<PAGE>   1
                                                                    EXHIBIT 10.1


[LOGO]

                                CREDIT AGREEMENT

                                     between

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

                                       and

                        CREDIT LYONNAIS NEW YORK BRANCH,

                                    as Agent


                                   $50,000,000

                                 APRIL 12, 1999


                      ------------------------------------
                      PREPARED BY HAYNES AND BOONE, L.L.P.
                      ------------------------------------

<PAGE>   2



                                TABLE OF CONTENTS
<TABLE>
<S>                                                                                <C>
SECTION 1   DEFINITIONS AND TERMS.....................................................1
            1.1      DEFINITIONS......................................................1
            1.2      TIME REFERENCES.................................................19
            1.3      OTHER REFERENCES................................................19
            1.4      ACCOUNTING PRINCIPLES...........................................19

SECTION 2   LOAN.....................................................................20
            2.1      COMMITMENT......................................................20
            2.2      MANNER OF BORROWING.............................................20
            2.3      MINIMUM LOAN AMOUNTS............................................21
            2.4      FUNDING.........................................................21
            2.5      INTEREST RATE...................................................22
            2.6      DETERMINATION OF RATE...........................................22

SECTION 3   PAYMENT TERMS............................................................22
            3.1      PROMISSORY NOTES................................................22
            3.2      PAYMENT OF OBLIGATIONS..........................................22
            3.3      PAYMENTS ON THE NOTES...........................................23
            3.4      CANCELLATION OF AVAILABLE COMMITMENT............................23
            3.5      VOLUNTARY PREPAYMENTS...........................................23
            3.6      MANDATORY PREPAYMENTS...........................................24
            3.7      TAXES...........................................................24
            3.8      LENDING OFFICE..................................................25
            3.9      AGENT FEES......................................................26
            3.10     COMMITMENT FEE..................................................26
            3.11     MAXIMUM INTEREST RATE...........................................26

SECTION 4   SPECIAL PROVISIONS FOR EURODOLLAR LOANS..................................26
            4.1      INADEQUACY OF EURODOLLAR LOAN PRICING...........................26
            4.2      ILLEGALITY......................................................26
            4.3      INCREASED COSTS FOR EURODOLLAR LOANS............................27
            4.4      EFFECT ON EURODOLLAR LOANS AND FLOATING BASE LOANS..............27
            4.5      PAYMENTS NOT AT END OF INTEREST PERIOD..........................27
            4.6      INDEMNITY.......................................................28

SECTION 5   CONDITIONS PRECEDENT.....................................................28

SECTION 6   REPRESENTATIONS AND WARRANTIES...........................................28
            6.1      REPRESENTATIONS AND WARRANTIES OF BORROWER......................28
            6.2      ORGANIZATION; POWERS............................................28
            6.3      AUTHORITY.......................................................29
            6.4      SUBSIDIARIES....................................................29
            6.5      NO CONFLICT.....................................................30
            6.6      GOVERNMENTAL CONSENTS...........................................30
</TABLE>


                                      (i)
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<TABLE>
<S>                                                                                <C>
            6.7      GOVERNMENTAL REGULATION.........................................30
            6.8      FINANCIAL POSITION..............................................30
            6.9      INDEBTEDNESS....................................................31
            6.10     LITIGATION; ADVERSE EFFECTS.....................................31
            6.11     NO MATERIAL ADVERSE EFFECT......................................31
            6.12     TAX EXAMINATIONS................................................31
            6.13     PAYMENT OF TAXES................................................31
            6.14     PERFORMANCE.....................................................32
            6.15     DISCLOSURE......................................................32
            6.16     REQUIREMENTS OF LAW.............................................32
            6.17     ENVIRONMENTAL MATTERS...........................................32
            6.18     ERISA...........................................................34
            6.19     SECURITIES ACTIVITIES...........................................35
            6.20     SOLVENCY........................................................35
            6.21     INSURANCE.......................................................35
            6.22     REIT STATUS.....................................................35
            6.23     OWNERSHIP OF PROPERTY...........................................35
            6.24     SENIOR INDEBTEDNESS.............................................35

SECTION 7   REPORTING COVENANTS......................................................35
            7.1      BORROWER ACCOUNTING PRACTICES...................................35
            7.2      FINANCIAL REPORTS...............................................36
            7.3      EVENTS OF DEFAULT...............................................38
            7.4      LAWSUITS........................................................38
            7.5      INSURANCE.......................................................39
            7.6      ERISA NOTICES...................................................39
            7.7      ENVIRONMENTAL NOTICES...........................................40
            7.8      LABOR MATTERS...................................................41
            7.9      NOTICES OF ASSET SALES AND/OR ACQUISITIONS......................41
            7.10     TENANT NOTIFICATIONS............................................41
            7.11     NOTIFICATION OF CHANGES TO OTHER CREDIT FACILITIES..............41
            7.12     SUPPLEMENTS TO SCHEDULES........................................41
            7.13     OTHER REPORTS...................................................41
            7.14     OTHER INFORMATION...............................................41

SECTION 8   AFFIRMATIVE COVENANTS....................................................42
            8.1      EXISTENCE. ETC..................................................42
            8.2      POWERS; CONDUCT OF BUSINESS.....................................42
            8.3      COMPLIANCE WITH LAWS, ETC.......................................42
            8.4      PAYMENT OF TAXES AND CLAIMS.....................................42
            8.5      INSURANCE.......................................................42
            8.6      INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS..........43
            8.7      ERISA COMPLIANCE................................................43
            8.8      MAINTENANCE OF PROPERTY.........................................43
            8.9      COMPANY STATUS..................................................43
            8.10     OWNERSHIP OF PROPERTY...........................................43
            8.11     CHANGES TO OTHER CREDIT FACILITIES..............................43
            8.12     GAS STATION SUBSIDIARIES........................................43
</TABLE>


                                      (ii)
<PAGE>   4


<TABLE>
<S>                                                                                <C>
SECTION 9   NEGATIVE COVENANTS.......................................................44
            9.1      INDEBTEDNESS....................................................44
            9.2      SALES OF ASSETS.................................................45
            9.3      LIENS...........................................................45
            9.4      INVESTMENTS.....................................................45
            9.5      CONDUCT OF BUSINESS.............................................46
            9.6      TRANSACTIONS WITH PARTNERS AND AFFILIATES.......................46
            9.7      RESTRICTION ON FUNDAMENTAL CHANGES..............................47
            9.8      MARGIN REGULATIONS; SECURITIES LAWS.............................47
            9.9      ERISA...........................................................47
            9.10     ORGANIZATIONAL DOCUMENTS........................................47
            9.11     FISCAL YEAR.....................................................48
            9.12     OTHER FINANCIAL COVENANTS.......................................48
            9.13     PRO FORMA ADJUSTMENTS...........................................49

SECTION 10  EVENTS OF DEFAULT........................................................49
            10.1     EVENTS OF DEFAULT...............................................49
            10.2     RIGHTS AND REMEDIES.............................................52

SECTION 11  AGENT....................................................................53
            11.1     APPOINTMENT AND AUTHORIZATION...................................53
            11.2     RELIANCE ON AGENT...............................................53
            11.3     AGENT IN ITS INDIVIDUAL CAPACITY................................54
            11.4     NOTE HOLDERS....................................................54
            11.5     CONSULTATION WITH PROFESSIONALS.................................54
            11.6     DOCUMENTS.......................................................54
            11.7     RESIGNATION OF AGENT AND SUCCESSOR AGENTS; REMOVAL..............54
            11.8     RESPONSIBILITY OF AGENT.........................................54
            11.9     ADMINISTRATION OF AGREEMENT.....................................55
            11.10    NOTICE OF EVENT OF DEFAULT......................................56
            11.11    INDEPENDENT INVESTIGATION.......................................56
            11.12    SHARING OF OFFSETS..............................................56
            11.13    SHARING OF PAYMENTS.............................................56
            11.14    REPURCHASE......................................................56
            11.15    INDEMNIFICATION.................................................57
            11.16    BENEFIT OF SECTION..............................................57

SECTION 12  MISCELLANEOUS............................................................57
            12.1     PAYMENT OF EXPENSES; INDEMNITY..................................57
            12.2     NON-BUSINESS DAYS...............................................58
            12.3     COMMUNICATIONS..................................................58
            12.4     FORM AND NUMBER OF DOCUMENTS....................................59
            12.5     EXCEPTIONS TO COVENANTS.........................................59
            12.6     SURVIVAL........................................................59
            12.7     GOVERNING LAW...................................................59
</TABLE>


                                     (iii)
<PAGE>   5


<TABLE>
<S>                                                                                <C>
            12.8     INVALID PROVISIONS..............................................59
            12.9     PARTIES BOUND; ASSIGNMENT.......................................59
            12.10    FORUM, CONSENT TO SERVICE AND JURISDICTION, AND JURY TRIAL......60
            12.11    ENTIRETY........................................................60
            12.12    AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS....................60
            12.13    MULTIPLE COUNTERPARTS...........................................60
            12.14    HEADINGS........................................................61
            12.15    PARTIES.........................................................61
</TABLE>


                                      (iv)
<PAGE>   6




SCHEDULES AND EXHIBITS

<TABLE>
<S>                        <C>
Schedule 5        -        Closing Conditions
Schedule 6.4      -        Subsidiaries
Schedule 6.9      -        Indebtedness
Schedule 6.10     -        Litigation
Schedule 6.17     -        Environmental Matters
Schedule 6.18     -        ERISA
Schedule 6.21     -        Insurance

Exhibit A         -        Promissory Note
Exhibit B         -        Assignment and Acceptance Agreement
Exhibit C         -        Request for Borrowing
Exhibit D         -        Quarterly/Annual Compliance Certificate
Exhibit E         -        Sample Calculations
Exhibit F         -        Gas Station Subsidiary Lease Provisions
Exhibit G         -        Guaranty
Exhibit G-1       -        Subsidiary Guaranty
Exhibit H         -        Opinion of Borrower's Counsel
</TABLE>


                                      (v)
<PAGE>   7

                                CREDIT AGREEMENT

         This CREDIT AGREEMENT ("AGREEMENT") is made as of April 12, 1999, among
U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership
("BORROWER"), the banks and financial institutions listed on the signature pages
hereof as the initial lenders, CREDIT LYONNAIS NEW YORK BRANCH ("CLNY"), a duly
licensed branch under the New York Banking Law of a foreign banking corporation
organized under the laws of the Republic of France, as agent and a lender
(together with any successor appointed pursuant to SECTION 11 below, "AGENT"),
and each financial institution assigned an interest herein from time to time
pursuant to SECTION 12.9(c) hereof, as evidenced by an Assignment and Acceptance
Agreement, as lenders (together with the initial lenders and Agent, "LENDERS";
each individually, "LENDER").

         Borrower has requested from Lenders the extension of a multiple advance
term loan to finance Borrower's general corporate purposes. Lender has agreed to
provide such a loan upon the terms and subject to the conditions of the Loan
Documents (defined below).

         Accordingly, for sufficient consideration, Borrower and Agent agree as
follows:

SECTION 1         DEFINITIONS AND TERMS

         1.1 DEFINITIONS. As used in the Loan Documents:

         "AFFILIATE," as applied to any Person, means any other Person that
directly or indirectly controls, is controlled by, or is under common control
with, that Person. For purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling", "controlled by" and "under common
control with"), as applied to any Person, means the possession, directly or
indirectly, of the power to vote fifteen percent (15%) or more of the equity
Securities having voting power for the election of directors of such Person or
otherwise to direct or cause the direction of the management and policies of
that Person, whether through the ownership of voting equity Securities or by
contract or otherwise.

         "AGENT" is defined in the preamble hereof.

         "AGREEMENT" is defined in the preamble hereof.

         "ANNUAL EBITDA" means, with respect to any Property, other than a
Nonrecourse Debt Property, as of the first day of each fiscal quarter for the
immediately preceding fiscal quarter, annualized, an amount equal to: (a) total
revenues relating to such Property for such period; less (b) total operating
expenses relating to such Property for such period (it being understood that the
foregoing calculation shall exclude interest, taxes (other than real estate
taxes), depreciation, amortization and other non-cash charges as determined in
accordance with GAAP and shall be adjusted for non-recurring items such as sales
of Properties (or portions thereof) or Minority Holdings (other than Nonrecourse
Debt Properties) and shall be further adjusted so as to net out any non-cash
revenue attributable to the straight-lining of rents in accordance with GAAP) .
Each of the foregoing amounts shall be determined by reference to each
Borrower's Statement of Operations for the applicable periods. An example of the
foregoing calculation is set forth on EXHIBIT E hereto.


<PAGE>   8


         "ANNUAL OPERATING BUDGET" means an annual cash budget of income,
operating expenses and capital expenditures for the Consolidated Businesses,
specifying by month in reasonable detail all such income and expenses.

         "ASSIGNEE" is defined in SECTION 12.9(c).

         "ASSIGNMENT AND ACCEPTANCE AGREEMENT" means an Assignment and
Acceptance Agreement substantially in the form attached hereto as EXHIBIT B.

         "AUTHORIZED FINANCIAL OFFICER" means a chief executive officer, chief
financial officer, treasurer or other qualified senior officer of Borrower
acceptable to Agent.

         "AVAILABLE COMMITMENT" means the Maximum Commitment minus the total
outstanding principal amount of all Loans.

         "BORROWER PARTNERSHIP AGREEMENT" means the Agreement of Limited
Partnership of Borrower as such agreement may be amended, restated, modified or
supplemented from time to time.

         "BORROWING DATE" means, for any Loan, the date the Loan is made.

         "BUSINESS DAY" means a day other than a Saturday, Sunday, or other day
on which commercial banks in New York City are authorized or required by Law to
close.

         "CAPITAL EXPENDITURES" means, for any period, the aggregate of all
expenditures (whether payable in cash or other Property or accrued as a
liability (but without duplication)) during such period that, in conformity with
GAAP, are required to be included in or reflected by Borrower's or any
Subsidiary's fixed asset accounts as reflected in any of their respective
balance sheets; provided, however, (a) Capital Expenditures shall include,
whether or not such a designation would be in conformity with GAAP: (i) that
portion of Capital Leases which is capitalized on the consolidated balance sheet
of Borrower and the Subsidiaries; and (ii) expenditures for Equipment which is
purchased simultaneously with the trade-in of existing Equipment owned by
Borrower or any Subsidiary, to the extent the gross purchase price of the
purchased Equipment exceeds the book value of the Equipment being trade in at
such time; and (b) Capital Expenditures shall exclude, whether or not such a
designation would be in conformity with GAAP, expenditures made in connection
with the restoration of Property, to the extent reimbursed or financed from
insurance or condemnation proceeds. Capital Expenditures shall not include any
such expenditures incurred in connection with a Nonrecourse Debt Property.

         "CAPITAL LEASE" means any lease of any property (whether real, personal
or mixed) by a Person as lessee which, in conformity with GAAP, is accounted for
as a capital lease on the balance sheet of that Person.

         "CAPITAL STOCK" means, with respect to any Person, any capital stock of
such Person, regardless of class or designation, and all warrants, options,
purchase rights, conversion or exchange rights, voting rights, calls or claims
of any character with respect thereto.

         "CAPITALIZATION VALUE" means the sum of: (a) the quotient of: (i) the
Combined EBITDA for the fiscal quarter then ended, annualized; divided by (ii)
10%; (b) Cash and Cash Equivalents, and (c) Construction Asset Cost; provided,
however, that for purposes of calculating Capitalization Value, Combined EBITDA
attributable to leasing commissions and/or management fees shall not exceed five
percent (5%) of total combined EBITDA.


                                       2
<PAGE>   9


         "CASH AND CASH EQUIVALENTS" means: (a) cash; (b) marketable direct
obligations issued or unconditionally guaranteed by the United States government
and backed by the full faith and credit of the United States government; and (c)
domestic and Eurodollar certificates of deposit and time deposits, bankers'
acceptances and floating rate certificates of deposit issued by Agent, any
Lender or other commercial bank organized under the laws of the United States,
any state thereof, the District of Columbia, any foreign bank, or its branches
or agencies (fully protected against currency fluctuations), which, at the time
of acquisition, such other commercial bank is rated A-l (or better) by S&P or
P-l (or better) by Moody's; provided that the maturities of such Cash and Cash
Equivalents shall not exceed one year.

         "CERCLA" means the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, 42 U.S.C.A. Section 9601 et seq, any successor
statutes, and any regulations or guidance promulgated thereunder.

         "CERCLIS" means the Comprehensive Environmental Response, Compensation,
and Liability Information System.

         "CLNY" is defined in the preamble hereof.

         "CLAIM" means any claim or demand, by any Person, of whatsoever kind or
nature for any alleged Liabilities and Costs, whether based in contract, tort,
implied or express warranty, strict liability, criminal or civil statute,
Permit, ordinance or regulation, common law or otherwise.

         "CLOSING DATE" means the Business Day on which all conditions precedent
in the Loan Documents have been satisfied or waived in writing.

         "COMBINED EBITDA" means the sum of: (a) 100% of the Annual EBITDA from
the Consolidated Businesses with respect to Properties wholly-owed by any of the
Consolidated Businesses (other than Nonrecourse Debt Properties); and (b) the
portion of the Annual EBITDA of the Minority Holdings, other than Limited
Minority Holdings, allocable to the Consolidated Businesses in accordance with
GAAP.

         "COMBINED EQUITY VALUE" means Capitalization Value minus Total Adjusted
Outstanding Indebtedness.

         "COMBINED INTEREST EXPENSE" means, for any period, the sum of: (a)
interest expense of the Consolidated Businesses paid during such period; (b)
interest expense of the Consolidated Businesses accrued for such period (other
than interest expense in connection with Nonrecourse Debt with respect to a
Nonrecourse Debt Property); (c) the portion of the interest expense of Minority
Holdings, other than Limited Minority Holdings, allocable to Borrower in
accordance with GAAP (it being understood that if the applicable Indebtedness
shall be recourse to Borrower in connection with the Minority Holding
Indebtedness, then 100% of the interest expense shall be allocable to Borrower)
and paid during such period; and (d) the portion of the interest expense of
Minority Holdings, other than Limited Minority Holdings, allocable to Borrower
in accordance with GAAP and accrued for such period, in each case including
participating interest expense but excluding extraordinary interest expense, and
net of amortization of deferred costs associated with new financings or
refinancings of existing Indebtedness.


                                       3
<PAGE>   10


         "COMMITMENT" means, for each Lender, the amount set forth opposite its
signature on this Agreement or on its Assignment and Acceptance Agreement, as
the same may be reduced from time to time by: (a) expiration pursuant to SECTION
2.1; (b) termination by Agent upon the occurrence of an Event of Default or a
Potential Event of Default; (c) further assignment by such Lender pursuant to
SECTION 12.9(c); or (c) cancellation by Borrower pursuant to SECTION 3.4.

         "COMMITMENT FEE" is defined in SECTION 3.10.

