**Exhibit10.1**

 

**FIRSTAMENDMENT TO CREDIT AGREEMENT**

 

This **FIRST AMENDMENT TO CREDIT AGREEMENT** (the“First Amendment”) dated as of September      , 2002by and among**U.S. RESTAURANT PROPERTIES OPERATING L.P.**, a Delaware limited partnership(“USRP Operating” or the “Principal Borrower”), **USRP FUNDING2002-A, L.P.**, a Texas limited partnership (the “General SPE);collectively, with USRP Operating, the “Borrower”), **USRP MANAGING, INC.**, aDelaware corporation and the general partner of USRP Operating, as a Guarantor(the “General Partner”), **U.S. RESTAURANT PROPERTIES, INC.**, aMaryland corporation, as a Guarantor (“USRP REIT”), the SubsidiaryGuarantors (as defined therein), the Lenders (as defined therein), **BANK OFAMERICA, N.A.**, as Agent for the Lenders (in such capacity, the “Agent”)is an amendment to the terms set forth in thatcertain $35,000,000 Credit Agreement (the “Credit Agreement”) dated asof 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 the date hereof (together,the “Letter Agreements”);capitalized terms used herein and not otherwise defined shall have the meaningsgiven to such terms in the Credit Agreement, as amended, supplemented, restatedor otherwise modified prior to the date hereof.

 

WHEREAS, the Borrower, GeneralPartner and the Guarantors have requested and the Lenders and Agent have agreedto amend the Credit Agreement on the terms and conditions set forth herein;

 

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

 

SECTION 1. Amendment to Credit Agreement. Section 7.11(b) of the Credit Agreement is hereby deleted in itsentirety and replaced with the following:

 

“(b)         Tangible Net Worth.  At all times the Tangible Net Worthshall be greater than or equal to the sum of (i) $230,000,000.00, plus(ii) an amount equal to 85% of the Net Cash Proceeds of any Equity Issuancereceived by the Consolidated Parties after December 31, 2001, calculated on acumulative basis.”

 

SECTION 2.  Conditions Precedent.  The effectiveness of this First Amendment issubject to receipt by the Agent of each of the following, each in form andsubstance satisfactory to the Agent:

 

(a)  A counterpart of this First Amendment dulyexecuted by the Borrower, the Guarantors and each of the Lenders; and

 

(b)  Such other documents, instruments andagreements as the Agent may reasonably request.

 

SECTION 3.  Representations.  The Borrower, General Partner and each ofthe other Guarantors collectively represent and warrant to the Agent and theLenders that:

 

(a)  Authorization.  The Borrower, General Partner and each other Guarantor, respectively, has theright and power and has obtained all authorizations necessary to execute and deliverthis First Amendment and to perform its respective obligations hereunder andunder the Credit Agreement, as amended by this First Amendment, in accordancewith their respective terms.  This FirstAmendment has been duly executed and delivered by a duly authorized officers ofthe Borrower, General Partner and each other Guarantor, respectively, and eachof this First Amendment and the Credit Agreement, as amended by this FirstAmendment, is a legal, valid and binding obligation of the Borrower, GeneralPartner and each other Guarantor (each as applicable), enforceable against theBorrower, General Partner and each other Guarantor (each as applicable) inaccordance with its respective terms, except as the same may be limited bybankruptcy, insolvency, and other similar laws affecting the rights ofcreditors generally and the availability of equitable remedies for theenforcement of certain obligations contained herein or therein may be limitedby equitable principles generally.

 

(b)  Compliancewith Laws, etc.  The execution anddelivery by the Borrower, General Partner and the other Guarantors of thisFirst Amendment and the performance by the Borrower, General Partner and/or theother

 

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Guarantors of this First Amendment and the Credit Agreement, as amendedby this First Amendment, 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 otherConsolidated Party is a party or by which it or any of its respective propertiesmay be bound; or (iii) result in or require the creation or imposition of anyLien upon or with respect to any property now owned or hereafter acquired bythe Borrower, General Partner, any other Guarantor or any other ConsolidatedParty other than in favor of the Agent for the benefit of the Lenders; and

 

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

 

SECTION 4.  Reaffirmation of Representations.  The Borrower, General Partner and each ofthe other Guarantors hereby repeat and reaffirm all representations andwarranties 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 First Amendmentin full.

