercise pursuant to paragraph (i) of this
Section shall cease and all such rights shall thereupon become vested in
the Collateral Agent which shall then have the sole right to exercise such
voting and other consensual rights.


 


(f)                                    Dividend
and Distribution Rights in Respect of the Pledged Collateral.


 


(i)                                     So
long as no Event of Default shall have occurred and be continuing and subject
to Section 4(b) hereof, Pledgor may receive and retain any and all
dividends (other than stock dividends and other dividends constituting Pledged
Collateral which are addressed hereinabove), distributions or interest paid in
respect of the Pledged Collateral to the extent they are allowed under the
Credit Agreement.


 


(ii)                                  Upon
the occurrence and during the continuance of an Event of Default:


 


(A)                              all
rights of Pledgor to receive the dividends, distributions and interest payments
which it would otherwise be authorized to receive and retain pursuant to
subsection (i) of this Section shall cease and all such rights shall
thereupon be vested in the Collateral Agent which shall then have the sole
right to receive and hold as Pledged Collateral such dividends, distributions
and interest payments; and


 


(B)                                all
dividends, distributions and interest payments which are received by Pledgor
contrary to the provisions of subsection (A) of this Section shall be
received in trust for the benefit of the Secured Parties, shall be segregated
from other property or funds of Pledgor, and shall be forthwith paid over to
the Collateral Agent as Pledged Collateral in the exact form received, to be
held by the Collateral Agent as Pledged Collateral and as further collateral
security for the Secured Obligations.


 


(g)                                 Release
of Pledged Collateral.  The
Collateral Agent may release any of the Pledged Collateral from this Pledge
Agreement or may substitute any of the Pledged Collateral for other Pledged
Collateral without altering, varying or diminishing in any way the force,
effect, lien, pledge or security interest of this Pledge Agreement as to any
Pledged Collateral not expressly released or substituted, and this Pledge Agreement
shall continue as a first priority lien on all Pledged Collateral not expressly
released or substituted.


 


11.                                 Rights
of Required Lenders and Actions of Collateral Agent.


 


(a)                                  Rights
of Required Lenders to Act for Collateral Agent.  All rights of the Collateral Agent hereunder, if not exercised by
the Collateral Agent, in its capacity as a Lender Entity, may be exercised by
the Required Lenders.


 


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(b)                                 Actions
of Collateral Agent.  All actions of
the Collateral Agent hereunder (including the exercise of the remedies set
forth in Section 9 hereof) shall be taken with the unanimous
consent of each of the Collateral Agent, except to the extent the Secured
Obligations with respect to the credit facility administered by such Lender
Entity are fully satisfied, in which case such Lender Entity’s consent shall
not be required.


 


12.                                 Application
of Proceeds.  Upon the occurrence
and during the continuance of an Event of Default, any payments in respect of
the Secured Obligations and any proceeds of any Pledged Collateral, when
received by the Collateral Agent or any of the Secured Parties in cash or its
equivalent, will be applied pro rata to the Secured Obligations in respect of
the Credit Agreement and the Credit Documents. 
Following such pro rata allocation, such proceeds shall be applied in
reduction of the Secured Obligations in the order set forth in Section 3.15(b)
of the Credit Agreement.  Pledgor
irrevocably waives the right to direct the application of such payments and
proceeds and acknowledges and agrees that the Collateral Agent shall have the
continuing and exclusive right to apply and reapply any and all such payments
and proceeds in the Collateral Agent’ sole discretion, notwithstanding any
entry to the contrary upon any of its books and records.


 


13.                                 Costs
and Expenses. At all times hereafter, whether or not upon the occurrence of
an Event of Default, the Pledgors agree to promptly pay upon demand any and all
reasonable costs and expenses (including, without limitation, reasonably
attorneys’ fees) of the Collateral Agent and the Secured Parties (a) as
required under the Credit Agreement and (b) as necessary to protect the Pledged
Collateral or to exercise any rights or remedies under this Pledge Agreement or
with respect to any Pledged Collateral. 
All of the foregoing costs and expenses shall constitute Secured
Obligations hereunder.