         "COMMITMENT TERMINATION DATE" means the earliest of: (a) July 9, 1999;
(b) the date upon which Agent terminates the Available Commitment after the
occurrence of an Event of Default or a Potential Event of Default; or (c) the
date upon which Borrower cancels the Available Commitment pursuant to SECTION
3.4.

         "CONSEQUENTIAL LOSS" means, with respect to Borrower's payment of all
or any portion of the then-outstanding principal amount of any Eurodollar Loan
on a day other than the last day of the Interest Period related thereto, any
loss, cost, or expense incurred by Lenders, or any of them, as a result of the
timing of such payment or in re-depositing such principal amount, including the
sum of: (a) the interest that, but for such payment, Lenders, or any of them,
would have earned in respect of such principal amount so paid, for the remainder
of the Interest Period applicable to such sum, reduced, if Lenders, or any of
them, are able to re-deposit such principal amount so paid for the balance of
such Interest Period, by the interest earned by Lenders, or any of them, as a
result of so re-depositing such principal amount; and (b) any expense or penalty
incurred by Lenders, or any of them, on re-depositing such principal amount.

         "CONSOLIDATED" means consolidated in accordance with GAAP.

         "CONSOLIDATED BUSINESSES" means Borrower and its wholly-owned
Subsidiaries.

         "CONSTRUCTION ASSET COST" means, with respect to Property on which
construction of improvements has commenced (such commencement evidenced by
foundation excavation) but has not yet been completed (as such completion shall
be evidenced by such Property being fully leased and opened for business to the
general public), the aggregate sums expended on the construction of such
improvements (including land acquisition costs).

         "CONTINGENT OBLIGATION" as to any Person means, without duplication:
(a) any contingent obligation of such Person required to be shown on such
Person's balance sheet in accordance with GAAP; and (b) any obligation required
to be disclosed in the footnotes to such Person's financial statements in
accordance with GAAP, guaranteeing partially or in whole any non-recourse
Indebtedness, lease, dividend or other obligation, exclusive of contractual
indemnities (such contractual indemnities to include, without limitation, any
indemnity or price-adjustment provision relating to the purchase or sale of
securities or other assets) and guarantees of non-monetary obligations (other
than guarantees of completion) which have not yet been called on or quantified,
of such Person or of any other Person. The amount of any Contingent Obligation
described in CLAUSE (b) above shall be deemed to be: (a) with respect to a
guaranty of interest or interest and principal, or operating income guaranty,
the sum of all payments required to be made thereunder (which in the case of an
operating income guaranty shall be deemed to be equal to the debt service for
the note secured thereby), calculated at the interest rate applicable to such
Indebtedness, through: (i) in the case of an interest or interest and principal
guaranty, the stated date of maturity of the obligation (and commencing on the
date interest could first be payable thereunder); or (ii) in the case of an
operating income guaranty, the date through which such guaranty will remain in
effect; and (b) with respect to all guarantees not covered by the preceding
CLAUSE (a) an amount equal to the stated or determinable amount of the primary
obligation in respect of which such guaranty is made or, if not stated or
determinable, the


                                       4
<PAGE>   11


maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as recorded on the balance sheet and
on the footnotes to the most recent financial statements of the applicable
Borrower required to be delivered pursuant hereto. Notwithstanding anything
contained herein to the contrary, guarantees of completion shall not be deemed
to be Contingent Obligations unless and until a claim for payment has been made
thereunder, at which time any such guaranty of completion shall be deemed to be
Contingent Obligations in an amount equal to any such claim. Subject to the
preceding sentence, (a) in the case of a joint and several guaranty given by
such Person and another Person (but only to the extent such guaranty is
recourse, directly or indirectly to the applicable borrower), the amount of the
guaranty shall be deemed to be 100% thereof unless and only to the extent that:
(i) such other Person has delivered Cash or Cash Equivalents to secure all or
any part of such Person's guaranteed obligations; or (ii) such other Person
holds an Investment Grade Credit Rating from both Moody's and S&P; and (b) in
the case of a guaranty, (whether or not joint and several) of an obligation
otherwise constituting Debt of such Person, the amount of such guaranty shall be
deemed to be only that amount in excess of the amount of the obligation
constituting Indebtedness of such Person. Notwithstanding anything contained
herein to the contrary, "CONTINGENT OBLIGATION" shall not be deemed to include
guaranties of loan commitments or of construction loans to the extent the same
have not been drawn.

         "CONTRACTUAL OBLIGATION", as applied to any Person, means any provision
of any Securities issued by that Person or any indenture, mortgage, deed of
trust, security agreement, pledge agreement, guaranty, contract, undertaking,
agreement or instrument to which that Person is a party or by which it or any of
its properties is bound, or to which it or any of its properties is subject.

         "CONTROLLED GROUP" means: (a) the controlled group of corporations as
defined in Section 1563 of the Internal Revenue Code; or (b) the group of trades
or businesses under common control as defined in Section 414(c) of the Internal
Revenue Code, of which Borrower is a part or may become a part.

         "CONVERSION DATE" is defined in SECTION 2.2(d).

         "CONVERSION NOTICE" is defined in SECTION 2.2(d).

         "CURRENT FINANCIALS" means either: (a) Borrower's consolidated and
consolidating Financial Statements for the year ended December 31, 1998,
together with Borrower's consolidated Financial Statements for the three months
ended on December 31, 1998; or (b) at any time after annual Financial Statements
are first delivered under SECTION 7.2, Borrower's consolidated and consolidating
annual Financial Statements then-most-recently delivered to Lender under SECTION
7.2(a), together with Borrower's consolidated quarterly Financial Statements
then-most-recently delivered to Lender under SECTION 7.2(b).

         "CURRENT PARTY" is defined in SECTION 11.14.

         "CUSTOMARY PERMITTED LIENS" means:

                  (a) Liens (other than Environmental Liens and Liens in favor
         of the PBGC) with respect to the payment of taxes, assessments or
         governmental charges in all cases which are not yet due or which are
         being contested in good faith by appropriate proceedings in accordance
         with SECTION 9.4 and with respect to which adequate reserves or other
         appropriate provisions are being maintained in accordance with GAAP;


                                       5
<PAGE>   12


                  (b) statutory Liens of landlords against any Property of
         Borrower or any Subsidiary and Liens against any Property of Borrower
         or any Subsidiary in favor of suppliers, mechanics, carriers,
         materialmen, warehousemen or workmen and other Liens against any
         Property of Borrower or any Subsidiary imposed by law created in the
         ordinary course of business for amounts which, if not resolved in favor
         of Borrower or such Subsidiary, could not result in a Material Adverse
         Effect;

                  (c) Liens (other than any Lien in favor of the PBGC) incurred
         or deposits made in the ordinary course of business in connection with
         worker's compensation, unemployment insurance or other types of social
         security benefits or to secure the performance of bids, tenders, sales,
         contracts (other than for the repayment of borrowed money), surety,
         appeal and performance bonds; provided, however, (i) all such Liens do
         not in the aggregate materially detract from the value of Borrower's or
         such Subsidiary's assets or Property or materially impair the use
         thereof in the operation of their respective businesses; and (ii) all
         Liens of attachment or judgment and Liens securing bonds to stay
         judgments or in connection with appeals do not secure at any time an
         aggregate amount of recourse Indebtedness exceeding $2,500,000; and

                  (d) Liens against any Property of Borrower or any Subsidiary
         arising with respect to zoning restrictions, easements, licenses,
         reservations, covenants, rights-of-way, utility easements, building
         restrictions and other similar charges or encumbrances on the use of
         Real Property which do not interfere with the ordinary conduct of the
         business of Borrower or any Subsidiary to the extent it could not
         result in a Material Adverse Effect.

         "DOL" means the United States Department of Labor and any successor
thereto.

         "DEBTOR LAWS" means all applicable liquidation, conservatorship,
bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization or
similar Laws from time to time in effect affecting the rights of creditors
generally.

         "DEFAULT RATE" means, on any day, an annual interest rate equal to the
lesser of: (a) the sum of 2.0% plus the Floating Base Rate; or (b) the Maximum
Rate.

         "DISTRIBUTION" means, with respect to any shares of any capital stock
or other equity securities issued by a Person: (a) the retirement, redemption,
purchase, or other acquisition for value of those securities; (b) the
declaration or payment of any dividend on or with respect to those securities;
(c) any loan or advance by that Person to, or other investment by that Person
in, the holder of any of those securities; and (d) any other payment by that
Person with respect to those securities.

         "DOLLARS" and "$" each means lawful currency of the United States of
America.

         "ENVIRONMENTAL COMPLAINT" means any complaint, order, citation, or
notice issued to Borrower with regard to any alleged violation of requirements
of Environmental Laws relating to air emissions, water discharges, Release, or
disposal of any Hazardous Material, noise emissions, or any other environmental,
health, or safety matter affecting Borrower.

         "ENVIRONMENTAL, HEALTH OR SAFETY REQUIREMENTS OF LAW" means all
Requirements of Law derived from or relating to any federal, state or local law,
ordinance, rule, regulation, Permit, license or other binding determination of
any Governmental Authority relating to, imposing liability or standards
concerning, or otherwise addressing the environment, health and/or safety,
including, but not limited the Clean Water Act, CERCLA,


                                       6
<PAGE>   13


RCRA, any so-called "Superfund" or "Superlien" law, the Toxic Substances Control
Act and OSHA, and public health codes, each as from time to time in effect.

         "ENVIRONMENTAL LAWS" means: (a) CERCLA; (b) the Resource Conservation
and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments
of 1984, 42 U.S.C.A. Section 6901 et seq.; (c) the Clean Air Act, 42 U.S.C.A.
Sections 7401 et seq., as amended by the Clean Air Act Amendments of 1990; (d)
the Clean Water Act of 1977, 33 U.S.C.A. Section 1251 et seq.; (e) the Toxic
Substances Control Act, 15 U.S.C.A. Section 2601 et seq.; (f) the Hazardous
Materials Transportation Act, 42 U.S.C.A. Section 1801 et seq.; and (g) all
other federal, state, and local Laws relating to pollution, health, and safety,
or protection of the environment, including, without limitation, air pollution,
water pollution, noise control, or the use, handling, discharge, disposal,
transportation, Release, or recovery of on-site or off-site Hazardous Materials.

         "ENVIRONMENTAL LIABILITY" means any claim, demand, obligation, cause of
action, order, violation, damage (including without limitation, to any Person,
property or natural resources), injury, judgment, penalty or fine, cost of
enforcement, cost of remedial action, clean-up, restoration, or any other cost
or expense whatsoever (including reasonable attorneys' fees and disbursements)
resulting from the actual or alleged violation of any Environmental Law, the
imposition of any Environmental Lien, or otherwise arising under any
Environmental Law or resulting from any common Law cause of action asserted by
any Person.

         "ENVIRONMENTAL LIEN" means a Lien in favor of any Governmental
Authority for any: (a) liabilities under any Environmental, Health or Safety
Requirement of Law; or (b) damages arising from, or costs incurred by such
Governmental Authority in response to, a Release or threatened Release of
Hazardous Material.

         "ENVIRONMENTAL PROPERTY TRANSFER ACT" means any applicable Requirement
of Law that conditions, restricts, prohibits or requires any notification or
disclosure triggered by the transfer, sale, lease or closure of any Property or
deed or title for any Property for environmental reasons, including, but not
limited to, any so-called "Environmental Cleanup Responsibility Act"or
"Responsible Property Transfer Act".

         "EPA" means the United States Environmental Protection Agency.

         "EQUIPMENT" means equipment used in connection with the maintenance of
Properties.

         "ERISA" means the Employee Retirement Income Security Act of 1974, 29
U.S.C. Sections 1000 et. seq. any amendments thereto, any successor statutes,
and any regulations or guidance promulgated thereunder.

         "ERISA AFFILIATE" means: (a) any corporation which is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as Borrower; (b) a partnership or other trade or
business (whether or not incorporated) which is under common control (within the
meaning of Section 414(c) of the Internal Revenue Code) with Borrower; and (c) a
member of the same affiliated service group (within the meaning of Section
414(m) of the Internal Revenue Code) as Borrower, any corporation described in
CLAUSE (a) above or any partnership or trade or business described in CLAUSE (b)
above.

         "ERISA TERMINATION EVENT" means: (a) a Reportable Event with respect to
any Plan; (b) the withdrawal of Borrower or any ERISA Affiliate from a Plan
during a plan year in which Borrower or such ERISA Affiliate was a "substantial
employer" as defined in Section 4001(a)(2) of ERISA or the cessation of
operations which results in the termination of employment of 20% of Plan
participants who are employees of Borrower or any ERISA Affiliate; (c) the
imposition of an obligation on Borrower or any ERISA Affiliate under Section
4041


                                       7
<PAGE>   14


of ERISA to provide affected parties written notice of intent to terminate a
Plan in a distress termination described in Section 4041(c) of ERISA; (d) the
institution by the PBGC of proceedings to terminate a Plan; (e) any event or
condition which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan; or (f)
the partial or complete withdrawal of Borrower or any ERISA Affiliate from a
Multiemployer Plan.

         "EURODOLLAR BUSINESS DAY" means a Business Day on which dealings in
Dollars are carried out in the London interbank Eurodollar market.

         "EURODOLLAR LOAN" means a Loan or Rollover made hereunder which is one
of a group of Loans and Rollovers and which constitutes a portion of the
principal amount under the Notes with respect to which the interest rate is
calculated by reference to the Eurodollar Rate for a particular Interest Period.

         "EURODOLLAR RATE" means, with respect to each Interest Period, on any
day in such Interest Period the sum of: (a) the quotient of: (i) the Interbank
Offered Rate with respect to such Interest Period; divided by (ii) the remainder
of 1.00 minus the Eurodollar Reserve Requirement in effect on such day; and (b)
based upon the range in which the Leverage Ratio falls, the applicable
percentage in accordance with the following table:

<TABLE>
<CAPTION>
========================================================
            Leverage Ratio                    Percentage
========================================================
<S>                                           <C>
Less than 35%                                     2.00%
--------------------------------------------------------
Equal to or greater than 35%, but less
than 45%                                         2.375%
--------------------------------------------------------
Equal to or greater than 45%, but less          2.5625%
than 50%
--------------------------------------------------------
Equal to or greater than 50%                      2.75%
--------------------------------------------------------
</TABLE>

         "EURODOLLAR RESERVE REQUIREMENT" means, on any day, that percentage
(expressed as a decimal fraction) that is in effect on such day, as provided by
the Board of Governors of the Federal Reserve System (or any successor
governmental body) applied for determining the maximum reserve requirements
(including without limitation, basic, supplemental, marginal, and emergency
reserves) under Regulation D with respect to "Eurocurrency liabilities" as
currently defined in Regulation D, or under any similar or successor regulation
with respect to Eurocurrency liabilities or Eurocurrency funding. Each
determination by Agent of the Eurodollar Reserve Requirement shall, in the
absence of manifest error, be conclusive and binding.

         "EVENT OF DEFAULT" means any of the occurrences set forth in SECTION
10.1 after the expiration of any applicable grace period and the giving of any
applicable notice, in each case as expressly provided in SECTION 10.1.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "FEDERAL FUNDS RATE" means, on any day, a fluctuating interest rate per
annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for

                                       8
<PAGE>   15
such day (or, if such day is not a Business Day, for the next preceding Business
Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for
such day on such transactions received by Agent from three (3) federal funds
brokers of recognized standing selected by Agent.

         "FINANCIAL STATEMENTS" means: (a) quarterly and annual consolidated
statements of income and retained earnings, statement of cash flow, and balance
sheets; (b) such other financial statements as Borrower shall routinely and
regularly prepare on a quarterly or annual basis; (c) such other financial
statements of the Consolidated Businesses or Minority Holdings as the Requisite
Lenders may from time to time reasonably specify; provided, however, that the
financial statements referenced in CLAUSES (a) and (b) above shall be prepared
in form reasonably satisfactory to the Requisite Lenders.

         "FISCAL YEAR" means the fiscal year of Borrower for accounting and tax
purposes, which shall be the 12-month period ending on December 31 of each
calendar year.

         "FIXED CHARGES EXPENSE" means, with respect to any period, the sum of:
(a) Combined Interest Expense for such period; (b) scheduled payments of
principal due with respect to Indebtedness for such period (other than
Nonrecourse Debt with respect to Nonrecourse Debt Properties); (c) payments of
base rent (but not percentage rent, additional rent or other sums which may be
due) under any ground lease or Capital Lease of Borrower or any of its
Consolidated Businesses for such period; and (d) the amount of dividends
actually paid by General Partner with respect to its preferred stock for such
period.

         "FLOATING BASE LOAN" means a Loan or Rollover made hereunder, that is
one of a group of Loans and Rollovers, and that constitutes a portion of the
principal amount under the Notes with respect to which the interest rate is
calculated by reference to the Floating Base Rate.

         "FLOATING BASE RATE" means, on any date, the sum of: (a) the variable
rate of interest established, announced or published from time to time by Agent
as its "prime rate," "base rate" or "general reference rate" of interest for
short-term commercial loans in Dollars to domestic borrowers (which rate of
interest may not be the lowest rate charged by Agent on similar loans); and (b)
based upon the range in which the Leverage Ratio falls, the applicable
percentage in accordance with the following table:

<TABLE>
<CAPTION>
========================================================
            Leverage Ratio                    Percentage
========================================================
<S>                                           <C>

Less than 35%                                     0.75%
--------------------------------------------------------
Equal to or greater than 35%, but less           1.125%
than 45%
--------------------------------------------------------
Equal to or greater than 45%, but less          1.3125%
than 50%
--------------------------------------------------------
Equal to or greater than 50%                      1.50%
--------------------------------------------------------
</TABLE>

Each change in the Floating Base Rate shall become effective without prior
notice to Borrower automatically as of the opening of business on the day of
such change in the Floating Base Rate.


                                       9
<PAGE>   16


         "FUNDING ACCOUNT" means the account maintained by Agent for the purpose
of funding Loans and receiving and disbursing payments hereunder.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the American Institute of Certified Public
Accountants' Accounting Principles Board and Financial Accounting Standards
Board or in such other statements by such other entity as may be in general use
by significant segments of the accounting profession as in effect on the Closing
Date (unless otherwise specified herein as in effect on another date or dates)

         "GAS STATION SUBSIDIARY" means an Affiliate of Borrower that shall
invest solely in gas stations and related convenience stores, and that shall
satisfy the published criteria of S&P for a "bankruptcy-remote, single purpose
entity" as well as the other provisions of this Agreement with respect thereto;
provided, however, that (a) with respect to the S&P criteria for limited
liability companies, said Person shall not be required to satisfy the S&P
requirement that at least one of the members of the limited liability company be
a single purpose entity so long as a nonconsolidation opinion meeting S&P
requirements has been issued to Borrower by counsel acceptable to Required
Lenders (such counsel shall include the firm of Middleberg, Riddle & Gianna, or
any other independent firm of which Richard Wilensky is a partner, which serves
as outside general counsel to Borrower), and a copy thereof has been delivered
to Lenders; and (b) in no event shall any one Gas Station Subsidiary own more
than five (5) Properties.