 

SECTION 5.  Reaffirmation of Guaranty.  The General Partner and each of the otherGuarantors hereby each reaffirm their continuing guaranty obligations to theAgent and the Lenders under the Credit Agreement and agree that the transactionscontemplated by the Letter Agreements and this First Amendment shall not in anyway affect the validity and enforceability of their respective guaranties orthe Credit Agreement or reduce, impair or discharge their obligationsthereunder.

 

SECTION 6.  Affirmation of Documents.  Each of the undersigned Credit Partieshereby acknowledges and consents to the terms, conditions and revisions setforth in each of the Letter Agreements and this First Amendment.

 

SECTION 7. CertainReferences.  Each reference to theCredit Agreement in any of the Credit Documents shall be deemed to be areference to the Credit Agreement as amended by the Letter Agreements and thisFirst Amendment.

 

SECTION 8.  Expenses.  The Borrower shall reimburse the Agent upon demand for allreasonable costs and expenses (including reasonable attorneys’ fees) incurredby the Agent in connection with the preparation, negotiation and execution ofthis First Amendment and the other agreements and documents executed anddelivered in connection herewith.

 

SECTION 9.  Benefits.  This First Amendment shall be binding upon and shall inure to thebenefit of the parties hereto and their respective successors and assigns.

 

SECTION 10.  Release.  EachCredit Party hereby releases the Agent, the Lenders, BAS, and each of theirrespective officers, employees, representatives, agents, counsel and directorsfrom any and all actions, causes of action, claims, demands, damages andliabilities 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 fromany action or failure to act on or prior to the date hereof.

 

SECTION 11.  GOVERNING LAW.  THIS FIRST AMENDMENT SHALL BE GOVERNED BY,AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINAAPPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

 

SECTION 12.  Effect.  Except as expressly herein amended, the terms and conditions ofthe Credit Agreement and the other Credit Documents remain in full force andeffect.  The amendments contained hereinshall be deemed to have prospective application only, unless otherwisespecifically stated herein.

 

SECTION 13.  Counterparts.  This First Amendment may be executed in anynumber of counterparts, each of which shall be deemed to be an original andshall be binding upon all parties, their successors and assigns.

 

2

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[Remainder of PageLeft Intentionally Blank – Additional Signature Pages Attached]

 

3

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**IN WITNESSWHEREOF**, each of theparties hereto has caused a counterpart of this First Amendment to be dulyexecuted and delivered as of the date hereof.

 

 
| **BORROWER**:        | U.S.  RESTAURANT  PROPERTIES OPERATING, L.P. |
|----------------------|--------------------------------------------------------|
|                 |                                                   |   |
|                 | By:  USRP MANAGING, INC.                          |
|                 |                                                   |   |
|                 |                                                   | By: | /s/  Robert J. Stetson |   |
|                 |                                                   | Name:  Robert J. Stetson |
|                 |                                                   | Title:  President |
|                 |                                                   |   |
|                 |                                                   |   |
|                 | USRP  FUNDING 2002-A, L.P.                             |
|                 |                                                   |   |
|                 | By:  USRP (SFGP) 2, LLC                           |
|                 |                                                   |   |
|                 |                                                   | By:  | /s/  Robert J. Stetson |   |
|                 |                                                   | Name:  Robert J. Stetson |
|                 |                                                   | Title:  Manager |
|                 |                                                   |   |
|                 |                                                   |   |
|                 |                                                   |   |
|                 |                                                   |   |
| **GENERAL PARTNER**: |                                                   |   |
|                 | USRP  MANAGING, INC.                                   |
|                 |                                                   |   |
|                 |                                                   | By:  | /s/  Robert J. Stetson |   |
|                 |                                                   | Name:  Robert J. Stetson |
|                 |                                                   | Title:  President |
|                 |                                                   |   |
| **USRP REIT**:       |                                                   |   |
|                 | U.S.  RESTAURANT PROPERTIES, INC.                 |
|                 |                                                   |   |
|                 |                                                   |   |
|                 |                                                   | By:  | /s/ Robert J. Stetson |   |
|                 |                                                   | Name:  Robert J. Stetson |
|                 |                                                   | Title:   President |
|                 |                                                   |   |
| **SUBSIDIARY**       |                                                   |   |
| **GUARANTORS**:      |                                                   |   |
|                 |                                                   |   |
|                 | ARKANSAS RESTAURANTS  #10, L.P.,                       |
|                 | a Texas limited  partnership                           |
|                 |                                                   |   |
|                 |                                                   | By: North American  Restaurant Management, Inc. |
|                 |                                                   |   |
|                 |                                                   |   |
|                 |                                                   | By: | /s/ Robert J. Stetson |   |
|                 |                                                   | Name:  Robert J. Stetson |
|                 |                                                   | Title:   President |
|                      |                                                        |  |  |  |  |  |  |  |

