**Exhibit10.2**

 

**SIXTHAMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS**

 

Dated as ofSeptember 30, 2003

 

This **SIXTH AMENDMENT TO CREDITAGREEMENT AND CREDIT DOCUMENTS** (this “Agreement” or this “SixthAmendment”) by and among **U.S.  RESTAURANT PROPERTIES OPERATING L.P.**,a Delaware limited partnership (“USRP Operating” or the “PrincipalBorrower”), **USRP FUNDING 2002-A, L.P.**,a Texas limited partnership (the “General SPE”), **USRP (S&C), LLC**, a Texas limitedliability company (“S&C”), **USRPHOLDING CORP.**, a Texas corporation (“USRP Holding”;collectively, with the Principal Borrower, the General SPE and S&C, the “Borrower”;provided, that representations and warranties of the Borrower contained hereinshall be deemed to be made by each of them), **USRPMANAGING, INC.**, a Delaware corporation and the general partner ofUSRP Operating, as a Guarantor (the “General Partner”), **U.S. RESTAURANT PROPERTIES, INC.**, aMaryland corporation, as a Guarantor (“USRP REIT”), the SubsidiaryGuarantors (as defined in the Credit Agreement referenced below), the Lenders(as defined in the Credit Agreement), **BANK OFAMERICA, 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 datedas of May 31, 2002 among the Borrower, the General Partner, the SubsidiaryGuarantors, the Agent, the Lenders and Banc of America Securities LLC, as SoleLead Arranger and Sole Book Manager (in such capacity “BAS”), asamended or modified by the terms of that certain letter agreement dated as ofJuly 1, 2002 and that certain letter agreement dated as of September,2002, as further amended by that certain First Amendment to Credit Agreementdated as of September, 2002, as further amended by that certain Assignment ofAccount (Borrower Collateral Accounts), Agreement Relating to Letters of Creditand Second Amendment to Credit Agreement dated as of April 30, 2003, asfurther amended by that certain Third Amendment to Credit Agreement dated as ofMay 31, 2003, as further amended by that certain Fourth Amendment toCredit Agreement dated as of June 30, 2003 and as further amended by thatcertain Fifth Amendment to Credit Agreement and Credit Documents dated as ofJuly 31, 2003 (collectively, as the same may have be further amended,restated, supplemented or otherwise modified prior to the date hereof, the “CreditAgreement”); capitalized terms used herein and not otherwise defined shallhave the meanings given to such terms in the Credit Agreement.

 

**WHEREAS**, theBorrower has requested that the Lenders amend the Credit Agreement inaccordance with the terms hereof; and

 

**WHEREAS**, theLenders have agreed, based on Borrower’s request, to amend the Credit Agreementon the terms and conditions set forth herein;

 

**NOW, THEREFORE**, forgood and valuable consideration, the receipt of which is hereby acknowledged bythe parties hereto, the parties hereto agree as follows:

 

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

 

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

 

**2.****             Reaffirmationof Representations.**  TheBorrower, General Partner and each of the other Guarantors hereby repeat andreaffirm all representations and warranties (as modified, supplemented oramended herein) made by such party to the Agent and the Lenders in the CreditAgreement and the other Credit Documents to which it is a party on and as ofthe date hereof (or, if any representation and warranty expressly relates to anearlier date, on and as of such earlier date) with the same force and effect asif such representations and warranties were set forth in this Agreement infull.  Each of the undersigned CreditParties hereby acknowledges and consents to the terms, conditions and revisionsset forth in this Agreement.

 

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**3.****             Reaffirmation ofGuaranty.** The General Partner and each of the other Guarantors herebyeach reaffirm their continuing guaranty obligations to the Agent and theLenders under the Credit Agreement and agree that the transactions contemplatedby this Agreement shall not in any way affect the validity and enforceability oftheir respective guaranties or the Credit Agreement or reduce, impair ordischarge their obligations thereunder.