         "GENERAL PARTNER" means USRP Managing, Inc., a Delaware corporation.

         "GOVERNMENTAL AUTHORITY" means any foreign governmental authority, the
United States of America, any state of the United States of America, and any
subdivision of any of the foregoing, and any agency, department, commission,
board, authority or instrumentality, bureau, or court having jurisdiction over
any of Borrower, any subsidiary, any Lender or any of their respective
businesses, operations, assets, or properties.

         "GUARANTIES" means, collectively, those certain Guaranties of Payment,
substantially in the form of EXHIBIT G attached hereto, executed by USRPI and
General Partner, respectively, in favor of Agent, on behalf of the Lenders, and
that certain Subsidiary Guaranty, substantially in the form of EXHIBIT G-1
attached hereto, executed by the Subsidiary Guarantors in favor of Agent, for
the benefit of the Lenders.

         "GUARANTORS" means, collectively, each of the signatories to the
Guaranties. "GUARANTOR" means any one of the Guarantors.

         "HAZARDOUS MATERIAL" means any substance, material, or waste that is or
becomes regulated, under any federal, state, or local environmental Law
(including, but not limited to Environmental Laws) as hazardous to public health
or safety or to the environment, including, but not limited to: (a) any
substance or material designated as a "hazardous substance" under Section 311 of
the Clean Water Act, 33 U.S.C.A. Section 1251 et seq. (33 U.S.C. Section 1321)
or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. Section
1317); (b) any substance or material defined as "hazardous waste" under Section
1004 of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq. (42 U.S.C. Section 6903); and (c) any substance or material defined as a
"hazardous substance" under Section 101 of the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. Section 9001 et seq. (42
U.S.C. Section 9601).


                                       10
<PAGE>   17


         "INDEBTEDNESS", as applied to any Person, means, at any time, without
duplication: (a) all indebtedness, obligations or other liabilities of such
Person (whether consolidated or representing the proportionate interest in any
other Person): (i) for borrowed money (including construction loans) or
evidenced by debt securities, debentures, acceptances, notes or other similar
instruments, and any accrued interest, fees and charges relating thereto; (ii)
under profit payment agreements or in respect of obligations to redeem,
repurchase or exchange any Securities of such Person or to pay dividends in
respect of any stock; (iii) with respect to letters of credit issued for such
Person's account; (iv) to pay the deferred purchase price of property or
services, except accounts payable and accrued expenses arising in the ordinary
course of business; (v) in respect of Capital Leases; (vi) which are Contingent
Obligations; or (vii) under warranties and indemnities; (b) all indebtedness,
obligations or other liabilities of such Person or others secured by a Lien on
any property of such Person, whether or not such indebtedness, obligations or
liabilities are assumed by such Person, all as of such time; (c) all
indebtedness obligations or other liabilities of such Person in respect of
interest rate contracts and foreign exchange contracts, net of liabilities owed
to such Person by the counterparties thereon; (d) all preferred stock subject
(upon the occurrence of any contingency or otherwise) to mandatory redemption;
and (e) all contingent Contractual Obligations with respect to any of the
foregoing. Notwithstanding the foregoing, Indebtedness shall not include
Nonrecourse Debt with respect to Nonrecourse Debt Properties.

         "INTERBANK OFFERED RATE" means, with respect to each Interest Period,
the rate of interest per annum determined by Agent (in accordance with its
customary general practice) to be the arithmetic average (rounded upwards to the
nearest 1/16 of 1%) of the per annum rates at which deposits in immediately
available and freely transferable funds in Dollars are offered by Agent (at
approximately 11:00 a.m., New York City time, two (2) Eurodollar Business Days
prior to the first day of such Interest Period) to prime banks in the interbank
Eurodollar market for delivery on the first day of such Interest Period, such
deposits being for a period of time equal or comparable to such Interest Period
and in an amount equal to or comparable to the principal amount of the
Eurodollar Loan of Agent to which such Interest Period relates. Agent shall
attempt to notify Borrower of Agent's determination of the Interbank Offered
Rate as soon as practicable following such determination. If Agent does not
furnish a timely quotation, the provisions of SECTION 4.1 hereof shall apply.
Each determination of the Interbank Offered Rate by Agent shall, in the absence
of manifest error, be conclusive and binding.

         "INTEREST OPTION" means the Eurodollar Rate and the Floating Base Rate.

         "INTEREST PAYMENT DATE" means: (a) as to any Floating Base Loan, the
last Business Day of each month, commencing on the first of such days to occur
after such Floating Base Loan is made or after any Eurodollar Loan is converted
to a Floating Base Loan, or such earlier date as such Floating Base Loan shall
mature, by acceleration or otherwise; (b) as to any Eurodollar Loan, the last
day of an Interest Period, or such earlier date as such Eurodollar Loan shall
mature, by acceleration or otherwise; and (c) as to any Loan, the Maturity Date
or the date of any prepayment made hereunder.

         "INTEREST PERIOD" means, with respect to any Eurodollar Loan, a period
commencing: (a) on the borrowing date of such Eurodollar Loan; or (b) on the
termination date of the immediately preceding Interest Period in the case of a
Rollover to a successive Interest Period as described in SECTION 2.2(c), and
ending one month thereafter; provided, however, (i) any Interest Period that
would otherwise end on a day which is not a Eurodollar Business Day shall be
extended to the next succeeding Eurodollar Business Day unless such Eurodollar
Business Day falls in another calendar month, in which case such Interest Period
shall end on the next preceding Eurodollar Business Day; (ii) any Interest
Period that begins on the last Eurodollar Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar
month at the end of such Interest Period) shall, subject to CLAUSE (i) above,
end on the last Eurodollar Business Day of a


                                       11
<PAGE>   18


calendar month; and (iii) if the Interest Period would otherwise end after the
Maturity Date, such Interest Period shall end on the Maturity Date.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, any successor
statute and any regulations or guidance promulgated thereunder.

         "INVESTMENT" means, with respect to any Person: (a) any purchase or
other acquisition by that Person of Securities, or of a beneficial interest in
Securities, issued by any other Person; (b) any purchase by that Person of all
or substantially all of the assets of a business conducted by another Person;
and (c) any loan, advance (other than deposits with financial institutions
available for withdrawal on demand, prepaid expenses, accounts receivable,
advances to employees and similar items made or incurred in the ordinary course
of business) or capital contribution by that Person to any other Person,
including all Indebtedness to such Person arising from a sale of property by
such Person other than in the ordinary course of its business. The amount of any
Investment shall be the original cost of such Investment plus the cost of all
additions thereto, less the amount of any return of capital or principal to the
extent such return is in cash with respect to such Investment without any
adjustments for increases or decreases in value or write-ups, write-downs or
write-offs with respect to such Investment.

         "INVESTMENT GRADE CREDIT RATING" means: (a) with respect to Moody's, a
credit rating of Baa3 or higher; and (b) with respect to S&P, a credit rating of
BBB- or higher.

         "IRS" means the Internal Revenue Service and any Person succeeding to
the functions thereof.

         "LAWS" means all applicable statutes, laws, treaties, ordinances,
rules, regulations, orders, writs, injunctions, decrees, judgments, opinions,
and interpretations of any Governmental Authority.

         "LENDER" is defined in the preamble to this Agreement.

         "LENDER DEFAULT" is defined in SECTION 11.14.

         "LEVERAGE RATIO" means the ratio, expressed as a percentage, of the
Total Adjusted Outstanding Indebtedness to the Capitalization Value.

         "LIABILITIES AND COSTS" means all liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive damages,
economic damages, consequential damages, treble damages, intentional, willful or
wanton injury, damage or threat to the environment, natural resources or public
health or welfare, costs and expenses (including, without limitation, attorney,
expert and consulting fees and costs of investigation, feasibility or Remedial
Action studies), fines, penalties and monetary sanctions, interest, direct or
indirect, known or unknown, absolute or contingent, past, present or future.

         "LIEN" means any mortgage, deed of trust, pledge, hypothecation,
assignment, conditional sale agreement, deposit arrangement, security interest,
encumbrance, lien (statutory or other and including, without limitation, any
Environmental Lien), preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever in respect of any
property of a Person, whether granted voluntarily or imposed by law, and
includes the interest of a lessor under a Capital Lease or under any financing
lease having substantially the same economic effect as any of the foregoing and
the filing of any financing statement or similar notice (other than a financing
statement filed-by a "true" lessor pursuant to 9-408 of the Uniform Commercial


                                       12
<PAGE>   19


Code), naming the owner of such property as debtor, under the Uniform Commercial
Code or other comparable law of any jurisdiction.

         "LIMITED MINORITY HOLDINGS" means Minority Holdings in which: (a)
Borrower has a less than fifty percent (50%) beneficial ownership interest; or
(b) Borrower or its wholly-owned Subsidiary does not control the management of
such Minority Holdings, whether as the general partner or managing member of
such Minority Holding, or otherwise. As used in this definition only, the term
"control" shall mean the authority to make unilaterally major management
decisions, in addition to the management of day-to-day operations of such entity
and shall include instances in which Borrower manages the day-to-day leasing,
management, control or development of the Properties of such Minority Interest
pursuant to the terms of a management agreement.

         "LIMITED PARTNERS" means those Persons who from time to time are
limited partners of Borrower; and "LIMITED PARTNER" means each of the Limited
Partners, individually.

         "LITIGATION" means any action or proceeding by or before any
Governmental Authority.

         "LOAN" means any amount loaned to Borrower by Lenders under this
Agreement.

         "LOAN DOCUMENTS" means: (a) this Agreement, certificates and reports
delivered under this Agreement, and exhibits and schedules to this Agreement;
(b) the Note and all other agreements, documents, and instruments in favor of
Lender ever delivered under this Agreement or otherwise delivered in connection
with all or any part of the Obligations, including, without limitation, each of
the Guaranties; and (c) all renewals, extensions, and restatements of, and
amendments and supplements to, any of the foregoing.

         "MANDATORY PREPAYMENT DATE" is defined in SECTION 3.6.

         "MARGIN STOCK" means "margin stock" as such term is defined in
Regulation U and Regulation G.

         "MATERIAL ADVERSE EFFECT" means any: (a) material adverse effect
whatsoever upon the validity, performance, or enforceability of any Loan
Document; (b) material impairment of the ability of Borrower to fulfill its
payment or other material obligations under the Loan Documents; (c) material and
adverse effect on the financial condition of Borrower as represented to Lender
in the Current Financials most recently delivered before the date of this
Agreement; or (d) Event of Default or Potential Default.

         "MATURITY DATE" means the earlier of: (a) April 11, 2002; or (b) the
date on which the Obligations otherwise become earlier due and payable under the
terms of this Agreement.

         "MAXIMUM COMMITMENT" means the aggregate Commitments of all Lenders,
but in no event greater than $50,000,000.

         "MAXIMUM RATE" means, on any day, the highest, non-usurious interest
rate (if any) permitted by Law.

         "MINORITY HOLDINGS" means partnerships, joint ventures, corporations
and other entities held or owned by Borrower or any Subsidiary which are not
directly or indirectly wholly-owned by Borrower.

         "MOODY'S" means Moody's Investors Service, Inc.


                                       13
<PAGE>   20


         "MORTGAGE SUBSIDIARY" means an Affiliate of Borrower that shall invest
solely in mortgages on real and personal properties of unaffiliated
third-parties, and that shall satisfy the published criteria of S&P for a
"bankruptcy-remote, single purpose entity."

         "MULTIEMPLOYER PLAN" means a multiemployer plan as defined in Sections
3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Internal Revenue Code to
which Borrower or any member of the Controlled Group is making, or has made, or
is accruing, or has accrued, an obligation to make contributions.

         "NPL" is defined in SECTION 6.17(a).

         "NONRECOURSE DEBT" means Indebtedness as to which the lender's recourse
is limited to either: (a) the property securing such Indebtedness (subject to
customary carve-outs for fraud, misapplication of funds); or (b) the property of
any Subsidiary securing such Indebtedness or the assets of any such Subsidiary
(provided that in such case, all assets of such Subsidiary shall constitute
Nonrecourse Debt), but is not recourse to Borrower, the General Partner, the
Guarantors or any Subsidiary (provided that Borrower, the General Partner and
the Guarantors may pledge, on a nonrecourse basis, their interests in any such
Subsidiary, in which event the assets of such Subsidiary shall constitute
Nonrecourse Debt).

         "NONRECOURSE DEBT PROPERTIES" means Properties acquired by Borrower or
any Subsidiary which are subject to Nonrecourse Debt.

         "NOTES" means the promissory notes issued by Borrower to Lenders
pursuant to SECTION 3.1 hereof, as such notes may be amended, restated,
reissued, extended or modified, and "NOTE" means any one of the Notes.

         "OBLIGATIONS" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by Borrower to Agent, any other Lender,
any Affiliate of Agent, any other Lender, or any Person entitled to
indemnification pursuant to SECTION 12.1 of this Agreement, of any kind or
nature, arising under this Agreement, the Notes or any other Loan Document. The
term includes, without limitation, all interest, charges, expenses, fees,
reasonable attorneys' fees and disbursements and any other sum chargeable to
Borrower under this Agreement or any other Loan Document.

         "OFFICER'S CERTIFICATE" means, as to a corporation, a certificate
executed on behalf of such corporation by the chairman of its board of directors
(if an officer of such corporation) or its chief executive officer, president,
any of its vice-presidents, its chief financial officer, or its treasurer and,
as to a partnership, a certificate executed on behalf of such partnership by the
chairman of the board of directors (if an officer of such corporation) or chief
executive officer, president, any vice-president or treasurer of the general
partner of such partnership.

         "ORGANIZATIONAL DOCUMENTS" means, with respect to any corporation,
limited liability company, or partnership: (a) the articles/certificate of
incorporation, formation or limited partnership (or the equivalent
organizational documents) of such corporation or limited liability company or
limited partnership; (b) the partnership agreement executed by the partners in
the partnership; (c) the by-laws (or the equivalent governing documents) of the
corporation, limited liability company or partnership; and (d) any document
setting forth the designation, amount and/or relative rights, limitations and
preferences of any class or series of such corporation's Capital Stock or such
limited liability company's or partnership's equity or ownership interests.

         "OSHA" means the Occupational Safety and Health Act of 1970, 29. U.S.C.
Sections 651 et seq., any amendments thereto, any successor statutes and any
regulations or guidance promulgated thereunder.


                                       14
<PAGE>   21


         "OTHER CREDIT FACILITIES" means any agreement or other arrangement by
which any commercial bank or other Person loans monies or extends credit to
Borrower in an original principal or commitment amount equal to or exceeding
$10,000,000, including, without limitation, the UBS Agreement, Term Note
Agreement No. 1, Term Note Agreement No. 2 and Term Note Agreement No. 3.

         "OTHER TAXES" is defined in SECTION 3.10(b).

         "PARTICIPANT" is defined in SECTION 12.9(b).

         "PBGC" means the Pension Benefit Guaranty Corporation.

         "PERMITS" means any permit, consent, approval, authorization, license,
variance, or permission required from any Person, including any Governmental
Approvals.

         "PERSON" means any natural person, corporation, limited liability
company, limited partnership, general partnership, joint stock company, joint
venture association, company, trust, bank, trust company, land trust, business
trust or other organization, whether or not a legal entity, and any Governmental
Authority.

         "PLAN" means an employee benefit plan defined in Section 3(3) of ERISA
in respect of which Borrower or any ERISA Affiliate is, or within the
immediately preceding six (6) years was, an "employer" as defined in Section
3(5) of ERISA or Borrower or any ERISA Affiliate has assumed any liability.

         "POTENTIAL EVENT OF DEFAULT" means an event which, with the giving of
notice or the lapse of time, or both, would constitute an Event of Default.

         "PRESCRIBED FORMS" means any duly executed forms and/or statements that
may, from time to time, be prescribed by law, permitting Borrower to make
payments hereunder for the account of a Lender free of deduction or withholding
of income or similar taxes, pursuant to applicable provisions of: (a) an income
tax treaty between the United States and the country of residence of a Lender
providing the forms and/or statements; or (b) the Internal Revenue Code and any
applicable rule or regulation thereunder.

         "PRO RATA SHARE" means, with respect to each Lender, the percentage
obtained from the fraction: (a) the numerator of which is the Commitment of such
Lender; and (b) the denominator of which is the aggregate Commitments of all
Lenders.

         "PROCESS AGENT" means CT Corporation, 1633 Broadway, New York, New York
10019.

         "PROPERTY" means any Real Property or personal property, plant,
building, facility, structure, underground storage tank or unit, equipment,
general intangible, receivable, or other asset owned, leased or operated by any
Consolidated Business or any Minority Holding (including any surface water
thereon or adjacent thereto, and soil and groundwater thereunder).

         "RCRA" means the Resource Conservation and Recovery Act of 1976, 42
U.S.C. Sections 6901, any amendments thereto, any successor statutes and any
regulations or guidance promulgated thereunder.


                                       15
<PAGE>   22


         "REAL PROPERTY" means all present and future right, title and interest
(including, without limitation, any leasehold estate) of Borrower and its
Subsidiaries in: (a) any plots, pieces or parcels of land; (b) any Improvements
of every nature whatsoever (the rights and interests described in CLAUSES (a)
and (B) above being the "PREMISES"); (c) all easements, rights of way, gores of
land or any lands occupied by streets, ways, alleys, passages, sewer rights,
water courses, water rights and powers, and public places adjoining such land,
and any other interests in property constituting appurtenances to the Premises,
or which hereafter shall in any way belong, relate or be appurtenant thereto;
(d) all hereditaments, gas, oil, minerals (with the right to extract, sever and
remove such gas, oil and minerals), and easements, of every nature whatsoever,
located in, on or benefitting the Premises; and (e) all other rights and
privileges thereunto belonging or appertaining and all extensions, additions,
improvements, betterments, renewals, substitutions and replacements to or of any
of the rights and interests described in CLAUSES (c) and (d) above.

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REGULATION G" means Regulation G of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REGULATION U" means Regulation U promulgated by the Board of Governors
of the Federal Reserve System, as in effect from time to time.

         "REGULATION X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REIT" means a domestic trust or corporation that qualifies as a real
estate investment trust under the provisions of Sections 856, et. seq. of the
Internal Revenue Code.

         "RELEASE" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching, or migration into
the indoor or outdoor environment or into or out of any property, including the
movement of any Hazardous Material or any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, or any constituent of any such
substance or waste, including, but not limited to these terms as defined in
Environmental Laws, through or in the air, soil, surface water, groundwater, or
any property.

         "REMEDIAL ACTION" means actions required to: (a) clean up, remove,
treat or in any other way address Hazardous Materials in the indoor or outdoor
environment; (b) prevent the Release or threat of Release or minimize the
further Release of Hazardous Materials; or (c) investigate and determine if a
remedial response is needed and to design such a response and post-remedial
investigation, monitoring, operation and maintenance and care.

         "REPORTABLE EVENT" means any of the events described in Section 4043(b)
of ERISA and the regulations promulgated thereunder as in effect from time to
time but not including any such event as to which the thirty (30) day notice
requirement has been waived by applicable PBGC regulations.