 

4

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|   | RESTAURANT PROPERTY  PARTNERS, L.P.,      |
|--------|-------------------------------------------|
|   | a Texas limited  partnership              |
|   |                                      |   |
|   |                                      | By: Restaurant Funding,  Inc |
|   |                                      |   |
|   |                                      |   |
|   |                                      | By: | /s/ Robert J. Stetson |   |
|   |                                      | Name:  Robert J. Stetson |
|   |                                      | Title:   President |
|   |                                      |   |
|   |                                      |   |
|   | SOUTHEAST FAST–FOOD  PARTNERS, L.P., |
|   | a Texas limited  partnership              |
|   |                                      |   |
|   |                                      | By: Bulldog Management,  Inc. |
|   |                                      |   |
|   |                                      |   |
|   |                                      | By: | /s/ Robert J. Stetson |   |
|   |                                      | Name:  Robert J. Stetson |
|   |                                      | Title:   President |
|   |                                      |   |
|   |                                      |   |
|   |                                      |   |
|   | USRP (66), LTD.,                          |
|   | a Texas limited  partnership              |
|   |                                      |   |
|   |                                      | By: USRP GP1, LLC |
|   |                                      |   |
|   |                                      |   |
|   |                                      | By: | /s/ Robert J. Stetson |   |
|   |                                      | Name:  Robert J. Stetson |
|   |                                      | Title:   Manager |
|   |                                      |   |
|   |                                      |   |
|   |                                      |   |
|   | USRP (FAIN 10), L.P.,                     |
|   | a Texas limited  partnership              |
|   |                                      |   |
|   |                                      | By: USRP GP5, LLC |
|   |                                      |   |
|   |                                      |   |
|   |                                      | By: | /s/ Robert J. Stetson |   |
|   |                                      | Name:  Robert J. Stetson |
|   |                                      | Title:   Manager |
|        |                                           |  |  |  |  |

 

5

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|   | USRP (KATY), L.P.,           |
|--------|------------------------------|
|   | a Texas limited  partnership |
|   |                         |   |
|   |                         | By: USRP GP8, LLC |
|   |                         |   |
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:  Manager |
|   |                         |   |
|   | USRP (LAVID), L.P.,          |
|   | a Texas limited  partnership |
|   |                         |   |
|   |                         | By: USRP GP, LLC |
|   |                         |   |
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:   Manager |
|   |                         |   |
|   |                         |   |
|   |                         |   |
|   | USRP (PAC), L.P.,            |
|   | a Texas limited  partnership |
|   |                         |   |
|   |                         | By: USRP (Cap), Inc. |
|   |                         |   |
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:   President |
|   |                         |   |
|   |                         |   |
|   | USRP (QUEST), L.P.,          |
|   | a Texas limited  partnership |
|   |                         |   |
|   |                         | By: USRP GP4, LLC |
|   |                         |   |
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:  Manager |
|   |                         |   |
|   |                         |   |
|   | USRP (SAN ANTONIO),  LTD.,   |
|   | a Texas limited  partnership |
|   |                         |   |
|   |                         | By: USRP GP, LLC |
|   |                         |   |
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:   Manager |
|        |                              |  |  |  |  |  |  |