 


14.                                 Continuing
Agreement.


 


(a)                                  This
Pledge Agreement shall be a continuing agreement in every respect and shall
remain in full force and effect until such time as the Credit Party Obligations
under the Credit Agreement are Fully Satisfied.  At such time as such obligations are fully satisfied, this Pledge
Agreement shall be automatically terminated and the Collateral Agent and the
Secured Parties shall, upon the request and at the expense of the Pledgor, (i)
return all certificates representing the Pledged Capital Stock, all other
certificates and instruments constituting Pledged Collateral and all
instruments of transfer or assignment which have been delivered to the
Collateral Agent pursuant to this Pledge Agreement and (ii) forthwith release
all of its liens and security interests hereunder and shall execute and deliver
all UCC termination statements and/or other documents reasonably requested by
the Pledgor evidencing such termination. 
Notwithstanding the foregoing, all releases and indemnities provided
hereunder shall survive termination of this Pledge Agreement.


 


(b)                                 This
Pledge Agreement shall continue to be effective or be automatically reinstated,
as the case may be, if at any time payment, in whole or in part, of any of the
Secured Obligations is rescinded or must otherwise be restored or returned by
the Collateral Agent or any Secured Party as a preference, fraudulent
conveyance or otherwise under any bankruptcy, insolvency or similar law, all as
though such payment had not been made; provided that in the event payment of
all or any part of the Secured Obligations is rescinded or must be restored or
returned, all reasonable costs and expenses (including without limitation any
reasonable legal fees and disbursements) incurred by the Collateral Agent or
any Secured Party in defending and enforcing such reinstatement shall be deemed
to be included as a part of the Secured Obligations.


 


15.                                 Amendments;
Waivers; Modifications.  This Pledge
Agreement and the provisions hereof may not be amended, waived, modified,
changed, discharged or terminated unless such amendment, waiver, modification,
change, discharge or termination is evidenced in writing and signed by the
Collateral Agent and the Pledgor.


 


16.                                 Successors
in Interest.  This Pledge Agreement
shall create a continuing security interest in the Collateral and shall be
binding upon Pledgor, its successors and assigns and shall inure, together with
the rights and remedies of the Collateral Agent and the Secured Parties
hereunder, to the benefit of the Collateral Agent and the Secured Parties and
their successors and permitted assigns; provided, however, that
the Pledgor may not assign its rights or delegate its duties hereunder without
the prior written consent of the requisite Lenders, as required by the


 


31

















 


Credit Agreement, and the Collateral Agent.  To the fullest extent permitted by law, Pledgor hereby releases
the Collateral Agent and each Secured Party, and its successors and assigns,
from any liability for any act or omission relating to this Pledge Agreement or
the Collateral, except, as applicable, for any liability arising from the gross
negligence or willful misconduct of the Collateral Agent, or such Secured
Party, or its officers, employees or agents.


 


17.                                 Notices.  All notices required or permitted to be
given under this Pledge Agreement shall be in conformance with Section 11.1
of the Credit Agreement.


 


18.                                 Counterparts.  This Pledge Agreement may be executed in any
number of counterparts, each of which where so executed and delivered shall be
an original, but all of which shall constitute one and the same instrument.  It shall not be necessary in making proof of
this Pledge Agreement to produce or account for more than one such counterpart.


 


19.                                 Headings.  The headings of the sections and subsections
hereof are provided for convenience only and shall not in any way affect the
meaning, construction or interpretation of any provision of this Pledge
Agreement.


 


20.                                 Governing Law.


 


THIS PLEDGE AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF
THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF EXCEPT TO THE EXTENT THAT PERFECTION AND REMEDIES ARE NECESSARILY
GOVERNED BY THE LAWS OF ANOTHER JURISDICTION.