         "REPRESENTATIVES" means representatives, officers, directors,
employees, accountants, attorneys, and agents.

         "REQUEST FOR BORROWING" is defined in SECTION 2.2.


                                       16
<PAGE>   23


         "REQUIREMENTS OF LAW" means, as to any Person, the charter and by-laws
or other organizational or governing documents of such Person, and any law, rule
or regulation, or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is subject
including, without limitation, the Securities Act, the Securities Exchange Act,
Regulations G, T, U and X, ERISA, the Fair Labor Standards Act, the Worker
Adjustment and Retraining Notification Act, Americans with Disabilities Act of
1990, and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or Permit and Environmental, Health or
Safety Requirement of Law.

         "REQUISITE LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than sixty-six and two-thirds percent (66 2/3%);
provided, in the event any Lender fails to fund its Pro Rata Share of any Loan
and such failure remains uncured, then "REQUISITE LENDERS" means Lenders,
excluding all Lenders whose failure to fund remains uncured, whose Pro Rata
Shares, in the aggregate, are greater than sixty-six and two-thirds percent (66
2/3%); provided further, in the event the Available Commitment has been
terminated pursuant to the terms of this Agreement, "REQUISITE LENDERS" means
Lenders whose aggregate outstanding principal balance of Loans, stated as a
percentage of all such Loans, is greater than sixty-six and two-thirds percent
(66 2/3%).

         "ROLLOVER" means the renewal of any Eurodollar Loan or Floating Base
Loan upon the expiration of the Interest Period with respect thereto, pursuant
to SECTION 2.2(c) hereof.

         "ROLLOVER NOTICE" is defined in SECTION 2.2(c) hereof.

         "RULE 144" means Rule 144 of the General Regulations as promulgated by
the Securities and Exchange Commission under the Securities Act and, as
applicable, its various sections and subsections.

         "S&P" means Standard and Poor's Corporation.

         "SALE-LEASEBACK SUBSIDIARY" means an Affiliate of Borrower that: (a)
shall invest solely in gasoline/convenience stores and restaurant real
properties operated by unaffiliated third-party tenants; (b) shall satisfy the
published criteria of S&P for a "bankruptcy remote, single purpose entity;" and
(c) with respect to which all of its Properties are subject to Secured
Indebtedness; provided that, notwithstanding anything to the contrary contained
in the definition of "GAS STATION SUBSIDIARY," a Sale-Leaseback Subsidiary may
acquire more than five (5) Properties which may not be exclusively gas station
Properties.

         "SECURED INDEBTEDNESS" means any Indebtedness secured by a Lien.

         "SECURITIES" means any stock, shares, voting trust certificates,
partnership interests, bonds, debentures, notes or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or otherwise, or
in general any instruments commonly known as "securities", including, without
limitation, any "security" as such term is defined in Section 8-102 of the
Uniform Commercial Code, or any certificates of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing, but shall not include the Notes or any other evidence of the
Obligations.

         "SECURITIES ACT" means the Securities Act of 1933, as amended.


                                       17
<PAGE>   24


         "SOLVENT", when used with respect to any Person, means that at the time
of determination: (a) the fair saleable value of its assets is in excess of the
total amount of its liabilities (including, without limitation, Contingent
Liabilities); (b) the present fair saleable value of its assets is greater than
its probable liability on its existing debts as such debts become absolute and
matured; (c) such Person is then able and expects to be able to pay its debts
(including, without limitation, Contingent Liabilities and other commitments) as
they mature; and (d) such Person has capital sufficient to carry on its business
as conducted and as proposed to be conducted.

         "SUBSIDIARY" means any corporation, limited liability company, general
or limited partnership, or other entity of which securities or other ownership
interests having ordinary voting power to elect a majority of the board of
directors or other persons performing similar functions are at the time directly
or indirectly owned or controlled by Borrower, one or more of the other
subsidiaries of Borrower or any combination thereof.

         "SUBSIDIARY GUARANTORS" means, collectively, USRP (West Virginia)
Partners, L.P., a Texas limited partnership, Restaurant Renovation Partners,
L.P., a Texas limited partnership, U.S. Restaurant Properties Development L.P.,
a Texas limited partnership, USRP (Lincoln), Ltd., a Texas limited partnership,
USRP (Norman) Ltd., a Texas limited partnership, and USRP (Carolina), Ltd., a
Texas limited partnership.

         "SUPERMAJORITY LENDERS" means Lenders whose Pro Rata Shares, in the
aggregate, are greater than eighty percent (80%); provided, in the event any
Lender fails to fund its Pro Rata Share of any Loan and such failure remains
uncured, then "SUPERMAJORITY LENDERS" means Lenders, excluding all Lenders whose
failure to fund remains uncured, whose Pro Rata Shares, in the aggregate, are
greater than eighty percent (80%); provided further, in the event the Available
Commitment has been terminated pursuant to the terms of this Agreement,
"SUPERMAJORITY LENDERS" means Lenders whose aggregate outstanding principal
balance of Loans, stated as a percentage of all such Loans, is greater than
eighty percent (80%).

         "TAXES" is defined in SECTION 3.6.

         "TERM NOTE AGREEMENT NO. 1" means the Note Purchase Agreement, dated as
of January 31, 1997, of Borrower, with respect to the issuance of $12,500,000
principal amount of 8.06% Series A Senior Secured Guarantied Notes due January
31, 2000, and $27,500,000 principal amount of 8.30% Series B Senior Secured
Guarantied Notes Due January 31, 2002.

         "TERM NOTE AGREEMENT NO. 2" means the Note Purchase Agreement, dated as
of May 1, 1998, of Borrower, with respect to the issuance of $110,000,000
principal amount of 7.15% Senior Notes due May 1, 2005.

         "TERM NOTE AGREEMENT NO. 3" means the Note Purchase Agreement, dated as
of November 13, 1998, of Borrower, with respect to the issuance of $47,500,000
principal amount of 8.22% Senior Notes due August 1, 2003.

         "TOTAL ADJUSTED OUTSTANDING INDEBTEDNESS" means, for any period, the
sum of: (a) the amount of Indebtedness of Borrower and the Consolidated
Businesses which is not Nonrecourse Debt, set forth on the then most recent
quarterly financial statements of Borrower; (b) the outstanding amount of
Minority Holding Indebtedness which is not Nonrecourse Debt as of the time of
determination; and (c) without duplication, Contingent Obligations, which are
recourse obligations, of Borrower, including those of Minority Holdings.



                                       18
<PAGE>   25


         "TOTAL UNSECURED OUTSTANDING INDEBTEDNESS" means that portion of Total
Adjusted Outstanding Indebtedness that is Unsecured Indebtedness.

         "UBS AGREEMENT" means that certain Revolving Credit Agreement, dated
January 9, 1998, among Borrower, the other lenders named therein, and Union Bank
of Switzerland, New York Branch, as agent.

         "UNENCUMBERED COMBINED EBITDA" means that portion of Combined EBITDA
which represents revenues earned from Real Property that is not subject to or
encumbered by Secured Indebtedness and is not subject to any agreements other
than this Agreement, the Term Note Agreement and the UBS Agreement, the effect
of which would be to restrict, directly or indirectly, the ability of the owner
of such Property from granting Liens thereon, calculated on the first day of
each fiscal quarter for the immediately preceding fiscal quarter, annualized.

         "UNSECURED INDEBTEDNESS" means Indebtedness which is not Secured
Indebtedness.

         "UNSECURED INTEREST EXPENSE" means the portion of the Combined Interest
Expense attributable to Total Unsecured Outstanding Indebtedness.

         "UNIFORM COMMERCIAL CODE" means the Uniform Commercial Code as enacted
in the State of New York, as it may be amended from time to time.

         "USRPI" means U.S. Restaurant Properties, Inc., a Maryland corporation,
the sole owner of General Partner.

         1.2 TIME REFERENCES. Unless otherwise specified, in the Loan Documents:
(a) time references (e.g., 10:00 a.m.) are to time in New York City; (b) in
calculating a period from one date to another, the word "from" means "from and
including" and the word "to" or "until" means "to but excluding"; and (c)
references to a "day" or "days," unless specified otherwise, are to calendar
days.

         1.3 OTHER REFERENCES. Unless otherwise specified, in the Loan
Documents: (a) where appropriate, the singular includes the plural and vice
versa, and words of any gender include each other gender; (b) heading and
caption references may not be construed in interpreting provisions; (c) monetary
references are to currency of the United States of America; (d) section,
paragraph, annex, schedule, exhibit, and similar references are to the
particular Loan Document in which they are used; (e) references to "telecopy,"
"facsimile," "fax," or similar terms are to facsimile or telecopy transmissions;
(f) references to "including" mean including without limiting the generality of
any description preceding that word; (g) the rule of construction that
references to general items that follow references to specific items as being
limited to the same type or character of those specific items is not applicable
in the Loan Documents; (h) references to any Person include that Person's heirs,
personal representatives, successors, trustees, receivers, and permitted
assigns; (i) references to any Law include every amendment or supplement to it,
rule and regulation adopted under it, and successor or replacement for it; and
(j) references to any Loan Document or other document include every renewal and
extension of it, amendment and supplement to it, and replacement or substitution
for it.

         1.4 ACCOUNTING PRINCIPLES. Unless otherwise specified, in the Loan
Documents: (a) GAAP determines all accounting and financial terms and compliance
with financial covenants; (b) GAAP in effect on the date of this Agreement
determines compliance with financial covenants; provided that GAAP shall be
applied

                                       19
<PAGE>   26


without reference to EITF-98-9; and (c) otherwise, all accounting principles
applied in a current period must be comparable in all material respects to those
applied during the preceding comparable period.

SECTION 2         LOAN.

         2.1 COMMITMENT. Subject to the provisions of the Loan Documents, each
Lender hereby, severally and not jointly, agrees to extend to Borrower, on or
prior to the Commitment Termination Date, a term Loan, in one or more advances,
in an amount not to exceed its Pro Rata Share of the Maximum Commitment. This
Agreement is a multiple advance term loan facility; therefore, (a) any amount of
the Available Commitment not advanced prior to the close of Agent's banking
business on the Commitment Termination Date shall automatically expire and no
longer be available to Borrower; and (b) no portion of any Loans may be
reborrowed once paid or prepaid.

         2.2 MANNER OF BORROWING. So long as the conditions precedent to
borrowing under SECTION 5 have been satisfied, Borrower shall give Agent notice
of the date of each requested Loan hereunder, which notice may be by telephone,
if confirmed in writing, telex, facsimile, or other written communication (the
"REQUEST FOR BORROWING"), and which notice shall be irrevocable and effective
upon receipt by Agent. Each Request for Borrowing shall be in the form attached
hereto as EXHIBIT C (with blanks completed in conformity herewith) and shall be
furnished to Agent at least three (3) Eurodollar Business Days prior to the
requested date of the funding of a Eurodollar Loan, and at least two (2)
Business Days prior to the requested date of funding of a Floating Base Loan.


                  (1) REQUEST FOR BORROWING. Each Request for Borrowing shall be
         deemed to constitute a representation and warranty by Borrower that:

                           (1) As of the date of the Loan requested, the
                  representations and warranties set forth in SECTION 6 hereof
                  are and will be true and correct in all material respects both
                  immediately before and after giving effect to such Loan;

                           (2) No Event of Default or Potential Event of Default
                  exists and is continuing at such date; and after giving effect
                  to such Loan, the aggregate outstanding unpaid principal
                  balance of all Loans as of such date will not exceed the
                  Maximum Commitment.

                  Borrower shall indemnify Lenders against any cost, loss, or
         expense incurred by Lenders, or any of them, as a result of any failure
         to fulfill, on or before the date specified for such Loan, the
         conditions to such Loan set forth herein, including, without
         limitation, any cost, loss, or expense incurred by reason of the
         liquidation or re-deployment of the deposits or other funds acquired by
         Lenders, or any of them, to fund the Loan to be made by Lenders as a
         part of such Loan when such Loan, as a result of such failure, is not
         made on such date. A certificate of a Lender setting forth the amount
         of any such cost, loss or expense, and the basis for the determination
         thereof, shall be delivered to Borrower and Agent and shall, in the
         absence of a manifest error, be conclusive and binding. Notwithstanding
         any provision to the contrary contained in this SECTION 2.2, Borrower
         shall not be required to indemnify Lenders against any costs, loss or
         expenses incurred by Lenders, or any of them, as a result of the
         liquidation or redeployment of funds due to Borrower's failure to
         fulfill, on or before the date specified for a Floating Base Rate Loan,
         the conditions to such Loan set forth herein.


                                       20
<PAGE>   27


                  (2) REQUEST FOR CURRENT RATES. Prior to making a Request for
         Borrowing, Borrower may (without specifying whether the anticipated
         Loan shall be a Floating Base Loan or Eurodollar Loan) request that
         Agent provide the most recent Floating Base Rate and Eurodollar Rate
         available to Lenders. Agent shall endeavor to provide such quoted rates
         to Borrower within two (2) Business Days of such request.

                  (3) ROLLOVERS. At least four (4) Eurodollar Business Days
         prior to the last day of an Interest Period, Agent shall endeavor to
         provide Borrower with notice of the expiration of such Interest Period;
         provided, however, that Agent's failure to provide such notice will in
         no way affect or otherwise compromise the obligation of Borrower to
         provide the Rollover Notice referred to below. At least three (3)
         Eurodollar Business Days prior to the termination of each Eurodollar
         Interest Period, Borrower shall give Agent written notice (the
         "ROLLOVER NOTICE") whether Borrower desires to renew such Eurodollar
         Loan and shall designate the Interest Option which shall be applicable
         to such Rollover upon the expiration of such Interest Period. Each
         Rollover Notice shall be irrevocable and effective upon notification
         thereof to Agent and shall be deemed to constitute a representation and
         warranty by Borrower that the representations and warranties set forth
         in SECTION 6 hereof are true and correct in all material respects on
         and as of the date of such Rollover Notice, with the same force and
         effect as if made on and as of such date. If Borrower fails to timely
         give Agent the Rollover Notice with respect to any Loan, Borrower shall
         be deemed to have elected the Floating Base Rate as the Interest Option
         with respect to such Loan, commencing on the expiration of the
         preceding Interest Period.

                  (4) CONVERSIONS. With respect to any Floating Base Loan,
         Borrower shall have the right, on any Eurodollar Business Day (a
         "CONVERSION DATE"), to convert such Floating Base Loan to a Eurodollar
         Loan, by giving Agent written notice (a "CONVERSION NOTICE") of such
         selection at least three (3) Eurodollar Business Days prior to such
         Conversion Date. Each Conversion Notice shall be irrevocable and
         effective upon notification thereof to Agent and shall be deemed to
         constitute a representation and warranty by Borrower that the
         representations and warranties set forth in SECTION 6 hereof are true
         and correct in all material respects on and as of the date of such
         Conversion Notice, with the same force and effect as if made on and as
         of such date.

                  (5) TRANCHES. Notwithstanding anything to the contrary
         contained herein, Borrower shall not have the right to have more than
         five (5) Eurodollar Loans, in the aggregate, outstanding hereunder at
         any one time, and Borrower shall not have the right to request a
         Eurodollar Loan if the interest rate applicable thereto under SECTION
         3.2 hereof would exceed the Maximum Rate in effect on the first day of
         the Interest Period applicable to such Eurodollar Loan.

                  (6) AGENT NOTIFICATION OF LENDERS. Agent shall promptly notify
         each Lender of receipt of a Request for Borrowing, a Conversion Notice
         or a Rollover Notice; Agent shall specify the amount of the Loan and
         such Lender's Pro Rata Share thereof, the date the Loan is to be made,
         the Interest Option selected, and the applicable rate of interest.

         2.3 MINIMUM LOAN AMOUNTS. Each Loan shall be in an amount of at least
$10,000,000. If the Available Commitment is less than $10,000,000, then the Loan
shall be in the amount of the then Available Commitment.

         2.4 FUNDING. Each Lender shall make the proceeds of its Pro Rata Share
of each Loan available to Agent at its Funding Account for the account of
Borrower at or prior to 2:00 p.m. (New York City time) on


                                       21
<PAGE>   28


the date specified in the Request for Borrowing, as the borrowing date, in
immediately available funds; and upon fulfillment of all applicable conditions
set forth herein, Agent shall deposit such proceeds in immediately available
funds in Borrower's account specified in the Request for Borrowing. The failure
of any Lender to advance the proceeds of its Pro Rata Share of any Loan required
to be advanced hereunder shall not relieve any other Lender of its obligation to
advance the proceeds of its Pro Rata Share of any Loan required to be advanced
hereunder. The liabilities and obligations of each Lender hereunder shall be
several and not joint, and neither Agent nor any Lender shall be responsible for
the performance by any other Lender of its obligations hereunder. Each Lender
hereunder shall be liable to Borrower only for the amount of its Commitment.

         2.5 INTEREST RATE.

                  (1) RATE. The unpaid principal of each Floating Base Loan
         shall bear interest at a rate per annum which shall from day to day be
         equal to the Floating Base Rate in effect from day to day. The unpaid
         principal of each Eurodollar Loan shall bear interest at a rate per
         annum which shall be equal to the Eurodollar Rate for the applicable
         Interest Period.

                  (2) CHANGE IN RATE; PAST DUE AMOUNTS; CALCULATIONS OF
         INTEREST. Each change in the rate of interest under each Note shall
         become effective, without prior notice to Borrower, automatically as of
         the opening of business of Lenders on the date of said change. Interest
         shall be calculated on the basis of actual days elapsed in a year
         consisting of 360 days. If any principal of, or interest on, any Note
         is not paid when due, then (in lieu of the interest rate provided in
         SECTION 2.5(a) above) such past due principal and interest on the Note
         shall bear interest at the Default Rate.

         2.6 DETERMINATION OF RATE. Agent shall determine each interest rate
applicable to the Loans hereunder. Agent shall give prompt notice to Borrower of
each rate of interest so determined, and its determination thereof shall be
conclusive and binding in the absence of manifest error.

SECTION 3         PAYMENT TERMS.

         3.1 PROMISSORY NOTES. All Loans hereunder shall be evidenced by
promissory notes of Borrower. Each Note issued by Borrower shall: (a) be dated:
(i) with respect to the initial Note payable to the order of each initial
Lender, the date hereof; and (ii) with respect to subsequent, replacement Notes
or Notes payable to subsequent Lenders, if applicable, the date of funding of
such Lender's Commitment or the date of the relevant Assignment and Acceptance
Agreement for such Lender; (b) be in the amount of the applicable Lender's
Commitment; (c) be payable to the order of such Lender at its principal office;
(d) bear interest in accordance with the terms herein; and (e) be in the form of
EXHIBIT A attached hereto (with blanks appropriately completed in conformity
herewith). Borrower agrees from time to time, upon the request of Agent or any
affected Lender, to reissue new Notes, in accordance with the terms and in the
form heretofore provided, to any Lender and any Assignee of such Lender in
accordance with SECTION 12.9(c) hereof, in renewal of and substitution for the
Note previously issued by Borrower to the affected Lender.