 

**4.****             ConditionsPrecedent.**  The effectiveness ofthis 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 thisAgreement duly executed by each of the parties listed in the preamble hereof;

 

(b)           payment by Borrower ofall outstanding fees and expenses of the Agent, the Issuing Lender, theCollateral Agent, each Lender and the Agent’s, Issuing Lender’s, CollateralAgent’s and Lenders’ counsel (if any) incurred in connection with thepreparation of this Agreement and all other fees and expenses relating to thepreparation, execution and delivery of this Agreement or otherwise related tothe Credit Agreement or the Credit Documents which are due and payable on thedate hereof or as of the date of the applicable advance, including, withoutlimitation, payment to the Agent, Issuing Lender, Collateral Agent and theLenders of attorneys’ fees, consultants’ fees, travel expenses, all fees andexpenses associated with prior transactions entered into or contemplated by andbetween Borrower and the Agent, Collateral Agent, Issuing Lender and/or theLenders and all other fees and expenses due and then-owing from the Borrower tothe such Persons pursuant to the terms hereof and the Credit Documents; and

 

(c)           suchother documents, instruments and agreements as the Agent may reasonablyrequest.

 

**5.****             AdditionalRepresentations.**  Each Borrower,the General Partner and each of the other Guarantors collectively represent andwarrant to the Agent and the Lenders that:

 

(a)           Authorization.  The Borrower, General Partner and each otherGuarantor, respectively, has the right and power and has obtained allauthorizations necessary to execute and deliver this Agreement and to performits respective obligations hereunder and under the Credit Agreement and CreditDocuments, as amended by this Agreement, in accordance with their respectiveterms.  This Agreement has been dulyexecuted and delivered by a duly authorized officers of the Borrower, GeneralPartner and each other Guarantor, respectively, and each of this Agreement andthe Credit Agreement and Credit Documents, as amended by this Agreement, is alegal, valid and binding obligation of the Borrower, General Partner and eachother Guarantor (each as applicable), enforceable against the Borrower, GeneralPartner and each other Guarantor (each as applicable) in accordance with its respectiveterms, except as the same may be limited by bankruptcy, insolvency, and othersimilar laws affecting the rights of creditors generally and the availabilityof equitable remedies for the enforcement of certain obligations containedherein or therein may be limited by equitable principles generally.

 

(b)           Compliance withLaws, etc.  The execution anddelivery by the Borrower, General Partner and the other Guarantors of thisAgreement and the performance by the Borrower, General Partner and/or the otherGuarantors of this Agreement and the Credit Agreement and Credit Documents, asamended by this Agreement, in accordance with their respective terms, does notand will not, by the passage of time, the giving of notice or otherwise: (i)require any Governmental Approval or violate any Applicable Law (including allEnvironmental Laws) relating to the Borrower, General Partner, any of the otherGuarantors or any other Consolidated Party; (ii) conflict with, result in abreach of or constitute a default under the organizational documents of theBorrower, General Partner, any of the other Guarantors or any otherConsolidated Party, or any indenture, agreement/or other instrument to whichthe Borrower, General Partner, any of the other Guarantors or any other ConsolidatedParty is a party or by which it or any of its respective properties may bebound; or (iii) result in or require the creation or imposition of any Lienupon or with respect to any property now owned or hereafter acquired by theBorrower, General Partner, any other Guarantor or any other Consolidated Partyother than in favor of the Agent for the benefit of the Lenders; and

 

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

 

2

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**6.****             Waivers; Delays; Omissions.**  No waiver by Lenders of any default shall bedeemed to be a waiver of any other subsequent default, nor shall any suchwaiver by Lenders be deemed to be a continuing waiver.  No delay or omission by Lenders inexercising any right or power hereunder, or under any other writings executedby Assignor or any obligor as security for or in connection with the CreditParty Obligations, shall impair any such right or power or be construed as awaiver thereof or any acquiescence therein, nor shall any single or partialexercise 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 suchother writings.

 

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

 

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

 

**9.****             GOVERNINGLAW.**  THIS AGREEMENT SHALL BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTHCAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCHSTATE.

 

**10.****          Successors and Assigns.**  This Agreement shall be binding uponand shall inure to the benefit of the parties hereto and their respectivesuccessors and assigns.   No Credit Party shall transfer or assignany of their respective rights or obligations hereunder without the priorwritten consent of the Agent.

 

**11.****          Certain References.**  Each reference to the Credit Agreement inany of the Credit Documents shall be deemed to be a reference to the CreditAgreement as amended by this Agreement.

 

**12.****          Expenses.**  The Borrower shall reimburse the CollateralAgent, Issuing Lender, Agent and Lenders upon demand for all reasonable costsand expenses (including reasonable attorneys’ fees) incurred by the suchPersons in connection with the preparation, negotiation and execution of thisAgreement and the other agreements and documents executed and delivered inconnection herewith.