 

6

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|   | USRP (T&C), L.P.,                        |
|--------|----------------------------------------------|
|   | a Texas limited  partnership                 |
|   |                                         |   |
|   |                                         | By: USRP GP3, LLC |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ Robert J. Stetson |   |
|   |                                         | Name:  Robert J. Stetson |
|   |                                         | Title:   Manager |
|   |                                         |   |
|   | BULLDOG MANAGEMENT,  INC.                    |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ Robert J. Stetson |   |
|   |                                         | Name:  Robert J. Stetson |
|   |                                         | Title:   President |
|   |                                         |   |
|   |                                         |   |
|   | NORTH AMERICAN  RESTAURANT MANAGEMENT, INC., |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ Robert J. Stetson |   |
|   |                                         | Name:  Robert J. Stetson |
|   |                                         | Title:President |
|   |                                         |   |
|   |                                         |   |
|   | RESTAURANT FUNDING,  INC.                    |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ Robert J. Stetson |   |
|   |                                         | Name:  Robert J. Stetson |
|   |                                         | Title:  President |
|   |                                         |   |
|   |                                         |   |
|   | PINNACLE RESTAURANT  GROUP, LLC,             |
|   | a Texas limited  liability company           |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By: | /s/ Robert J. Stetson |   |
|   |                                         | Name:  Robert J. Stetson |
|   |                                         | Title:   Manager |
|   |                                         |   |
|   |                                         |   |
|   | USRP (ACQUISITION),  LLC,                    |
|   | a Texas limited  liability company           |
|   |                                         |   |
|   |                                         |   |
|   |                                         | By:  | /s/ Robert J. Stetson |   |
|   |                                         | Name:  Robert J. Stetson |
|   |                                         | Title:   Manager |
|        |                                              |  |  |  |  |

 

7

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|   | USRP (BC), LLC,                    |
|--------|------------------------------------|
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:  Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (BILL), LLC,                  |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (BOB), LLC,                   |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (CAL), LLC,                   |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (CAP), INC.                   |
|   | a Texas corporation                |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   President |
|   |                               |   |
|   |                               |   |
|   | USRP (CARROLL), LLC,               |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|        |                                    |  |  |  |  |  |  |

 

8

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|   | USRP (CENTRAL AVENUE),  LLC,       |
|--------|------------------------------------|
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (CHRIS), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (DEEDEE), LLC,                |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (DON), LLC,                   |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (FINANCE), LLC,               |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:  Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (FRED), LLC,                  |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|        |                                    |  |  |  |  |

 

9

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|   | USRP (GANT1), LLC,                 |
|--------|------------------------------------|
|   | a Texas limited liability  company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (GANT2), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (GOLD), LLC,                  |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP GP, LLC,                      |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP GP1, LLC,                     |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP GP3, LLC,                     |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|        |                                    |  |  |  |  |

 

10

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|   | USRP GP4, LLC,                     |
|--------|------------------------------------|
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP GP5, LLC,                     |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP GP8, LLC,                     |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (ILLINOIS), LLC,              |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (JENNIFER), LLC,              |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (JONES), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|        |                                    |  |  |  |  |

 

11

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|   | USRP (JV2), LLC,                   |
|--------|------------------------------------|
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (MANAGER), LLC,               |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (MIDON), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (MINNESOTA), LLC,             |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (MISSOURI), LLC,              |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (MOLLY), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|        |                                    |  |  |  |  |

 

12

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|   | USRP (PALMA), LLC,                 |
|--------|------------------------------------|
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (PAT), LLC,                   |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (POPEYE’S), LLC,         |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (RIBBIT), LLC,                |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (SARAH), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (ST.  LOUIS), LLC,       |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|        |                                    |  |  |  |  |

 