         3.2 PAYMENT OF OBLIGATIONS. The unpaid principal amount of the
Obligations, together with all accrued but unpaid interest thereon, shall be due
and payable on the Maturity Date.

                  (1) INTEREST CALCULATED. Interest on each Loan and any portion
         thereof shall commence to accrue in accordance with the terms of this
         Agreement and the other Loan Documents as of the date of the disbursal
         or wire transfer of such Loan by Agent, notwithstanding whether
         Borrower received the


                                       22
<PAGE>   29


         benefit of such Loan as of such date. When a Loan is disbursed by wire
         transfer, such Loan shall be considered made at the time of the
         transmission of the wire, rather than the time of receipt thereof by
         the receiving bank. With regard to the repayment of the Loans, interest
         shall continue to accrue on any amount repaid until such time as the
         repayment has been received in federal or other immediately available
         funds by Agent in the Funding Account.

                  (2) INTEREST PAYMENT DATES. Interest on the Notes shall be due
         and payable on each Interest Payment Date, and on the Maturity Date.

                  (3) DIRECT DISBURSEMENT. If, at any time, Agent does not
         receive on the date due, any payment of interest upon the Loans or any
         fee described herein, Agent may disburse funds from the Funding Account
         to Lenders to the extent available therein for payment of any such
         amount and thereafter may disburse to Lenders, without notice to or
         consent of Borrower, in immediately available funds an amount equal to
         the interest or fee due to Lenders, which disbursement shall be deemed
         to be a Floating Base Loan pursuant to SECTION 2 hereof, and Borrower
         shall be deemed to have given to Lenders, in accordance with the terms
         and conditions of SECTION 2.2(a), a Request for Borrowing with respect
         thereto.

         3.3 PAYMENTS ON THE NOTES. All payments of principal of, and interest
on, the Notes, of fees and of all other amounts payable under this Agreement by
Borrower to or for the account of Lenders, or any of them, shall be made by
Borrower to Agent before 12:00 noon in federal or other immediately available
funds to the Funding Account. Funds received after 12:00 noon shall be treated
for all purposes as having been received by Agent on the first Business Day next
following receipt of such funds. Except as provided in SECTION 12.9 hereof, each
Lender shall be entitled to receive its Pro Rata Share of each payment received
by Agent hereunder for the account of Lenders on the Notes. Each payment
received by Agent hereunder for the account of a Lender shall be promptly
distributed by Agent to such Lender. Agent and each Lender hereby agree that
payments to Agent by Borrower of principal of, and interest on, the Notes, of
fees and of all other amounts payable under this Agreement by Borrower to or for
the account of Lenders in accordance with the terms of this Agreement, the Notes
and the other Loan Documents shall constitute satisfaction of Borrower's
obligations with respect to any such payments, and Agent shall indemnify, and
each Lender shall hold harmless, Borrower from any claims asserted by any Lender
in connection with Agent's duty to distribute and apportion such payments to
Lenders in accordance with this SECTION 3.3. All payments made on the Notes
shall be credited, to the extent of the amount thereof, in the following manner:
(a) first, against all costs, expenses and other fees (including attorneys'
fees) arising under the terms hereof; (b) second, against the amount of interest
accrued and unpaid on the Notes as of the date of such payment; (c) third,
against all principal due and owing on the Notes as of the date of such payment;
and (d) fourth, to all other amounts constituting any portion of the
Obligations.

         3.4 CANCELLATION OF AVAILABLE COMMITMENT. So long as no Event of
Default has occurred and upon ten (10) days' prior written notice to Agent,
Borrower may, without premium or penalty, cancel the Available Commitment, in
whole or in part; provided, however, Borrower shall pay to Agent, for the
benefit of Lenders, concurrently with the notice of such cancellation, the
accrued and unpaid Commitment Fee due through the effective date of such
cancellation. Notwithstanding the foregoing, the minimum cancellation amount
shall be $1,000,000 and cancellations greater than such minimum shall be in
increments of $1,000,000. Any cancellation of the Available Commitment shall be
made on a pro rata basis among Lenders.

         3.5 VOLUNTARY PREPAYMENTS. So long as no Event of Default and upon five
(5) Business Days' prior written notice to Agent, Borrower may, without premium
or penalty, prepay the principal of the Notes then


                                       23
<PAGE>   30


outstanding, in whole or in part, on the last day of any Interest Period;
provided, however, should Borrower prepay a Floating Base Loan, Borrower need
only provide to Agent one business day's prior written notice of such
prepayment. Notwithstanding the foregoing, (a) the minimum prepayment amount
under this SECTION 3.5 shall be $1,000,000 and prepayments greater than such
minimum shall be in increments of $1,000,000; and (b) if any prepayment of a
Eurodollar Loan is made on a date other than the last day of an Interest Period
for such Eurodollar Loan, Borrower shall also pay any amounts owing pursuant to
SECTION 4.

         3.6 MANDATORY PREPAYMENTS. If at any time from and after the Closing
Date: (a) Borrower merges or consolidates with another Person and Borrower is
not the surviving entity; (b) Borrower or any Consolidated Subsidiary or any
Minority Holding sells, transfers, assigns or conveys assets (other than those
among Borrower and the Consolidated Subsidiaries or those constituting mortgages
secured by real property), the book value of which (computed in accordance with
GAAP but without deduction for depreciation), in the aggregate of all such
sales, transfers, assignments, foreclosures, or conveyances exceeds 25% of the
then Capitalization Value in any twelve (12) month period; (c) the portion of
Capitalization Value attributable to the aggregate Minority Holdings (other than
the Mortgage Subsidiaries and Sale-Leaseback Subsidiaries) of Borrower and the
Consolidated Subsidiaries exceeds 15% of Capitalization Value; or (d) Borrower
or its Affiliate ceases to provide property management and leasing services to
75% of the total number of Real Properties in which Borrower has an ownership
interest (the date any such event shall occur being the "MANDATORY PREPAYMENT
DATE"), the Available Commitment shall terminate and Borrower shall prepay the
Loans in their entirety as if the Mandatory Prepayment Date were the Maturity
Date. Borrower shall immediately make such prepayment together with interest
accrued to the date of the prepayment on the principal amount prepaid. In
connection with the prepayment of any Loan prior to the maturity thereof,
Borrower shall also pay any applicable expenses pursuant to SECTION 4.5. Each
such prepayment shall be applied to prepay ratably the Loans of the Lenders.

         3.7 TAXES.

                  (1) EXCLUDED TAXES. Any and all payments by Borrower hereunder
         and under the Notes shall be made free and clear of and without
         deduction for any and all present or future taxes, levies, imposts,
         deductions, charges or withholdings, and all liabilities with respect
         thereto, excluding, in the case of each Lender: (i) taxes imposed on
         its income, and franchise taxes imposed on it, by the jurisdiction
         under the laws of which Lender is organized or any political
         subdivision thereof and, in the case of each Lender, taxes imposed on
         its income, and franchise taxes imposed on it, by the jurisdiction of
         each Lender's applicable lending office or any political subdivision
         thereof; and (ii) any taxes imposed by the United States of America by
         means of withholding at the source if and to the extent that such taxes
         shall be in effect and shall be applicable, on the date hereof, to
         payments to be made to each Lender (all such non-excluded taxes,
         levies, imposts, deductions, charges, withholdings and liabilities
         being hereinafter referred to as "TAXES").

                  If Borrower shall be required by law to deduct any Taxes from
         or in respect of any sum payable hereunder to a Lender: (i) the sum
         payable shall be increased as may be necessary so that after making all
         required deductions (including deductions applicable to additional sums
         payable under this SECTION 3.7) such Lender receives an amount equal to
         the sum it would have received had no such deductions been made; (ii)
         Borrower shall make such deductions; and (iii) Borrower shall pay the
         full amount deducted to the relevant taxation authority or other
         authority in accordance with applicable law.

                  (2) PERMITTED TAXES. Notwithstanding anything to the contrary
         contained in this Agreement, Borrower shall be entitled, to the extent
         required by law, to deduct or withhold income or


                                       24
<PAGE>   31


         other similar taxes imposed by the United States of America from
         interest, fees or other amounts payable hereunder for the account of
         any Lender (without the payment of increased amounts to such Lender
         pursuant to CLAUSE (a) above) other than a Lender that: (i) is a
         domestic corporation (as such term is defined in Section 7701 of the
         Internal Revenue Code) for federal income tax purposes; or (ii) has the
         Prescribed Forms on file with Borrower to the extent deduction or
         withholding of such taxes is not required as a result of the filing of
         such Prescribed Forms, provided that upon any such deduction or
         withholding, Borrower shall provide a statement to such Lender, setting
         forth the amount of such deduction or withholding, the applicable rate
         and any other information or documentation which such Lender may
         reasonably request for assisting such Lender to obtain any allowable
         credits or deductions for such deduction or withholding in the
         jurisdiction or jurisdictions in which such Lender is subject to tax.

                  (3) OTHER TAXES. In addition, Borrower agrees to pay any
         present or future stamp or documentary taxes or any other excise or
         property taxes, charges or similar levies that arise from any payment
         made hereunder or from the execution, delivery or registration of,
         otherwise with respect to, this Agreement (hereinafter referred to as
         "OTHER TAXES").

                  (4) TAX INDEMNIFICATION. Borrower will indemnify each Lender
         for the full amount of Taxes or Other Taxes (including, without
         limitation, any Taxes or Other Taxes imposed by any jurisdiction on
         amounts payable under this SECTION 3.7) paid by a Lender and any
         liability (including penalties, interest and expenses) arising
         therefrom or with respect thereto, except as a result of the gross
         negligence or willful misconduct of such Lender, whether or not such
         Taxes or Other Taxes were correctly or legally asserted. Any payment
         pursuant to this SECTION 3.7(d) shall be made within thirty (30) days
         from the date such Lender makes written demand therefor.

                  (5) EVIDENCE OF TAX PAYMENTS. Within thirty (30) days after
         the date of any payment of Taxes by or at the direction of Borrower,
         Borrower will furnish to the applicable Lender, the original or a
         certified copy of a receipt evidencing payment thereof.

                  (6) SELECTION OF LENDING OFFICE. Each Lender shall endeavor in
         good faith (consistent with its internal policies and legal and
         regulatory restrictions) to select a jurisdiction for its lending
         office or change the jurisdiction for its lending office, as the case
         may be, so as to avoid the imposition of any Taxes or Other Taxes or to
         eliminate the amount of any such additional amounts which may
         thereafter accrue; provided that no such selection or change of the
         jurisdiction for its lending office shall be made if, in the reasonable
         judgment of such Lender, such selection or change would be
         disadvantageous to such Lender.

                  (7) SURVIVAL OF AGREEMENTS. Without prejudice to the survival
         of any other agreement of Borrower hereunder, the agreements and
         obligations of Borrower contained in this SECTION 3.7 shall survive the
         payment in full of the Obligations.

         3.8 LENDING OFFICE. Each Lender may: (a) designate its principal office
or a foreign branch, subsidiary or Affiliate of such Lender as its lending
office (and the office to whose accounts payments are to be credited) for any
Eurodollar Loan; (b) designate its principal office or a domestic branch,
subsidiary or Affiliate as its lending office (and the office to whose accounts
payments are to be credited) for any Floating Base Loan; and (c) change its
lending offices from time to time by notice to Agent and Borrower. In such
event, such Lender shall continue to hold the Note evidencing its loans for the
benefit and account of such foreign branch, subsidiary


                                       25
<PAGE>   32


or Affiliate. Each Lender shall be entitled to fund all or any portion of its
Commitment in any manner it deems appropriate. But for the purposes of this
Agreement, such Lender shall, regardless of such Lender's actual means of
funding, be deemed to have funded its Commitment in accordance with the Interest
Option selected from time to time by Borrower for such Loan period.

         3.9 AGENT FEES. Borrower shall pay to Agent fees in consideration of
the arrangement and administration of the Commitments, which fees shall be
payable in amounts and on the dates agreed to between Borrower and Agent in a
letter agreement of even date herewith. Such fees are not compensation for the
use, detention, or forbearance of money, is in addition to, and not in lieu of,
interest and expenses otherwise described in this Agreement, is non-refundable,
and bears interest (to the fullest extent permitted by Law and, if not paid when
due, at the Default Rate).

         3.10 COMMITMENT FEE. Borrower shall pay to Agent, for the account of
Lenders, a commitment fee ("COMMITMENT FEE"), accruing at a rate per annum
(computed on a 360 day basis), payable on the Commitment Termination Date, equal
to one-half percent (0.5%) of the average daily amount of the unused portion of
the Available Commitment during the Availability Period. Borrower and Lenders
acknowledge and agree that the Commitment Fee is a bona fide commitment fee and
is intended as reasonable compensation to Lenders for committing to make funds
available to Borrower as described herein and for no other purposes.

         3.11 MAXIMUM INTEREST RATE. Regardless of any provision in any Loan
Document, Lender is never entitled to receive, collect, or apply as interest on
the Obligations any amount in excess of interest calculated at the Maximum Rate.
If Lender ever receives, collects, or applies as interest any such excess, then:
(a) the amount which would be excessive interest is deemed to be a partial
prepayment of principal and treated as such; and (b) if the principal of the
Obligations is fully paid, any remaining excess shall be paid to Borrower.

SECTION 4         SPECIAL PROVISIONS FOR EURODOLLAR LOANS.

         4.1 INADEQUACY OF EURODOLLAR LOAN PRICING. If, with respect to an
Interest Period for any Eurodollar Loan, Agent determines that deposits in
Dollars (in the applicable amounts) are not being offered by Agent in the
applicable interbank Eurodollar market for such Interest Period, then Agent
shall forthwith give notice thereof to Borrower, whereupon until Agent notifies
Borrower that the circumstances giving rise to such suspension no longer exist:
(a) the obligation of Lenders to make Eurodollar Loans shall be suspended; and
(b) Borrower shall either: (i) repay in full the then outstanding principal
amount of such Eurodollar Loan, together with accrued interest thereon on the
last day of the then current Interest Period applicable to such Eurodollar Loan;
or (ii) convert such Eurodollar Loan to a Floating Base Loan in accordance with
the terms of this Agreement on the last day of the then current Interest Period
applicable to each such Eurodollar Loan.

         4.2 ILLEGALITY. If, after the date of this Agreement, the adoption of
any applicable law, rule, or regulation, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority,
central bank, or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its Eurodollar lending
office) with any request or directive (whether or not having the force of law)
of any such Governmental Authority, central bank, or comparable agency shall
make it unlawful or impossible for any Lender (or its Eurodollar lending office)
to make, maintain, or fund any type of Eurodollar Loans, then such Lender shall
so notify Agent, and Agent shall forthwith give notice thereof to Borrower and
Lenders. Before giving notice to Agent pursuant to this SECTION 4.2, such Lender
shall designate a different Eurodollar lending office, if such designation will
avoid the need for giving such notice and will not be otherwise disadvantageous
to any material extent to such Lender (as determined in good faith by such
Lender).


                                       26
<PAGE>   33


Upon receipt of such notice, Borrower shall either: (a) repay in full the then
outstanding principal amount of such Eurodollar Loan, together with accrued
interest thereon; or (b) convert such Eurodollar Loan to a Floating Base Loan on
either: (i) the last day of the then current Interest Period applicable to each
such Eurodollar Loan if such Lender may lawfully continue to maintain and fund
such Eurodollar Loan to such day; or (ii) immediately if such Lender may not
lawfully continue to fund and maintain such Eurodollar Loan to such day.

         4.3 INCREASED COSTS FOR EURODOLLAR LOANS. If any Governmental
Authority, central bank, or other comparable authority shall at any time impose,
modify, or deem applicable any law, rule, regulation or guideline regarding
capital adequacy or reserve (including, without limitation, any imposed by the
Board of Governors of the Federal Reserve System or pursuant to or arising out
of the July 1988 report of the Basle Committee on Banking Regulations and
Supervisory Practices entitled "International Convergence of Capital Measurement
and Capital Standards" but excluding any reserve requirement included in the
Eurodollar Reserve Requirement of each Lender (or its Eurodollar lending
office)) special deposit or similar requirement against assets of, deposits with
or for the account of, or credit extended by any Lender (or its Eurodollar
lending office), or shall impose on any Lender (or its Eurodollar lending
office) or the applicable interbank Eurodollar market any other condition
affecting any type of its Eurodollar Loan, its Note, or the obligation to make
any type of Eurodollar Loan; and the result of any of the foregoing is to
increase the cost to any Lender of making or maintaining any type of Eurodollar
Loan, or to reduce the amount of any sum received or receivable by Lender under
this Agreement or under its Note with respect to any Eurodollar Loan, by an
amount reasonably deemed by such Lender to be material, then, within five (5)
days after demand by such Lender (with a copy to Agent), Borrower shall pay to
such Lender, such additional amount or amounts as will compensate such Lender
for such increased cost or reduction. Each Lender will promptly notify Borrower
and Agent of any event of which it has knowledge, occurring after the date
hereof, which will entitle such Lender to compensation pursuant to this SECTION
4.3 and, in connection with Eurodollar Loans, will, to the extent possible,
designate a different Eurodollar lending office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not be
otherwise disadvantageous to any material extent to such Lender (as determined
in good faith by such Lender). A certificate of such Lender claiming
compensation under this SECTION 4.3 and setting forth the additional amount or
amounts to be paid to it hereunder shall be conclusive in the absence of
manifest error. If any Lender demands compensation under this SECTION 4.3, then
Borrower may at any time, upon at least three (3) Business Days' prior notice to
Agent either: (a) repay in full the then outstanding principal amount of such
Eurodollar Loan, together with accrued interest thereon to the date of
prepayment; or (b) convert such Eurodollar Loan to a Floating Base Loan in
accordance with the provisions of this Agreement; provided however, that
Borrower shall be liable for any Consequential Loss arising pursuant to such
actions.

         4.4 EFFECT ON EURODOLLAR LOANS AND FLOATING BASE LOANS. If notice has
been given pursuant to SECTIONS 4.1 or 4.2 hereof requiring the then outstanding
Eurodollar Loans of Lenders to be repaid or converted, then unless and until
Lender notifies Borrower and Agent that the circumstances giving rise to such
repayment no longer apply, all Loans shall be Floating Base Loans. If such
Lender notifies Borrower and Agent that the circumstances giving rise to such
repayment no longer apply, Borrower may thereafter select Loans to be Eurodollar
Loans in accordance with the terms hereof.

         4.5 PAYMENTS NOT AT END OF INTEREST PERIOD. If Borrower makes any
payment of principal with respect to any Eurodollar Loan on any day other than
the last day of an Interest Period applicable to such Eurodollar Loan, then
Borrower shall pay to Agent for the account of such Lender after demand by such
Lender (with a copy to Agent) the Consequential Loss incurred by such Lender as
a result of the timing of such payment. A certificate of such Lender setting
forth the basis for the determination of the amount of Consequential Loss shall
be delivered to Borrower, and Agent and shall, in the absence of manifest error,
be conclusive and binding.