 

**13.****          Release.**  Each Credit Party hereby represents andwarrants that it has no claims, counterclaims, offsets, or defenses to any ofthe Credit Documents, or to the performance of their respective obligationsthereunder and, in consideration of the Lenders’ and Agent’s willingness togrant the amendment referenced herein, hereby releases the Issuing Lender,Agent, the Collateral Agent, the Lenders, BAS, and each of their respectiveofficers, employees, representatives, agents, counsel and directors from anyand all actions, causes of action, claims, demands, damages and liabilities ofwhatever kind or nature, in law or in equity, now known or unknown, suspectedor unsuspected to the extent that any of the foregoing arises from any actionor failure to act on or prior to the date hereof.

 

**14.          Effect.**  Except as expressly herein amended, theterms and conditions of the Credit Agreement and the other Credit Documentsremain in full force and effect.  Theamendments contained herein shall be deemed to have prospective application only,unless otherwise specifically stated herein.

 

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

 

3

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**16.****          Counterparts.**  This Agreement may be executed in any numberof counterparts, each of which shall be deemed to be an original and shall bebinding upon all parties, their successors and assigns.

 

 

***[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK- SIGNATURE PAGE(S) FOLLOW(S)]***

 

4

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**INWITNESS WHEREOF**, each of the parties hereto has caused acounterpart of this Agreement to be duly executed and delivered as of the datehereof.

 

 
| **PRINCIPAL  BORROWER:** | **U.S.  RESTAURANT  PROPERTIES OPERATING, L.P.** |
|--------------------------|------------------------------------------------------------|
|                     |                                                       |   |
|                     |                                                       | By:  USRP MANAGING, INC. |
|                     |                                                       |   |
|                     |                                                       |   | By: |          /s/  Stacy M. Riffe |   |
|                     |                                                       |   | Name: Stacy M. Riffe |
|                     |                                                       |   | Title: Chief Financial  Officer |
|                     |                                                       |   |
| **GENERAL SPE:**         |                                                       |
|                     |                                                       | **USRP  FUNDING 2002-A, L.P.** |
|                     |                                                       |   |
|                     |                                                       | By:  USRP (SFGP) 2, LLC |
|                     |                                                       |   |
|                     |                                                       |   | By: |          /s/  Stacy M. Riffe |   |
|                     |                                                       |   | Name: Stacy M. Riffe |
|                     |                                                       |   | Title: Chief Financial  Officer |
|                     |                                                       |   |
| **S&C:**             |                                                       |   |
|                     |                                                       | **USRP  (S&C), LLC** |
|                     |                                                       |   |
|                     |                                                       | By:  USRP Holding Corp. |
|                     |                                                       |   |
|                     |                                                       |   | By: |          /s/  Stacy M. Riffe |   |
|                     |                                                       |   | Name: Stacy M. Riffe |
|                     |                                                       |   | Title: Chief Financial  Officer |
|                     |                                                       |   |
| **USRP  HOLDING CORP.:** |                                                       |
|                     |                                                       | **USRP  HOLDING CORP.** |
|                     |                                                       |   |
|                     |                                                       |   | By: |          /s/  Stacy M. Riffe |   |
|                     |                                                       |   | Name: Stacy M. Riffe |
|                     |                                                       |   | Title: Chief Financial  Officer |
|                     |                                                       |   |
| **GENERAL  PARTNER:**    |                                                       |   |
|                     |                                                       | **USRP  MANAGING, INC.** |
|                     |                                                       |   |
|                     |                                                       |   | By: |          /s/  Stacy M. Riffe |   |
|                     |                                                       |   | Name: Stacy M. Riffe |
|                     |                                                       |   | Title: Chief Financial  Officer |
|                     |                                                       |   |
| **USRP REIT:**           |                                                       |   |
|                     |                                                       | **U.S.  RESTAURANT PROPERTIES, INC.** |
|                     |                                                       |   |
|                     |                                                       |   |
|                     |                                                       |   | By: |          /s/  Stacy M. Riffe |   |
|                     |                                                       |   | Name: Stacy M. Riffe |
|                     |                                                       |   | Title: Chief Financial  Officer |

 