13

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|   | USRP (STEVE), LLC,                 |
|--------|------------------------------------|
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (SUSI), LLC,                  |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (SYBRA), LLC,                 |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (VALERIE), LLC,               |
|   | a Texas limited  liability company |
|   |                               |   |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | FUEL SUPPLY, INC.                  |
|   |                               |
|   |                               | By: | /s/ Valerie S.  Siverling |   |
|   |                               | Name:  Valerie S. Siverling |
|   |                               | Title:   Secretary |
|   |                               |   |
|   |                               |   |
|   | PINNACLE RESTAURANT GROUP II, LLC  |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   Manager |
|   |                               |   |
|   |                               |   |
|   | USRP (CAROLINA), LTD.              |
|   |                               |   |
|   | By:                                | Restaurant Acquisition  Corp. |
|   |                               |   |
|   |                               | By: | /s/ Robert J. Stetson |   |
|   |                               | Name:  Robert J. Stetson |
|   |                               | Title:   President |
|        |                                    |  |  |  |  |  |

 

14

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|   | USRP (LINCOLN), LTD.                          |
|--------|-----------------------------------------------|
|   |                                          |   |
|   | By:                                           | Restaurant Acquisition  Corp. |
|   |                                          |   |
|   |                                          | By: | /s/ Robert J. Stetson |   |
|   |                                          | Name:  Robert J. Stetson |
|   |                                          | Title:   President |
|   |                                          |   |
|   | USRP (NORMAN), LTD.                           |
|   |                                          |   |
|   | By:                                           | Restaurant Acquisition  Corp. |
|   |                                          |   |
|   |                                          | By: | /s/ Robert J. Stetson |   |
|   |                                          | Name:  Robert J. Stetson |
|   |                                          | Title:   President |
|   |                                          |   |
|   |                                          |   |
|   | USRP (WEST VIRGINIA)  PARTNERS, L.P.          |
|   |                                          |   |
|   | By:                                           | USRP Renovation Corp. |
|   |                                          |   |
|   |                                          | By: | /s/ Robert J.Stetson |   |
|   |                                          | Name:  Robert J. Stetson |
|   |                                          | Title:   President |
|   |                                          |   |
|   |                                          |   |
|   | U.S. RESTAURANT  PROPERTIES DEVELOPMENT, L.P. |
|   |                                          |   |
|   |                                          | By:  Restaurant Contractor Corp. |
|   |                                          |   |
|   |                                          | By: | /s/ Robert J. Stetson |   |
|   |                                          | Name:  Robert J. Stetson |
|   |                                          | Title:   President |
|   |                                          |   |
|   |                                          |   |
|   | RESTAURANT RENOVATION  PARTNERS, L.P.         |
|   |                                          |   |
|   |                                          | By: Restaurant  Acquisition Corp. |
|   |                                          |   |
|   |                                          | By: | /s/ Robert J. Stetson |   |
|   |                                          | Name:  Robert J. Stetson |
|   |                                          | Title:   President |
|   |                                          |   |
|   |                                          |   |
|   | RESTAURANT ACQUISITION  CORP.                 |
|   |                                          |   |
|   |                                          | By: | /s/ Robert J. Stetson |   |
|   |                                          | Name:  Robert J. Stetson |
|   |                                          | Title:   President |
|        |                                               |  |  |  |  |

 

15

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|   | RESTAURANT CONTRACTOR  CORP. |
|--------|------------------------------|
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:   President |
|   |                         |   |
|   |                         |   |
|   | USRP RENOVATION CORP.        |
|   |                         |   |
|   |                         | By: | /s/ Robert J. Stetson |   |
|   |                         | Name:  Robert J. Stetson |
|   |                         | Title:   President |

 

 

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16

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| **LENDERS**: | **BANK OF AMERICA, N.A.**            |
|--------------|--------------------------------------|
|         | individually  in its capacity as a   |
|         | Lender  and in its capacity as Agent |
|         |                                 |
|         | By:                                  | /s/  Russ Ruhnke |   |
|         | Name:  Russ Ruhnke              |
|         | Title:  Principal               |

 

17

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