                                       27
<PAGE>   34


Any conversion of a Eurodollar Loan to a Floating Base Loan on any day other
than the last day of the Interest Period for such Eurodollar Loan shall be
deemed a payment for purposes of this SECTION 4.5.

         4.6 INDEMNITY. Without prejudice to any other provisions of this
SECTION 4.6, Borrower shall indemnify each Lender against any loss or expense
which such Lender may sustain or incur as a consequence of any default by
Borrower in making any payment when due of any amount due under this Agreement
or in making any scheduled Loan, Rollover, or conversion under this Agreement,
in respect of any Eurodollar Loan, including, but not limited to, any loss of
profit, premium or penalty incurred by such Lender in respect of funds borrowed
by it for the purpose of making, funding or maintaining such Eurodollar Loan, as
determined by such Lender in the exercise of its sole but reasonable discretion.
A certificate as to any such loss or expense shall be promptly submitted by such
Lender to Borrower (with a copy to Agent) and shall, in the absence of manifest
error, be conclusive and binding as to the amount thereof.

SECTION 5         CONDITIONS PRECEDENT.

         The obligation of Lenders to honor the terms and conditions herein is
conditioned upon Agent's receipt of all items set forth on SCHEDULE 5 attached
hereto and made a part hereof. In addition, the obligation of Lenders to fund
any Loan on the applicable Borrowing Date is subject to the conditions that,
after giving effect to the requested Loan: (a) all of the representations and
warranties in the Loan Documents are true and correct in all material respects
as of such Borrowing Date (unless any such representation and warranty: (i)
refers to a specific date; and (ii) is already qualified by a materiality
concept, in which case such representation and warranty must be true and correct
in all respects as of such Borrowing Date); (b) no Material Adverse Effect,
Event of Default, or Potential Default exists; and (c) no limitation in SECTION
2.1 is exceeded. Each Request for Borrowing constitutes Borrower's
representation and warranty that the conditions in CLAUSES (a) through (c) above
are satisfied. Upon Agent's reasonable request, Borrower shall deliver to Agent
evidence substantiating any of the matters in the Loan Documents that are
necessary to enable Borrower to qualify for any Loan. Each condition precedent
in this Agreement (including, without limitation, the delivery of each item set
forth on SCHEDULE 5) is material to the transactions contemplated by this
Agreement, and time is of the essence with respect to each condition precedent.
A form of legal opinion as described in SCHEDULE 5 is attached hereto as EXHIBIT
H.

SECTION 6         REPRESENTATIONS AND WARRANTIES.

         6.1 REPRESENTATIONS AND WARRANTIES OF BORROWER. In order to induce
Agent, on behalf of Lenders, to enter into this Agreement and to make the Loans
and the other financial accommodations to Borrower described herein, Borrower
hereby represents and warrants to each Lender that the following statements are
true, correct and complete:

         6.2 ORGANIZATION; POWERS.

                  (1) Borrower: (i) is a limited partnership duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware; (ii) is duly qualified to do business and is in good standing
         under the laws of each jurisdiction in which failure to be so qualified
         and in good standing will have or is reasonably likely to have a
         Material Adverse Effect; (iii) has all requisite power and authority to
         own and operate its Property and to conduct its business as presently
         conducted and as proposed to be conducted in connection with and
         following the consummation of the transactions contemplated by this
         Agreement; and (iv) is a partnership for federal income tax purposes.



                                       28
<PAGE>   35


                  (2) General Partner: (i) is a corporation duly organized,
         validly existing and in good standing under the laws of the State of
         Delaware; (ii) is duly authorized and qualified to do business and is
         in good standing under the laws of each jurisdiction in which failure
         to be so qualified and in good standing will have or is reasonably
         likely to have a Material Adverse Effect; and (iii) has all requisite
         corporate power and authority to own and operate its Property and to
         conduct its business as presently conducted.

                  (3) True, correct and complete copies of the Organizational
         Documents of Borrower and General Partner have been delivered to Agent,
         each of which is in full force and effect, and has not been modified or
         amended except to the extent set forth therein; and, to the best of
         Borrower's knowledge, there are no defaults under such Organizational
         Documents and no events which, with the passage of time or giving of
         notice or both, would constitute a default under such Organizational
         Documents.

                  (4) Neither Borrower nor any of its Affiliates are "foreign
         persons" within the meaning of Section 1445 of the Internal Revenue
         Code.

         6.3 AUTHORITY.

                  (1) General Partner has the requisite power and authority to
         execute, deliver and perform this Agreement on behalf of Borrower and
         each of the other Loan Documents required to be executed on behalf of
         Borrower as required by this Agreement. General Partner is the Person
         who has executed this Agreement and such other Loan Documents on behalf
         of Borrower and is the sole general partner of Borrower.

                  (2) The execution, delivery and performance of each of the
         Loan Documents that is executed in connection with this Agreement by
         Borrower and to which Borrower is a party and the consummation of the
         transactions contemplated thereby are within Borrower's partnership
         powers, have been duly authorized by all necessary partnership action
         (and, in the case of General Partner acting on behalf of Borrower and
         in its individual capacity in connection therewith, all necessary
         corporate action thereof) and such authorization has not been
         rescinded. No other partnership or corporate action or proceedings on
         the part of Borrower or General Partner are necessary to consummate
         such transactions.

                  (3) Each of the Loan Documents to which Borrower is a party
         has been duly executed and delivered on behalf of Borrower and
         constitutes Borrower's legal, valid and binding obligation, enforceable
         against Borrower in accordance with its terms, is in full force and
         effect and all the terms, provisions, agreements and conditions set
         forth therein and required to be performed or complied with by Borrower
         and the Subsidiaries on or before the Closing Date have been performed
         or complied with, and no Potential Event of Default, Event of Default
         or breach of any covenant by any of Borrower or any Subsidiary exists
         thereunder.

         6.4 SUBSIDIARIES.

                  (1) SCHEDULE 6.4: (i) contains a diagram indicating the
         corporate structure of Borrower, and any other Person in which Borrower
         holds a direct or indirect partnership, joint venture or other equity
         interest indicating the nature of such interest with respect to each
         Person included in such diagram; and (ii) accurately sets forth: (A)
         the correct legal name of such Person, the jurisdiction of its
         incorporation or organization and the jurisdictions in which it is
         qualified to transact business as a foreign corporation,


                                       29
<PAGE>   36


         or otherwise; and (B) the authorized, issued and outstanding shares or
         interests of each class of Securities of Borrower and the Subsidiaries
         and the owners of such shares or interests. None of such issued and
         outstanding Securities is subject to any vesting, redemption, or
         repurchase agreement, and there are no warrants or options outstanding
         with respect to such Securities, except as noted on SCHEDULE 6.4. The
         outstanding Capital Stock of General Partner is duly authorized,
         validly issued, fully paid and nonassessable and the outstanding
         Securities of Borrower and the Subsidiaries are duly authorized and
         validly issued.

                  (2) Except where failure may not have a Material Adverse
         Effect on Borrower, each Subsidiary: (i) is a corporation, limited
         liability company, limited partnership or business trust, as indicated
         on SCHEDULE 6.4, duly organized, validly existing and, if applicable,
         in good standing under the laws of the jurisdiction of its
         organization; (ii) is duly qualified to do business and, if applicable,
         is in good standing under the laws of each jurisdiction in which
         failure to be so qualified and in good standing would limit its ability
         to use the courts of such jurisdiction to enforce Contractual
         Obligations to which it is a party; and (iii) has all requisite power
         and authority to own, operate and encumber its Property and to conduct
         its business as presently conducted and as proposed to be conducted
         hereafter.

         6.5 NO CONFLICT. The execution, delivery and performance of each of the
Loan Documents to which Borrower is a party do not and will not: (a) conflict
with the Organizational Documents of Borrower or any Subsidiary; (b) constitute
a tortious interference with any Contractual Obligation of any Person or
conflict with, result in a breach of or constitute (with or without notice or
lapse of time or both) a default under any Requirement of Law or Contractual
Obligation of Borrower, any Limited Partner, any Subsidiary, or any general or
limited partner of any Subsidiary, or require termination of any such
Contractual Obligation which may subject Agent or any of the other Lenders to
any liability; (c) result in or require the creation or imposition of any Lien
whatsoever upon any of the Property or assets of Borrower, any Limited Partner,
any Subsidiary, or any general partner or limited partner of any Subsidiary; or
(d) require any approval of shareholders of General Partner or any general
partner (or equity holder of any general partner) of any Subsidiary.

         6.6 GOVERNMENTAL CONSENTS. The execution, delivery and performance of
each of the Loan Documents to which Borrower is a party do not and will not
require any registration with, consent or approval of, or notice to, or other
action to, with or by any Governmental Authority, except filings, consents or
notices which have been made, obtained or given.

         6.7 GOVERNMENTAL REGULATION. Neither Borrower nor General Partner is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, or the Investment Company Act of
4940, or any other federal or state statute or regulation which limits its
ability to incur indebtedness or its ability to consummate the transactions
contemplated by this Agreement.

         6.8 FINANCIAL POSITION. Complete and accurate copies of the following
financial statements and materials have been delivered to Agent: (a) annual
audited financial statements of General Partner, Borrower and the Subsidiaries
for the fiscal year ended December 31, 1998; and (b) quarterly financial
statements for General Partner, Borrower and the Subsidiaries for the fiscal
quarter ending December 31, 1998. All financial statements included in such
materials were prepared in all material respects in conformity with GAAP, except
as otherwise noted therein, and fairly present in all material respects the
respective consolidated financial positions, and the consolidated results of
operations and cash flows for each of the periods covered thereby of the General
Partner, Borrower and the Subsidiaries as at the respective dates thereof. None
of General Partner, Borrower, or any Subsidiary has any Contingent Obligation,
contingent liability or liability for any taxes, long-term leases or


                                       30
<PAGE>   37


commitments, not reflected in its audited financial statements delivered to
Agent on or prior to the Closing Date or otherwise disclosed to Agent and the
other Lenders in writing, which will have or is reasonably likely to have a
Material Adverse Effect.

         6.9 INDEBTEDNESS. SCHEDULE 6.9 sets forth, as of the date hereof, all
Indebtedness for borrowed money of each of General Partner, Borrower, and the
Subsidiaries, and identifying with particularity whether each such item of
Indebtedness is Unsecured Indebtedness or Secured Indebtedness; and, except as
set forth therein, there are no defaults in the payment of principal or interest
on any such Indebtedness; no payments thereunder have been deferred or extended
beyond their stated maturity; and there has been no material change in the type
or amount of such Indebtedness since December 31, 1998.

         6.10 LITIGATION; ADVERSE EFFECTS. Except as set forth in SCHEDULE 6.10,
as of the Closing Date, there is no action, suit, proceeding, Claim,
investigation or arbitration before or by any Governmental Authority or private
arbitrator pending or, to the knowledge of Borrower, threatened against
Borrower, any Subsidiary, or any Property of any of them: (a) challenging the
validity or the enforceability of any of the Loan Documents; (b) which will or
is reasonably likely to result in any Material Adverse Effect; or (c) under the
Racketeering Influenced and Corrupt Organizations Act or any similar federal or
state statute where such Person is a defendant in a criminal indictment that
provides for the forfeiture of assets to any Governmental Authority as a
potential criminal penalty. There is no material loss contingency within the
meaning of GAAP which has not been reflected in the consolidated financial
statements of Borrower. Neither Borrower nor any Subsidiary is: (a) in violation
of any applicable Requirements of Law which violation will have or is reasonably
likely to have a Material Adverse Effect; or (b) subject to or in default with
respect to any final judgment, writ, injunction, restraining order or order of
any nature, decree, rule or regulation of any court or Governmental Authority
which will have or is reasonably likely to have a Material Adverse Effect.

         6.11 NO MATERIAL ADVERSE EFFECT. There has occurred no event which has
had or is reasonably likely to have a Material Adverse Effect since the date of
the most recent financial statements delivered to Agent.

         6.12 TAX EXAMINATIONS. The IRS has examined (or is foreclosed from
examining by applicable statutes) the federal income tax returns of any of
Borrower's or the Subsidiaries' predecessors in interest with respect to the
Properties for all tax periods prior to and including the taxable year ending
December 31, 1994 and the appropriate state Governmental Authority in each state
in which Borrower's or the Subsidiaries' predecessors in interest with respect
to the Properties were required to file state income tax returns has examined
(or is foreclosed from examining by applicable statutes) the state income tax
returns of any of such Persons with respect to the Properties for all tax
periods prior to and including the taxable year ending December 31, 1994. All
deficiencies asserted against such Persons as a result of any federal, state,
local or foreign tax examination for each taxable year, in respect of which an
examination has been conducted, have been fully paid or finally settled or are
being contested in good faith, and no issue has been raised in any such
examination which, by application of similar principles, reasonably can be
expected to result in assertion of a material deficiency for any other year not
so examined which has not been reserved for in the financial statements of such
Persons to the extent, if any, required by GAAP. No such Person has taken any
reporting positions for which it does not have a reasonable basis nor
anticipates any further material tax liability with respect to the years which
have not been closed pursuant to applicable law.

         6.13 PAYMENT OF TAXES. All tax returns, reports and similar statements
or filings of each of Borrower and each Subsidiary required to be filed have
been timely filed, and, except for Customary Permitted Liens, all taxes,
assessments, fees and other charges of Governmental Authorities thereupon and
upon or relating


                                       31
<PAGE>   38


to their respective Properties, assets, receipts, sales, use, payroll,
employment, income, licenses and franchises which are shown in such returns or
reports to be due and payable have been paid, except to the extent: (a) such
taxes, assessments, fees and other charges of Governmental Authorities are being
contested in good faith by an appropriate proceeding diligently pursued as
permitted by the terms of SECTION 8.4; and (b) such taxes, assessments, fees and
other charges of Governmental Authorities pertain to Property of Borrower or any
Subsidiary and the non-payment of the amounts thereof would not, individually or
in the aggregate, result in a Material Adverse Effect. All other taxes
(including, without limitation, real estate taxes), assessments, fees and other
governmental charges upon or relating to the respective Properties of Borrower
and the Subsidiaries that are due and payable have been paid, except for
Customary Permitted Liens and except to the extent described in CLAUSES (a) and
(B) above. Borrower has no knowledge of any proposed tax assessment against
Borrower, any Subsidiary, or any of the Properties that will have or is
reasonably likely to have a Material Adverse Effect.

         6.14 PERFORMANCE. Neither Borrower nor any Subsidiary has received any
notice, citation or allegation, nor has actual knowledge, that: (a) it is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in any Contractual Obligation applicable to
it; (b) any of its Properties is in violation of any Requirements of Law; or (c)
any condition exists which, with the giving of notice or the lapse of time or
both, would constitute a default with respect to any such Contractual
Obligation, in each case, except where such default or defaults, if any, will
not have or are not reasonably likely to have a Material Adverse Effect.

         6.15 DISCLOSURE. The representations and warranties of Borrower
contained in the Loan Documents, and all certificates and other documents
delivered to Agent pursuant to terms thereof, do not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements contained herein or therein, in light of the
circumstances under which they were made, not misleading. Borrower has not
intentionally withheld any fact from Agent or the other Lenders in regard to any
matter which will have or is reasonably likely to have a Material Adverse
Effect. Notwithstanding the foregoing, the Lenders acknowledge that Borrower
shall not have liability under this SECTION 6.15 with respect to its projections
of future events; provided, however, that the representations and warranties of
Borrower contained in the Loan Documents, and all certificates and other
documents delivered to Agent pursuant to the terms thereof, unless otherwise
required by the express provisions of the applicable Loan Documents, are not
based upon Borrower's projections of future events.

         6.16 REQUIREMENTS OF LAW. Borrower and each Subsidiary are in
compliance with all Requirements of Law applicable to each of them and their
respective businesses and Properties, in each case where the failure to so
comply individually or in the aggregate will have or is reasonably likely to
have a Material Adverse Effect.

         6.17 ENVIRONMENTAL MATTERS.

                  (1) Except as disclosed on SCHEDULE 6.17:

                           (1) the operations of Borrower, each Subsidiary, and
                  their respective Properties comply with all applicable
                  Environmental, Health or Safety Requirements of Law;

                           (2) Borrower and each Subsidiary have, obtained all
                  material environmental, health and safety Permits necessary
                  for their respective operations, and all such Permits are in
                  good standing and the holder of each such Permit is currently
                  in compliance with all terms and conditions of such Permits;


                                       32
<PAGE>   39


                           (3) none of Borrower, any Subsidiary or any of their
                  respective present or past Property or operations is subject
                  to, or is the subject of, any investigation, judicial or
                  administrative proceeding, order, judgment, decree, dispute,
                  negotiations, agreement or settlement respecting: (A) any
                  Environmental, Health or Safety Requirements of Law; (B) any
                  Remedial Action; (C) any Claims or Liabilities and Costs
                  arising from the Release or threatened Release of Hazardous
                  Material into the environment; or (D) any violation of or
                  liability under any Environmental, Health or Safety
                  Requirement of Law which, with respect to any of the foregoing
                  for which there does not exist an indemnity which meets the
                  requirements set forth in SECTION 8.12(d), (1) individually,
                  constitute Claims or Liabilities and Costs which exceed
                  $50,000, (2) in the aggregate, as of the Closing Date, does
                  not exceed $2,000,000, and (3) taken as a whole, could
                  reasonably be expected to result in a Material Adverse Effect;

                           (4) neither Borrower nor any Subsidiary has filed any
                  notice under any applicable Requirement of Law: (A) reporting
                  a Release of Hazardous Material; (B) indicating past or
                  present treatment, storage or disposal of a hazardous waste,
                  as that term is defined under 40 C.F.R. Part 261 or any state
                  equivalent; or (C) reporting a violation of any applicable
                  Environmental, Health or Safety Requirement of Law;

                           (5) neither Borrower's nor any Subsidiary' present or
                  past Property is listed or proposed for listing on the
                  National Priorities List ("NPL") pursuant to CERCLA or on the
                  Comprehensive Environmental Response Compensation Liability
                  Information System List ("CERCLIS") or any similar state list
                  of sites requiring Remedial Action;

                           (6) neither Borrower nor any Subsidiary has sent or
                  directly arranged for the transport of any waste to any site
                  listed or proposed for listing on the NPL, CERCLIS or any
                  similar state list;

                           (7) to the best of Borrower's knowledge, there is not
                  now, and to Borrower's knowledge there has never been on or in
                  any Real Property owned by any of the Consolidated Businesses:
                  (A) any treatment, recycling, storage or disposal of any
                  hazardous waste, as that term is defined under 40 C.F.R. Part
                  261; (B) any landfill, waste pile, or surface impoundment; (C)
                  any underground storage tanks the presence or use of which is
                  or, to Borrower's knowledge, has been in violation of
                  applicable Environmental, Health or Safety Requirements of Law
                  that could reasonably be expected to result in a Material
                  Adverse Effect; (D) any asbestos-containing material which
                  such Person has any reason to believe could subject such
                  Person or its Property to Liabilities and Costs arising out of
                  or relating to environmental, health or safety matters that
                  could reasonably be expected to result in a Material Adverse
                  Effect; or (E) any polychlorinated biphenyls (PCB) used in
                  hydraulic oils, electrical transformers or other Equipment
                  which such Person has any reason to believe could subject such
                  Person or its Property to Liabilities and Costs arising out of
                  or relating to environmental, health or safety matters that
                  would result in a Material Adverse Effect;

                           (8) neither Borrower nor any Subsidiary has received
                  any notice or Claim to the effect that any of such Persons is
                  or may be liable to any Person as a result of the Release or
                  threatened Release of Hazardous Material into the environment;


                                       33
<PAGE>   40

                           (9) neither Borrower nor any Subsidiary has any
                  contingent liability in connection with any Release or
                  threatened Release of any Hazardous Materials into the
                  environment that could result in a Material Adverse Effect;

                           (10) no Environmental Lien has attached to any
                  Property of Borrower or any Subsidiary;

                           (11) no Property of Borrower or any Subsidiary is
                  subject to any Environmental Property Transfer Act, or to the
                  extent such acts are applicable to any such Property, Borrower
                  and/or such Subsidiary whose Property is subject thereto has
                  fully complied with the requirements of such acts; and

                           (12) neither Borrower nor any Subsidiary owns or
                  operates, or, to Borrower's knowledge has ever owned or
                  operated, any underground storage tank, the presence or use of
                  which is or has been in violation of applicable Environmental,
                  Health or Safety Requirements of Law, at any Real Property.