5

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| **SUBSIDIARY****GUARANTORS****:** |
|-----------------------------------|
|                              |   |   |
|                              |   | **ARKANSAS RESTAURANTS #10, L.P.,** |
|                              |   | a Texas limited partnership |
|                              |   |   |
|                              |   |   | By: North American Restaurant Management, Inc. |
|                              |   |   |
|                              |   |   |
|                              |   |   | By: |          /s/  Stacy M. Riffe |   |
|                              |   |   | Name: Stacy M. Riffe |
|                              |   |   | Title: Chief Financial  Officer |
|                              |   |   |
|                              |   |   |
|                              |   | **RESTAURANT PROPERTY PARTNERS, L.P.,** |
|                              |   | a Texas limited partnership |
|                              |   |   |
|                              |   |   | By: Restaurant Funding, Inc |
|                              |   |   |
|                              |   |   |
|                              |   |   | By: |          /s/  Stacy M. Riffe |   |
|                              |   |   | Name: Stacy M. Riffe |
|                              |   |   | Title: Chief Financial  Officer |
|                              |   |   |
|                              |   |   |
|                              |   | **SOUTHEAST FAST-FOOD PARTNERS, L.P.,** |
|                              |   | a Texas limited partnership |
|                              |   |   |
|                              |   |   | By: Bulldog Management, Inc. |
|                              |   |   |
|                              |   |   | By: |          /s/  Stacy M. Riffe |   |
|                              |   |   | Name: Stacy M. Riffe |
|                              |   |   | Title: Chief Financial  Officer |
|                              |   |   |
|                              |   |   |
|                              |   | **USRP (66), LTD.,** |
|                              |   | a Texas limited partnership |
|                              |   |   |
|                              |   |   | By: USRP GP1, LLC |
|                              |   |   |
|                              |   |   | By: |          /s/  Stacy M. Riffe |   |
|                              |   |   | Name: Stacy M. Riffe |
|                              |   |   | Title: Chief Financial  Officer |
|                              |   |   |
|                              |   |   |
|                              |   | **USRP (FAIN 10), L.P.,** |
|                              |   | a Texas limited partnership |
|                              |   |   |
|                              |   |   | By: USRP GP5, LLC |
|                              |   |   |
|                              |   |   |
|                              |   |   | By: |          /s/  Stacy M. Riffe |   |
|                              |   |   | Name: Stacy M. Riffe |
|                              |   |   | Title: Chief Financial  Officer |

 

6

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|   |   | **USRP (KATY), L.P.,**        |
|--------|--------|-------------------------------|
|   |   | a Texas limited partnership   |
|   |   |                          |
|   |   |                          | By: USRP GP8, LLC |
|   |   |                          |
|   |   |                          |
|   |   |                          | By: |          /s/  Stacy M. Riffe |   |
|   |   |                          | Name: Stacy M. Riffe |
|   |   |                          | Title: Chief Financial  Officer |
|   |   |                          |
|   |   |                          |
|   |   | **USRP (LAVID), L.P.,**       |
|   |   | a Texas limited partnership   |
|   |   |                          |
|   |   |                          | By: USRP GP, LLC |
|   |   |                          |
|   |   |                          |
|   |   |                          | By: |          /s/  Stacy M. Riffe |   |
|   |   |                          | Name: Stacy M. Riffe |
|   |   |                          | Title: Chief Financial  Officer |
|   |   |                          |
|   |   |                          |
|   |   | **USRP (PAC), L.P.,**         |
|   |   | a Texas limited partnership   |
|   |   |                          |
|   |   |                          | By: USRP (Cap), Inc. |
|   |   |                          |
|   |   |                          |
|   |   |                          | By: |          /s/  Stacy M. Riffe |   |
|   |   |                          | Name: Stacy M. Riffe |
|   |   |                          | Title: Chief Financial  Officer |
|   |   |                          |
|   |   | **USRP (QUEST), L.P.,**       |
|   |   | a Texas limited partnership   |
|   |   |                          |
|   |   |                          | By: USRP GP4, LLC |   |
|   |   |                          |
|   |   |                          |
|   |   |                          | By: |          /s/  Stacy M. Riffe |   |
|   |   |                          | Name: Stacy M. Riffe |
|   |   |                          | Title: Chief Financial Officer |
|   |   |                          |
|   |   | **USRP (SAN ANTONIO), LTD.,** |
|   |   | a Texas limited partnership   |
|   |   |                          |
|   |   |                          | By: USRP GP, LLC |
|   |   |                          |
|   |   |                          |
|   |   |                          | By: |          /s/  Stacy M. Riffe |   |
|   |   |                          | Name: Stacy M. Riffe |
|   |   |                          | Title: Chief Financial  Officer |
|        |        |                               |  |  |  |  |