 


21.                                 Waiver of Jury Trial.


 


EACH OF THE PLEDGOR AND
THE COLLATERAL AGENT HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED
UNDER APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED THEREBY AND TO THE FULLEST EXTENT PERMITTED BY LAW WAIVES ANY
RIGHTS THAT IT MAY HAVE TO CLAIM OR RECEIVE CONSEQUENTIAL OR SPECIAL
DAMAGES IN CONNECTION WITH ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS PLEDGE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY.


 


22.                                 Consent
to Jurisdiction.


 


(a)                                  Any
legal action or proceeding with respect to this Pledge Agreement 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 Pledge Agreement, the Pledgor hereby irrevocably accepts for
himself and in respect of its property, generally and unconditionally, the
nonexclusive jurisdiction of such courts. 
The Pledgor further irrevocably consents to the service of process in
any manner permitted by law.  Nothing
herein shall affect the right of any Secured Party to commence legal
proceedings or to otherwise proceed against the Pledgor in any other
jurisdiction.


 


(b)                                 The
Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Pledge Agreement in the courts referred to in Section 22(a).  Each of the parties hereto 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.


 


23.                                 Severability.  If any provision of this Pledge Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.


 


24.                                 Entirety.  This Pledge Agreement, the Credit Agreement,
the other Credit Documents and any other documents relating to the Secured
Obligations represent the entire agreement of the parties hereto and thereto,
and supersede all prior agreements and understandings, oral or written, if any,
including any commitment letters or


 


32

















 


correspondence relating to the Credit Agreement, the other Credit
Documents or the transactions contemplated herein and therein.


 


25.                                 Survival.  All representations and warranties of the
Pledgor hereunder shall survive the execution and delivery of this Pledge
Agreement, the Credit Agreement, the other Credit Documents, the delivery of
the Notes under the Credit Agreement, the making of the loans under the Credit
Agreement.


 


26.                                 Other
Security.  To the extent that any of
the Secured Obligations are now or hereafter secured by property other than the
Pledged Collateral (including, without limitation, real and other personal
property owned by Pledgor), or by a guarantee, endorsement or property of any
other Person, then the Collateral Agent and the Secured Parties shall have the
right to proceed against such other property, guarantee or endorsement upon the
occurrence of any Event of Default, and the Collateral Agent and the Secured
Parties have the right, in their sole discretion, to determine which rights,
security, liens, security interests or remedies the Collateral Agent and the
Secured Parties shall at any time pursue, relinquish, subordinate, modify or
take with respect thereto, without in any way modifying or affecting any of
them or any of the Collateral Agent’ and the Secured Parties’ rights or the
Secured Obligations under this Pledge Agreement, the Credit Agreement, the
other Credit Documents or any other documents relating to the Secured
Obligations.


 


[remainder of page
intentionally left blank]


 


33

















 


Each of the parties
hereto has caused a counterpart of this Pledge Agreement to be duly executed
and delivered as of the date first above written.


 


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  USRP HOLDING CORP., a
  Texas corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
           /s/
  Stacy M. Riffe

  	
   

  
	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and agreed as
  of the date first above written.

  
	
   

  	
   

  
	
   

  	
  COLLATERAL
  AGENT:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  as Collateral Agent for the Secured Parties

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 

















 


Schedule 2(a)




to




Pledge Agreement




dated as of
                ,
2003 in favor of




the Collateral
Agent




PLEDGED CAPITAL
STOCK


 


 


1.                                       USRP
(S&C), LLC, a Texas limited liability company.


 

















 


Schedule 2(b)




to




Pledge Agreement




dated as of
                ,
2003 in favor of




the Collateral
Agent




PLEDGED CAPITAL
STOCK 


 


[None.]