                  (2) Borrower and each Subsidiary are conducting and will
         continue to conduct their respective businesses and operations and
         maintain each Real Property in compliance with Environmental, Health or
         Safety Requirements of Law and no such Person has been, and no such
         Person has any reason to believe that it or any Property will be,
         subject to Liabilities and Costs arising out of or relating to
         environmental, health or safety matters that would result in a Material
         Adverse Effect.

         6.18 ERISA. Neither Borrower nor any ERISA Affiliate maintains or
contributes to any Plan or Multiemployer Plan other than those listed on
SCHEDULE 6.18 hereto. Each such Plan which is intended to be qualified under
Section 401(a) of the Internal Revenue Code as currently in effect has been
determined by the IRS to be so qualified, and each trust related to any such
Plan has been determined to be exempt from federal income tax under Section
501(a) of the Internal Revenue Code as currently in effect. Except as disclosed
in SCHEDULE 6.18, neither Borrower nor any Subsidiary maintains or contributes
to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA
which provides benefits to employees after termination of employment other than
as required by Section 601 of ERISA. Borrower and each Subsidiary are in
compliance in all material respects with the responsibilities, obligations and
duties imposed on each of them by ERISA, the Internal Revenue Code and
regulations promulgated thereunder with respect to all Plans. No Plan has
incurred any accumulated funding deficiency (as defined in Sections 302(a) (2)
of ERISA and 412(a) of the Internal Revenue Code) whether or not waived. None of
Borrower, any ERISA Affiliate, or any fiduciary of any Plan that is not a
Multiemployer Plan: (a) has engaged in a nonexempt prohibited transaction
described in Sections 406 of ERISA or 4975 of the Internal Revenue Code; or (b)
has taken or failed to take any action which would constitute or result in a
Termination Event. Neither Borrower nor any ERISA Affiliate is subject to any
liability under Sections 4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither
Borrower nor any ERISA Affiliate has incurred any liability to the PBGC which
remains outstanding other than the payment of premiums, and there are no premium
payments which have become due which are unpaid. Schedule B to the most recent
annual report filed with the IRS with respect to each Plan and furnished to
Agent is complete and accurate in all material respects. Since the date of each
such Schedule B, there has been no material adverse change in the funding status
or financial condition of the Plan relating to such Schedule B. Neither Borrower
nor any ERISA Affiliate has: (a) failed to make a required contribution or
payment to a Multiemployer Plan; or (b) made a complete or partial withdrawal
under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. Neither Borrower
nor any ERISA Affiliate has failed to make a required installment or any other
required payment under Section 412 of


                                       34
<PAGE>   41


the Internal Revenue Code on or before the due date for such installment or
other payment. Neither Borrower nor any ERISA Affiliate is required to provide
security to a Plan under Section 401(a) (29) of the Internal Revenue Code due to
a Plan amendment that results in an increase in current liability for the plan
year. Except as disclosed on SCHEDULE 6.18, neither Borrower nor any Subsidiary
has, by reason of the transactions contemplated hereby, any obligation to make
any payment to any employee pursuant to any Plan or existing contract or
arrangement.

         6.19 SECURITIES ACTIVITIES. Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying Margin Stock.

         6.20 SOLVENCY. After giving effect to any Loans to be made on the
Closing Date or such other date as Loans requested hereunder are made, and the
disbursement of the proceeds of such Loans pursuant to Borrower's instructions,
Borrower is Solvent.

         6.21 INSURANCE. SCHEDULE 6.21 accurately sets forth as of the Closing
Date all insurance policies maintained by Borrower and the Subsidiaries and
programs currently in effect with respect to the respective Property and assets
and business of Borrower and the Subsidiaries, specifying for each such policy
and program: (a) the amount thereof; (b) the risks insured against thereby; (c)
the name of the insurer and each insured party thereunder; (d) the policy or
other identification number thereof; and (e) the expiration date thereof.
Borrower has delivered to Agent copies of all insurance policies set forth on
SCHEDULE 6.21. Such insurance policies and programs are currently in full force
and effect, in compliance with the requirements of SECTION 8.5 hereof and,
together with payment by the insured of scheduled deductible payments, are in
amounts sufficient to cover the replacement value of the respective Property and
assets of Borrower and/or the Subsidiaries.

         6.22 REIT STATUS. USRPI qualifies as a REIT under the Internal Revenue
Code.

         6.23 OWNERSHIP OF PROPERTY. Ownership of substantially all Property of
the Consolidated Businesses is held by Borrower and the Subsidiaries.

         6.24 SENIOR INDEBTEDNESS. The obligations of Borrower and Guarantors
under this Agreement and the other Loan Documents rank pari passu in right of
payment with all other senior unsecured Indebtedness (actual or contingent) of
Borrower and the Guarantors, including, without limitation, all senior unsecured
Indebtedness of Borrower and Guarantors under the Other Credit Facilities and
the Indebtedness listed on SCHEDULE 6.9.

SECTION 7         REPORTING COVENANTS.

         Borrower covenants and agrees that so long as any Commitments are
outstanding and thereafter until payment in full of all of the Obligations
(other than indemnities pursuant to SECTION 12.1 not yet due), unless the
Requisite Lenders shall otherwise give prior written consent thereto:

         7.1 BORROWER ACCOUNTING PRACTICES. Borrower shall maintain, and cause
each Subsidiary to maintain, a system of accounting established and administered
in accordance with sound business practices to permit preparation of
consolidated and consolidating financial statements in conformity with GAAP, and
each of the financial statements and reports described below shall be prepared
from such system and records and in form satisfactory to the Requisite Lenders.


                                       35
<PAGE>   42


         7.2 FINANCIAL REPORTS. Borrower shall deliver or cause to be delivered
to Agent and the other Lenders:

                  (1) QUARTERLY REPORTS.

                           (1) BORROWER QUARTERLY FINANCIAL REPORTS. As soon as
                  practicable, and in any event within forty-five (45) days
                  after the end of each fiscal quarter in each Fiscal Year
                  (other than the last fiscal quarter in each Fiscal Year), a
                  consolidated balance sheet of Borrower and the related
                  consolidated statements of income and cash flow of Borrower
                  (to be prepared and delivered quarterly in conjunction with
                  the other reports delivered hereunder at the end of each
                  fiscal quarter) for each such fiscal quarter, in each case in
                  form and substance satisfactory to Agent and, in comparative
                  form, the corresponding figures for the corresponding periods
                  of the previous Fiscal Year, certified by an Authorized
                  Financial Officer of General Partner as fairly presenting the
                  consolidated financial position of Borrower as of the dates
                  indicated and the results of their operations and cash flow
                  for the months indicated in accordance with GAAP, subject to
                  normal quarterly adjustments.

                           (2) QUARTERLY COMPLIANCE CERTIFICATES. Together with
                  each delivery of any quarterly report pursuant to CLAUSE (a)
                  (i) of this SECTION 7.2, Borrower shall deliver Officer's
                  Certificates of Borrower in the form attached hereto as
                  EXHIBIT D, signed by Borrower's respective Authorized
                  Financial Officers representing and certifying: (A) that the
                  Authorized Financial Officer signatory thereto has reviewed
                  the terms of the Loan Documents, and has made, or caused to be
                  made under his/her supervision, a review in reasonable detail
                  of the transactions and consolidated financial condition of
                  Borrower and the Subsidiaries, during the fiscal quarter
                  covered by such reports, that such review has not disclosed
                  the existence during or at the end of such fiscal quarter, and
                  that such officer does not have knowledge of the existence as
                  of the date of such Officer's Certificate, of any condition or
                  event which constitutes an Event of Default or Potential Event
                  of Default or mandatory prepayment event, or, if any such
                  condition or event existed or exists, and specifying the
                  nature and period of existence thereof and what action
                  Borrower or any Subsidiary has taken, is taking and proposes
                  to take with respect thereto; (B) the calculations (with such
                  specificity as Agent may reasonably request) for the period
                  then ended which demonstrate compliance with the covenants and
                  financial ratios set forth in SECTIONS 8 and 9 and, when
                  applicable, that no Event of Default described in SECTION 10.1
                  exists; (C) a schedule of Borrower's outstanding Indebtedness,
                  including the amount, maturity, interest rate and amortization
                  requirements, as well as such other information regarding such
                  Indebtedness as may be reasonably requested by Agent; (D) a
                  schedule of Combined EBITDA; (E) calculations, in the form of
                  EXHIBIT E attached hereto, evidencing compliance with each of
                  the financial covenants set forth in SECTION 9 hereof; (F) a
                  schedule of the estimated taxable income of Borrower for such
                  fiscal quarter; (G) a schedule of all tenant bankruptcies
                  filed or continuing and an aging of account receivables for
                  such fiscal year; and (H) a rent roll, tenant sales report and
                  income statement (if such sales report and income statement
                  are available to Borrower) with respect to any Real Property
                  owned in whole or in part by any of the Consolidated
                  Businesses.


                                       36
<PAGE>   43

                  (2) ANNUAL REPORTS.

                           (1) BORROWER FINANCIAL STATEMENTS. As soon as
                  practicable, and in any event within ninety (90) days after
                  the end of each Fiscal Year: (A) the Financial Statements of
                  Borrower and the Subsidiaries as at the end of such Fiscal
                  Year; (B) a report with respect thereto of Deloitte & Touche
                  L.L.P. or other nationally recognized independent certified
                  public accountants acceptable to Agent, which report shall be
                  unqualified and shall state that such financial statements
                  fairly present the consolidated and consolidating financial
                  position of Borrower and the Subsidiaries as at the dates
                  indicated and the results of their operations and cash flow
                  for the periods indicated in conformity with GAAP applied on a
                  basis consistent with prior years (except for changes with
                  which Deloitte & Touche L.L.P. or any such other nationally
                  recognized independent certified public accountants, if
                  applicable, shall concur and which shall have been disclosed
                  in the notes to the financial statements); and (C) in the
                  event that the report referred to in CLAUSE (ii) above is
                  qualified, a copy of the management letter or any similar
                  report delivered to Borrower or to any officer or employee
                  thereof by such independent certified public accountants in
                  connection with such financial statements (which letter or
                  report shall be subject to the confidentiality limitations set
                  forth herein and shall set forth such independent certified
                  public accountants' knowledge of events which would give rise
                  hereunder to mandatory prepayment, Events of Default and
                  Potential Events of Default, if any). Agent and each Lender
                  may, with the consent of Borrower (which consent shall not be
                  unreasonably withheld), communicate directly with such
                  accountants, with any such communication to occur together
                  with a representative of Borrower, at the expense of Agent (or
                  the Lender requesting such communication), upon reasonable
                  notice and at reasonable times during normal business hours.

                           (2) ANNUAL COMPLIANCE CERTIFICATES. Together with
                  each delivery of any annual report pursuant to CLAUSES (i) and
                  (ii) of this SECTION 7.2(b), Borrower shall deliver Officer's
                  Certificates of Borrower in the form attached hereto as
                  EXHIBIT D, signed by Borrower's respective Authorized
                  Financial Officers, representing and certifying: (A) that the
                  officer signatory thereto has reviewed the terms of the Loan
                  Documents, and has made, or caused to be made under his/her
                  supervision, a review in reasonable detail of the transactions
                  and consolidated and consolidating financial condition of
                  Borrower and the Subsidiaries, during the accounting period
                  covered by such reports, that such review has not disclosed
                  the existence during or at the end of such accounting period,
                  and that such officer does not have knowledge of the existence
                  as at the date of such Officer's Certificate, or any condition
                  or event which constitutes an Event of Default or Potential
                  Event of Default or mandatory prepayment event, or, it any
                  such condition or event existed or exists, and specifying the
                  nature and period of existence thereof and what action
                  Borrower or any Subsidiary has taken, is taking and proposes
                  to take with respect thereto; (B) the calculations (with such
                  specificity as Agent may reasonable request) for the period
                  then ended which demonstrate compliance with the covenants and
                  financial ratios set forth in SECTIONS 8 and 9 and, when
                  applicable, that of Event of Default described in SECTION 10.1
                  exists; (C) a schedule of Borrower's outstanding Indebtedness
                  including the amount, maturity, interest rate and amortization
                  requirements, as well as such other information regarding such
                  Indebtedness as may be reasonably requested by Agent; (D) a
                  schedule of Combined EBITDA; (E) calculations, in the form of
                  EXHIBIT E attached hereto, evidencing compliance with each of
                  the financial covenants set forth in SECTION 9 hereof; (F) a
                  schedule of the estimated taxable income of Borrower for such
                  fiscal year; (G) a schedule of all Capital Expenditures for
                  such fiscal year together with a budget of planned Capital
                  Expenditures for the fiscal year immediately following such
                  fiscal year; and (H) a rent roll,


                                       37
<PAGE>   44

                  tenant sales report and income statement with respect to any
                  Real Property owned in whole or in part by any of the
                  Consolidated Businesses.

                           (3) TENANT BANKRUPTCY REPORTS. As soon as
                  practicable, and in any event within ninety (90) days after
                  the end of each Fiscal Year, Borrower shall deliver a written
                  report, in form reasonably satisfactory to Agent, of all
                  bankruptcy proceedings filed by or against any tenant of any
                  of the Real Properties, the base rent payments of which tenant
                  account for more than 2% of Borrower's share of consolidated
                  minimum rent in the Real Properties in the aggregate. Borrower
                  shall deliver to Agent and the other Lenders, immediately upon
                  Borrower's learning thereof, of any bankruptcy proceedings
                  filed by or against, or the cessation of business or
                  operations of, any tenant of any of the Real Properties, the
                  base rent payments of which tenant account for more than 2% of
                  Borrower's share of consolidated minimum rent in the Real
                  Properties in the aggregate.

                           (4) ANNUAL OPERATING BUDGET. As soon as available and
                  in any event on or prior to December 15 of each fiscal year,
                  an Annual Operating Budget of Borrower for the following
                  fiscal year, in such detail and form as Agent may reasonably
                  request.

         7.3 EVENTS OF DEFAULT. Promptly upon Borrower obtaining knowledge: (a)
of any condition or event which constitutes an Event of Default or Potential
Event of Default, or becoming aware that any Lender or Agent has given any
notice with respect to a claimed Event of Default or Potential Event of Default
under this Agreement; (b) that any Person has given any notice to Borrower or
any Subsidiary or taken any other action with respect to a claimed default or
event or condition of the type referred to in SECTION 10.1(e); or (c) or of any
condition or event which has or is reasonably likely to have a Material Adverse
Effect, Borrower shall deliver to Agent and the other Lenders an Officer's
Certificate specifying: (i) the nature and period of existence of any such
claimed default, Event of Default, Potential Event of Default, condition or
event; (ii) the notice given or action taken by such Person in connection
therewith; and (iii) what action Borrower has taken, is taking and proposes to
take with respect thereto.

         7.4 LAWSUITS. (a) Promptly upon Borrower's obtaining knowledge of the
institution of, or written threat of, any action, suit, proceeding, governmental
investigation or arbitration against or affecting Borrower or any Subsidiary not
previously disclosed pursuant to SECTION 6.10, which action, suit, proceeding,
governmental investigation or arbitration exposes, or in the case of multiple
actions, suits, proceedings, governmental investigations or arbitrations arising
out of the same general allegations or circumstances which expose, in Borrower's
reasonable judgment, Borrower or any Subsidiary to liability in an amount
aggregating $250,000 or more and is not covered by Borrower's insurance,
Borrower shall give written notice thereof to Agent and the other Lenders and
provide such other information as may be reasonably available to enable each
Lender and Agent and its counsel to evaluate such matters; (b) as soon as
practicable and in any event within thirty (30) days after the end of each
fiscal quarter of Borrower, Borrower shall provide a written quarterly report to
Agent and the other Lenders covering the institution of, or written threat of,
any action, suit, proceeding, governmental investigation or arbitration (not
previously reported) against or affecting Borrower or any Subsidiary or any
Property of Borrower or any Subsidiary not previously disclosed by Borrower to
Agent and the other Lenders, and shall provide such other information at such
time as may be reasonably available to enable each Lender and Agent and its
counsel to evaluate such matters; and (c) in addition to the requirements set
forth in CLAUSES (a) and (b) of this SECTION 7.4, Borrower shall, upon request
of Agent or any Lender, promptly give written notice of the status of any
action, suit, proceeding, governmental investigation or arbitration covered by a
report delivered pursuant to


                                       38
<PAGE>   45


CLAUSE (a) or (b) above and provide such other information as may be reasonably
available to it to enable each Lender and Agent and its counsel to evaluate such
matters.

         7.5 INSURANCE. As soon as practicable and in any event by January 1 of
each calendar year, Borrower shall deliver to Agent and the other Lenders: (a) a
report in form and substance reasonably satisfactory to Agent and the other
Lenders outlining all insurance coverage maintained as of the date of such
report by Borrower and the Subsidiaries and the duration of such coverage; and
(b) evidence that all premiums with respect to such coverage have been paid when
due.