 

7

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|   |   | **USRP (T&C), L.P.,**                        |
|--------|--------|--------------------------------------------------|
|   |   | a Texas limited partnership                      |
|   |   |                                             |
|   |   |                                             | By: USRP GP3, LLC |   |
|   |   |                                             |
|   |   |                                             |
|   |   |                                             | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                             | Name: Stacy M. Riffe |
|   |   |                                             | Title: Chief Financial  Officer |
|   |   |                                             |
|   |   |                                             |
|   |   | **BULLDOG MANAGEMENT, INC.**                     |
|   |   |                                             |
|   |   |                                             |
|   |   |                                             | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                             | Name: Stacy M. Riffe |
|   |   |                                             | Title: Chief Financial  Officer |
|   |   |                                             |
|   |   |                                             |
|   |   | **NORTH AMERICAN RESTAURANT  MANAGEMENT, INC.,** |
|   |   |                                             |
|   |   |                                             |
|   |   |                                             | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                             | Name: Stacy M. Riffe |
|   |   |                                             | Title: Chief Financial  Officer |
|   |   |                                             |
|   |   |                                             |
|   |   | **RESTAURANT FUNDING, INC.**                     |
|   |   |                                             |
|   |   |                                             |
|   |   |                                             | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                             | Name: Stacy M. Riffe |
|   |   |                                             | Title: Chief Financial  Officer |   |
|   |   |                                             |
|   |   |                                             |
|   |   | **PINNACLE RESTAURANT GROUP, LLC,**              |
|   |   | a Texas limited liability company                |
|   |   |                                             |
|   |   |                                             |
|   |   |                                             | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                             | Name: Stacy M. Riffe |
|   |   |                                             | Title: Chief Financial  Officer |
|   |   |                                             |
|   |   |                                             |
|   |   | **USRP (ACQUISITION), LLC,**                     |
|   |   | a Texas limited liability company                |
|   |   |                                             |
|   |   |                                             |
|   |   |                                             | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                             | Name: Stacy M. Riffe |
|   |   |                                             | Title: Chief Financial  Officer |
|        |        |                                                  |  |  |  |  |

 

8

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|   |   | **USRP (BC), LLC,**               |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (BILL), LLC,**             |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (BOB), LLC,**              |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (CAL), LLC,**              |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (CAP), INC.**              |
|   |   | a Texas corporation               |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |   |
|   |   |                              |   |   |
|   |   |                              |   |   |
|   |   | **USRP (CARROLL), LLC,**          |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |   |
|        |        |                                   |  |  |  |  |

 

9

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|   |   | **USRP (CENTRAL AVENUE), LLC,**   |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (CHRIS), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (DEEDEE), LLC,**           |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (DON), LLC,**              |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: | **         **/s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (FINANCE), LLC,**          |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (FRED), LLC,**             |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |

 

10

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|   |   | **USRP (GANT1), LLC,**            |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (GANT2), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (GOLD), LLC,**             |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP GP, LLC,**                 |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP GP1, LLC,**                |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP GP3, LLC,**                |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |

 

11

----

 
|   |   | **USRP GP4, LLC,**                |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP GP5, LLC,**                |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP GP8, LLC,**                |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (ILLINOIS), LLC,**         |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |   |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (JENNIFER), LLC,**         |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |   |
|        |        |                                   |  |  |  |  |

 

12

----

 
|   |   | **USRP (JONES), LLC,**            |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (JV2), LLC,**              |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (MANAGER), LLC,**          |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (MIDON), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (MINNESOTA), LLC,**        |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |   |
|        |        |                                   |  |  |  |  |

 

13

----

 
|   |   | **USRP (MISSOURI), LLC,**         |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (MOLLY), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (PALMA), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (PAT), LLC,**              |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (POPEYE’S), LLC,**    |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (RIBBIT), LLC,**           |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |

 

14

----

 
|   |   | **USRP (SARAH), LLC,**            |
|--------|--------|-----------------------------------|
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (ST.  LOUIS), LLC,**  |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (STEVE), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (SUSI), LLC,**             |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |
|   |   |                              |
|   |   |                              |
|   |   | **USRP (SYBRA), LLC,**            |
|   |   | a Texas limited liability company |
|   |   |                              |
|   |   |                              |
|   |   |                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                              | Name: Stacy M. Riffe |
|   |   |                              | Title: Chief Financial  Officer |