 


3

















 


Exhibit 4(a)




to




Pledge Agreement




dated as of
                ,
2003 in favor of




the Collateral
Agent




 


Irrevocable Stock
Power


 


 


FOR VALUE RECEIVED, the
undersigned hereby sells, assigns and transfers to


 


 


the following shares of
[Capital Stock] of
                                            ,
a
                                :


 




	
  No. of Shares

  	
   

  	
  Certificate No.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 


and irrevocably appoints
                                                      
its agent and attorney-in-fact to transfer all or any part of such capital
stock and to take all necessary and appropriate action to effect any such
transfer.  The agent and attorney-in-fact
may substitute and appoint one or more persons to act for him.


 


	
   

  	
                                                                           ,

  
	
   

  	
  a
                          
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


4

















 


EXHIBIT B


 


FORM OF AMENDED
AND RESTATED REVOLVING NOTE


 


 


AMENDED
AND RESTATED REVOLVING NOTE


 


	
  $30,000,000

  	
   

  	
  July 31,
  2003

  



 


FOR VALUE RECEIVED,
U.S.  RESTAURANT  PROPERTIES OPERATING, L.P., a Delaware
corporation, USRP FUNDING 2002-A, L.P., a Texas limited partnership, USRP
(S&C), LLC, a Texas limited liability company and USRP Holding Corp., a
Texas corporation (collectively, the “Borrower”), hereby promise to pay
to the order of BANK OF AMERICA, N.A., its successors and assigns (the “Lender”),
at the office of Bank of America, N.A., as Agent (the “Agent”), at 101
North Tryon Street, Independence Center, NC1-001-15-04, Charlotte, North
Carolina  28255 (or at such other place
or places as the holder hereof may designate), at the times set forth in the
Credit Agreement dated as of May 31, 2002 among the Borrower, the
Guarantors, the Lenders and the Agent (as it may be as amended, modified,
restated or supplemented from time to time, the “Credit Agreement”; all
capitalized terms not otherwise defined herein shall have the meanings set
forth in the Credit Agreement), but in no event later than the Maturity Date,
in Dollars and in immediately available funds, the principal amount of THIRTY MILLION AND NO/100 DOLLARS ($30,000,000)
or, if less than such principal amount, the aggregate unpaid principal amount
of all Revolving Loans made by the Lender to the Borrower pursuant to the
Credit Agreement, and to pay interest from the date hereof on the unpaid
principal amount hereof, in like money, at said office, on the dates and at the
rates selected in accordance with Section 2.1(d) of the Credit Agreement.


 


Upon the occurrence and
during the continuance of an Event of Default, the balance outstanding
hereunder shall bear interest as provided in Section 3.1 of the Credit
Agreement.  Further, in the event the
payment of all sums due hereunder is accelerated under the terms of the Credit
Agreement, this Note, and all other indebtedness of the Borrower to the Lender
shall become immediately due and payable, without presentment, demand, protest
or notice of any kind, all of which are hereby waived by the Borrower.


 


In the event this Note is
not paid when due at any stated or accelerated maturity, the Borrower agrees to
pay, in addition to the principal and interest, all costs of collection,
including reasonable attorneys’ fees.


 


This Note and the Loans
evidenced hereby may be transferred in whole or in part only by registration of
such transfer on the Register maintained by or on behalf of the Borrower as
provided in Section 11.3(c) of the Credit Agreement.


 


This Note is an amendment
to, and is in substitution and replacement of that certain Revolving Note dated
as of May 31, 2002 in the principal amount of $35,000,000.00 (the “Replaced
Note”).  This Note represents the
same indebtedness represented by the Replaced Note and is not intended
to constitute a novation in any manner whatsoever.


 


[remainder of page
left intentionally blank – signature page to follow]


 


5

















 


IN WITNESS WHEREOF, the
Borrower has caused this Note to be duly executed by its duly authorized
officer as of the day and year first above written.


 


	
  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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  USRP
  FUNDING 2002-A, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  USRP (SFGP) 2, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  USRP
  (S&C), LLC

  
	
   

  	
   

  
	
   

  	
  By:  USRP Holding Corp.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  USRP
  HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Stacy M. Riffe

  	
   

  
	
   

  	
   

  	
  Name:  Stacy M. Riffe

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
								



 


6