 

15

----

 
|   |   | **USRP (VALERIE), LLC,**              |
|--------|--------|---------------------------------------|
|   |   | a Texas limited liability company     |
|   |   |                                  |
|   |   |                                  |
|   |   |                                  | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                  | Name: Stacy M. Riffe |
|   |   |                                  | Title: Chief Financial  Officer |
|   |   |                                  |
|   |   |                                  |
|   |   | **FUEL SUPPLY, INC.**                 |
|   |   |                                  |
|   |   |                                  | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                  | Name: Stacy M. Riffe |
|   |   |                                  | Title: Chief Financial  Officer |
|   |   |                                  |
|   |   |                                  |
|   |   | **PINNACLE RESTAURANT GROUP II, LLC** |
|   |   |                                  |
|   |   |                                  |
|   |   |                                  | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                  | Name: Stacy M. Riffe |
|   |   |                                  | Title: Chief Financial  Officer |
|   |   |                                  |
|   |   |                                  |
|   |   | **USRP (CAROLINA), LTD.**             |
|   |   |                                  |
|   |   |                                  |
|   |   | By:                                   | Restaurant Acquisition Corp. |   |
|   |   |                                  |
|   |   |                                  | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                  | Name: Stacy M. Riffe |
|   |   |                                  | Title: Chief Financial  Officer |
|   |   |                                  |
|   |   |                                  |
|   |   | **USRP (LINCOLN), LTD.**              |
|   |   |                                  |
|   |   | By:                                   | Restaurant Acquisition Corp. |   |
|   |   |                                  |
|   |   |                                  | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                  | Name: Stacy M. Riffe |
|   |   |                                  | Title: Chief Financial  Officer |
|   |   |                                  |
|   |   |                                  |
|   |   | **USRP (NORMAN), LTD.**               |
|   |   |                                  |
|   |   | By:                                   | Restaurant Acquisition Corp. |
|   |   |                                  |
|   |   |                                  | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                  | Name: Stacy M. Riffe |
|   |   |                                  | Title: Chief Financial  Officer |
|        |        |                                       |  |  |  |  |

 

16

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|   |   | **USRP (WEST VIRGINIA) PARTNERS, L.P.**           |
|--------|--------|---------------------------------------------------|
|   |   |                                              |
|   |   | By:                                               | USRP Renovation Corp. |
|   |   |                                              |
|   |   |                                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                              | Name: Stacy M. Riffe |
|   |   |                                              | Title: Chief Financial  Officer |
|   |   |                                              |
|   |   |                                              |
|   |   | **U.S. RESTAURANT PROPERTIES  DEVELOPMENT, L.P.** |
|   |   |                                              |
|   |   |                                              | By:   Restaurant Contractor Corp. |
|   |   |                                              |
|   |   |                                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                              | Name: Stacy M. Riffe |
|   |   |                                              | Title: Chief Financial  Officer |
|   |   |                                              |
|   |   |                                              |
|   |   | **RESTAURANT RENOVATION PARTNERS,  L.P.**         |
|   |   |                                              |
|   |   |                                              | By: Restaurant Acquisition Corp. |
|   |   |                                              |   |
|   |   |                                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                              | Name: Stacy M. Riffe |
|   |   |                                              | Title: Chief Financial  Officer |
|   |   |                                              |
|   |   |                                              |
|   |   | **RESTAURANT ACQUISITION CORP.**                  |
|   |   |                                              |
|   |   |                                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                              | Name: Stacy M. Riffe |
|   |   |                                              | Title: Chief Financial  Officer |
|   |   |                                              |
|   |   |                                              |
|   |   | **RESTAURANT CONTRACTOR CORP.**                   |
|   |   |                                              |
|   |   |                                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                              | Name: Stacy M. Riffe |
|   |   |                                              | Title: Chief Financial  Officer |
|   |   |                                              |
|   |   |                                              |
|   |   | **USRP RENOVATION CORP.**                         |
|   |   |                                              |
|   |   |                                              | By: |          /s/  Stacy M. Riffe |   |
|   |   |                                              | Name: Stacy M. Riffe |
|   |   |                                              | Title: Chief Financial  Officer |

 

[remainder of page leftintentionally blank – additional signature page to follow]

 

17

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| **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: |   |   |
|                                                    |  |  |  |  |  |  |

 

18

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