         7.6 ERISA NOTICES. Borrower shall deliver or cause to be delivered to
Agent and the other Lenders, at Borrower's expense, the following information
and notices as soon as reasonably possible, and in any event:

                  (1) within fifteen (15) Business Days after Borrower or any
         ERISA Affiliate knows or has reason to know that a Termination Event
         has occurred, a written statement of the chief financial officer of
         Borrower describing such Termination Event and the action, if any,
         which Borrower or any ERISA Affiliate has taken, is taking or proposes
         to take with respect thereto, and when known, any action taken or
         threatened by the IRS, DOL or PBGC with respect thereto;

                  (2) within fifteen (15) Business Days after Borrower knows or
         has reason to know that a prohibited transaction (defined in Sections
         406 of ERISA and Section 4975 of the Internal Revenue Code) has
         occurred, a statement of the chief financial officer of Borrower
         describing such transaction and the action which Borrower or any ERISA
         Affiliate has taken, is taking or proposes to take with respect
         thereto;

                  (3) within fifteen (15) Business Days after the filing of the
         same with the DOL, IRS or PBGC, copies of each annual report (form 5500
         series), including Schedule B thereto, filed with respect to each Plan;

                  (4) within fifteen (15) Business Days after receipt by
         Borrower or any ERISA Affiliate of each actuarial report for any Plan
         or Multiemployer Plan and each annual report for any Multiemployer
         Plan, copies of each such report;

                  (5) within fifteen (15) Business Days after the filing of the
         same with the IRS, a copy of each funding waiver request filed with
         respect to any Plan and all communications received by Borrower or any
         ERISA Affiliate with respect to such request;

                  (6) within fifteen (15) Business Days after the occurrence any
         material increase in the benefits of any existing Plan or Multiemployer
         Plan or the establishment of any new Plan or the commencement of
         contributions to any Plan or Multiemployer Plan to which Borrower or
         any ERISA Affiliate to which Borrower or any ERISA Affiliate was not
         previously contributing, notification of such increase, establishment
         or commencement;

                  (7) within fifteen (15) Business Days after Borrower or any
         ERISA Affiliate receives notice of the PBGC's intention to terminate a
         Plan or to have a trustee appointed to administer a Plan, copies of
         each such notice;


                                       39
<PAGE>   46


                  (8) within fifteen (15) Business Days after Borrower or any
         Subsidiary receives notice of any unfavorable determination letter from
         the IRS regarding the qualification of a Plan under Section 401(a) of
         the Internal Revenue Code, copies of each such letter;

                  (9) within fifteen (15) Business Days after Borrower or any
         ERISA Affiliate receives notice from a Multiemployer Plan regarding the
         imposition of withdrawal liability, copies of each such notice;

                  (10) within fifteen (15) Business Days after Borrower or any
         ERISA Affiliate fails to make a required installment or any other
         required payment under Section 412 of the Internal Revenue Code on or
         before the due date for such installment or payment, a notification of
         such failure; and

                  (11) within fifteen (15) Business Days after Borrower or any
         ERISA Affiliate knows or has reason to know: (i) a Multiemployer Plan
         has been terminated; (ii) the administrator or plan sponsor of a
         Multiemployer Plan intends to terminate a Multiemployer Plan; or (iii)
         the PBGC has instituted or will institute proceedings under Section
         4042 of ERISA to terminate a Multiemployer Plan, notification of such
         termination, intention to terminate, or institution of proceedings.

         For purposes of this SECTION 7.6, Borrower and any ERISA Affiliate
         shall be deemed to know all facts known by the "Administrator" of any
         Plan or Multiemployer Plan of which Borrower or any ERISA Affiliate is
         the plan sponsor.

         7.7 ENVIRONMENTAL NOTICES. Borrower shall notify Agent and the other
Lenders in writing, promptly upon any representative of Borrower or other
employee of Borrower responsible for the environmental matters at any Property
of Borrower learning thereof, of any of the following (together with any
material documents and correspondence received or sent in connection therewith):

                  (1) notice or claim to the effect that Borrower or any
         Subsidiary is or may be liable to any Person as a result of the Release
         or threatened Release of any Hazardous Material into the environment,
         if such liability would result in a Material Adverse Effect;

                  (2) notice that Borrower or any Subsidiary is subject to
         investigation by any Governmental Authority evaluating whether any
         Remedial Action is needed to respond to the Release or threatened
         Release of any Hazardous Material into the environment;

                  (3) notice that any Property of Borrower or any Subsidiary is
         subject to an Environmental Lien if the claim to which such
         Environmental Lien relates would result in a Material Adverse Effect;

                  (4) notice of violation by Borrower or any Subsidiary of any
         Environmental, Health or Safety Requirement of Law;

                  (5) any condition which might reasonably result in a violation
         by Borrower or any Subsidiary of any Environmental, Health or Safety
         Requirement of Law, which violation would result in a Material Adverse
         Effect;

                  (6) commencement or threat of any judicial or administrative
         proceeding alleging a violation by Borrower or any Subsidiary of any
         Environmental, Health or Safety Requirement of Law, which would result
         in a Material Adverse Effect;


                                       40
<PAGE>   47


                  (7) new or proposed changes to any existing Environmental,
         Health or Safety Requirement of Law that could result in a Material
         Adverse Effect; or

                  (8) any proposed acquisition of stock, assets, real estate, or
         leasing of Property, or any other action by Borrower or any Subsidiary
         that could subject Borrower or any Subsidiary to environmental, health
         or safety Liabilities and Costs which could result in a Material
         Adverse Effect.

         7.8 LABOR MATTERS. Borrower shall notify Agent and the other Lenders in
writing, promptly upon Borrower's learning thereof, of any labor dispute to
which Borrower or any Subsidiary may become a party (including, without
limitation, any strikes, lockouts or other disputes relating to any Property of
such Persons' and other facilities) which could result in a Material Adverse
Effect.

         7.9 NOTICES OF ASSET SALES AND/OR ACQUISITIONS. Borrower shall deliver
to Agent and the other Lenders written notice of each of the following upon the
occurrence thereof: (a) a sale, transfer or other disposition of assets, in a
single transaction or series of related transactions, for consideration in
excess of $25,000,000; (b) an acquisition of assets, in a single transaction or
series of related transactions, for consideration in excess of $25,000,000; and
(c) the grant of a Lien with respect to assets, in a single transaction or
series of related transactions, in connection with Indebtedness aggregating an
amount in excess of $25,000,000.

         7.10 TENANT NOTIFICATIONS. Borrower shall promptly notify Agent upon
obtaining knowledge of the bankruptcy or cessation of operations of any tenant
to which greater than 2% of Borrower's share of consolidated minimum rent is
attributable.

         7.11 NOTIFICATION OF CHANGES TO OTHER CREDIT FACILITIES. Borrower shall
deliver or cause to be delivered to Agent written notice of any amendment,
modification or adjustment of any material terms (other than those related to
pricing and fees) of any Other Credit Facilities or the execution and delivery
of any additional guaranties thereunder by any Subsidiary (such notice to
include the substantive terms of any changes).

         7.12 SUPPLEMENTS TO SCHEDULES. Promptly after any of the information or
disclosures provided on any of the Schedules delivered pursuant to this
Agreement becomes outdated or incorrect or requires supplementation in any
material respect, Borrower shall deliver any revised or updated Schedule(s) as
may be necessary or appropriate to update or correct such information or
disclosures; provided that, in the case of SCHEDULES 6.10 and 6.17, the
information on such supplemental Schedule(s) shall not be deemed accepted for
purposes of this Agreement and shall not become part of this Agreement unless
approved by the Required Lenders.

         7.13 OTHER REPORTS. Borrower shall deliver or cause to be delivered to
Agent and the other Lenders copies of all financial statements, reports, notices
and other materials, if any, sent or made available generally by Borrower to its
respective Securities holders or filed with the Commission, all press releases
made available generally by Borrower or any Subsidiary to the public concerning
material developments in the business of Borrower or any such Subsidiary and all
notifications received by Borrower or any Subsidiary pursuant to the Securities
Exchange Act and the rules promulgated thereunder.

         7.14 OTHER INFORMATION. Promptly upon receiving a request therefor from
Agent, Borrower shall prepare and deliver to Agent and the other Lenders such
other information with respect to either Borrower or any


                                       41
<PAGE>   48


Subsidiary, including, without limitation, information and documentation
evidencing the compliance by Borrower with the covenants set forth in SECTION 8
and SECTION 9 hereof, as from time to time may be reasonably requested by Agent.

SECTION 8         AFFIRMATIVE COVENANTS.

         Borrower covenants and agrees that so long as any Commitments are
outstanding and thereafter until payment in full of all of the Obligations
(other than indemnities pursuant to SECTION 12.1 not yet due), unless the
Requisite Lenders (except in the case of SECTION 8.12, the Supermajority
Lenders) shall otherwise give prior written consent:

         8.1 EXISTENCE. ETC. Borrower shall, and shall cause each Subsidiary to,
at all times maintain its corporate existence or existence as a limited
partnership, limited liability company, corporation, business trust or joint
venture, as applicable, and preserve and keep, or cause to be preserved and
kept, in full force and effect its rights and franchises material to its
businesses, except where the loss or termination of such rights and franchises
is not likely to have a Material Adverse Effect.

         8.2 POWERS; CONDUCT OF BUSINESS. Borrower shall remain qualified, and
shall cause each Subsidiary to qualify and remain qualified, to do business and
maintain its good standing in each jurisdiction in which the nature of its
business and the ownership of its Property requires it to be so qualified and in
good standing.

         8.3 COMPLIANCE WITH LAWS, ETC. Borrower shall, and shall cause each
Subsidiary to: (a) comply with all Requirements of Law and all restrictive
covenants affecting such Person or the business, Property, assets or operations
of such Person; and (b) obtain and maintain as needed all Permits necessary for
its operations (including, without limitation, the operation of the Real
Properties) and maintain such Permits in good standing except where
noncompliance with either CLAUSE (a) or above is not reasonably likely to have a
Material Adverse Effect; provided, however, that Borrower shall, and shall cause
each Subsidiary to, comply with all Environmental, Health or Safety Requirements
of Law affecting such Person or the business, Property, assets or operations of
such Person.

         8.4 PAYMENT OF TAXES AND CLAIMS. Borrower shall pay, and cause each
Subsidiary to pay: (a) all taxes, assessments and other governmental charges
imposed upon it or on any of its Property or assets or in respect of any of its
franchises, licenses, receipts, sales, use, payroll, employment, business,
income or Property before any penalty or interest accrues thereon; and (b) all
Claims (including, without limitation, claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
may become a Lien (other than a Lien permitted by SECTION 9.3 or a Customary
Permitted Lien) for property taxes and assessments not yet due upon any of
Borrower's or any Subsidiary's Property or assets, prior to the time when any
penalty or fine shall be incurred with respect thereto; provided, however, that
no such taxes, assessments, fees and governmental charges referred to in CLAUSE
(a) above or Claims referred to in CLAUSE (b) above need be paid if being
consented in good faith by appropriate proceedings diligently instituted and
conducted and if such reserve or other appropriate provision, if any, as shall
be required in conformity with GAAP shall have been made therefor.

         8.5 INSURANCE. Borrower shall maintain for itself and the Subsidiaries,
or shall cause each Subsidiary to maintain in full force and effect the
insurance policies and programs listed on SCHEDULE 6.21 or substantially similar
policies and programs or other policies and programs as are reasonably
acceptable to Agent and


                                       42
<PAGE>   49


the Requisite Lenders. All such policies and programs shall be maintained with
insurers reasonably acceptable to Agent and the Requisite Lenders.

         8.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Borrower
shall permit, and cause each Subsidiary to permit, any authorized
representative(s) designated by either Agent or other Lender to visit and
inspect any of the Real Properties, to examine, audit, check and make copies of
their respective financial and accounting records, books, journals, orders,
receipts and any correspondence and other data relating to their respective
businesses or the transactions contemplated hereby (including, without
limitation, in connection with environmental compliance, hazard or liability),
and to discuss their affairs, finances and accounts with their officers and
independent certified public accountants, all with a representative of Borrower
present, upon reasonable notice and at such reasonable times during normal
business hours, as often as may be reasonably requested. Each such visitation
and inspection shall be at such visitor's expense. Borrower shall keep and
maintain, and cause the Subsidiaries to keep and maintain, in all material
respects on its proper books of record and account in which entries in
conformity with GAAP shall be made of all dealings and transactions in relation
to their respective businesses and activities.

         8.7 ERISA COMPLIANCE. Borrower shall, and shall cause each Subsidiary
and ERISA Affiliate to, establish, maintain and operate all Plans to comply in
all material respects with the provisions of ERISA, the Internal Revenue Code,
all other applicable laws, and the regulations and interpretations thereunder
and the respective requirements of the governing documents for such Plans.

         8.8 MAINTENANCE OF PROPERTY. Borrower shall, and shall cause each
Subsidiary to, maintain or cause to be maintained in all material respects all
of their respective owned and leased Property in good, safe and insurable
condition and repair and in a businesslike manner, and not permit, commit or
suffer any waste or abandonment of any such Property and from time to time shall
make or cause to be made all material repairs, renewal and replacements thereof,
including, without limitation, any capital improvements which may be required to
maintain the same in a businesslike manner; provided, however, that such
Property may be altered or renovated in the ordinary course of business of
Borrower or such applicable Subsidiary. Without any limitation on the foregoing,
Borrower shall maintain the Real Property in a manner such that each Real
Property can be used in the manner and substantially for the purposes such Real
Property is used on the Closing Date, including, without limitation, maintaining
all utilities, access rights, zoning and necessary Permits for such Real
Property.

         8.9 COMPANY STATUS. USRPI shall at all times: (a) remain a publicly
traded company listed on the New York Stock Exchange or other national stock
exchange; (b) maintain its status as a REIT under the Internal Revenue Code; and
(c) retain direct or indirect management and control of Borrower.

         8.10 OWNERSHIP OF PROPERTY. The ownership of substantially all Property
of the Consolidated Businesses shall be held by Borrower and the Subsidiaries.

         8.11 CHANGES TO OTHER CREDIT FACILITIES. In the event Borrower amends,
modifies or otherwise adjusts any material terms (other than those relating to
pricing and fees) of any Other Credit Facilities having a maturity that extends
beyond one calendar year, then upon the request of the Requisite Lenders,
Borrower shall be obligated to make the same or comparable amendment,
modification or adjustment to the terms hereof and/or the other Loan Documents,
as applicable.

         8.12 GAS STATION SUBSIDIARIES. Borrower shall not, and shall not permit
any Affiliate to, invest in any gas station Property except through a Gas
Station Subsidiary. In addition, Borrower shall not permit any Gas


                                       43
<PAGE>   50


Station Subsidiary to purchase any Property which includes a gas station unless
the following conditions shall have been satisfied:

                  (1) the Gas Station Subsidiary shall not hold title to any
         storage tanks, and the owners thereof shall comply with all applicable
         requirements of federal and state laws and regulations, whether or not
         such tanks may have been installed prior to 1988, including with
         respect to financial assurances requirements;

                  (2) the owner of any such tank shall insure: (i) that the
         tanks and related lines shall be corrosion resistant or protected from
         corrosion; (ii) that the tanks have overfill/overspill protection;
         (iii) that the tanks have continuous leak protection; (iv) that
         inventory controls are in place; and (v) that the tanks comply with all
         current federal and state laws;

                  (3) the owner of any such tank must demonstrate that either:
         (i) it has an Investment Grade Credit Rating; (ii) it has purchased an
         environmental liability insurance policy with respect to the applicable
         tanks in an amount of not less than $1,000,000 per property, or (iii)
         either the tanks or property, as applicable, is eligible (and the owner
         has taken all required actions to receive benefits) under a state
         remediation fund approved by the EPA for the purpose of providing
         financial assurance required under Environmental Laws, all as evidenced
         by an opinion of counsel from the owner of such tank;

                  (4) a Phase I or Phase II environmental report shall have been
         obtained, which report shall not indicate that there shall have been a
         Release at the Property, or, if a Release shall have occurred, such
         report shall include either: (i) a statement that the Release does not
         exceed state action levels and that no remediation is required; or (ii)
         a letter from the applicable governmental agency indicating that all
         required clean-up has been completed, or if such clean-up has not been
         completed, that: (A) a Person having either: (1) an Investment Grade
         Credit Rating; or (2) provided proof of liability insurance coverage
         for such obligation with a policy limit of not less than $1,000,000,
         has acknowledged responsibility and that a clean-up plan which complies
         with Environmental Laws has been approved by Borrower, or such Person
         is required to submit such a plan for Borrower's approval within 120
         days after acquisition of the Property; (B) Borrower either: (1) shall
         have reserved or required a third party to escrow adequate funds; or
         (2) has adequate insurance coverage, to complete such clean-up in
         accordance with Environmental Laws; or (C) the Release is eligible for
         a remediation reimbursement program approved by the EPA for the purpose
         of providing financial assurance required under Environmental Laws, all
         as evidenced by an opinion of counsel from the seller of the Property;
         and

                  (5) the Gas Station Subsidiary shall have entered into a lease
         with respect to the applicable Property with an operator, the
         environmental provisions of which lease shall be in substantially the
         form attached hereto as EXHIBIT F and made a part hereof.

SECTION 9         NEGATIVE COVENANTS.

         Borrower covenants and agrees that it shall comply with the following
covenants so long as any Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than indemnities pursuant to
SECTION 12.1 not yet due), unless the Requisite Lenders shall otherwise give
prior written consent:

         9.1 INDEBTEDNESS. Except as set forth on SCHEDULE 6.9, neither Borrower
nor any Subsidiary shall directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect


                                       44
<PAGE>   51


to any Indebtedness, except: (a) Indebtedness represented by leases on
Borrower's or any Subsidiary's Real Property; (b) Indebtedness representing the
deferred purchase price of any Real Property; (c) Nonrecourse Debt with respect
to Nonrecourse Debt Properties; and (d) other Indebtedness, provided that (i)
the incurrence of such Indebtedness shall not cause Borrower to violate any of
the other provisions of this SECTION 9, (ii) this SUBSECTION (d) shall not apply
to any Subsidiary Guarantor, and (iii) any Indebtedness incurred in respect of
derivative liabilities shall be limited to interest rate hedging arrangements.

         9.2 SALES OF ASSETS. Neither Borrower nor any Subsidiary shall sell,
assign, transfer, lease, convey or otherwise dispose of any Property, whether
now owned or hereafter acquired, or any income or profits therefrom, or enter
into any agreement to do so which would result in a Material Adverse Effect.

         9.3 LIENS. Neither Borrower nor any Subsidiary shall directly or
indirectly create, incur, assume or permit to exist any Lien on or with respect
to any Property, or (to the extent the same constitutes a pledge or other
encumbrance of equity interests in Borrower or the Consolidated Businesses) on
or with respect to any Securities of Borrower, except: (a) Liens with respect to
Capital Leases of Equipment entered into in the ordinary course of business of
Borrower pursuant to which the aggregate Indebtedness under such Capital Leases
does not exceed $250,000 for any Real Property; (b) Customary Permitted Liens;
(c) Liens securing Indebtedness permitted pursuant to SECTION 9.1 hereof; and
(d) Pledges allowed pursuant to the definition of "Nonrecourse Debt".

         9.4 INVESTMENTS. Neither Borrower nor any Subsidiary shall directly or
indirectly make or own any Investment except:

                  (1) Investments in Cash Equivalents;

                  (2) Subject to the limitations of CLAUSE (e) below,
         Investments in any Subsidiary or Affiliate of Borrower; provided,
         however, neither Borrower nor any Subsidiary shall make any further
         Investments on or after the date of this Agreement in any Subsidiary
         Guarantor;

                  (3) Investments in the form of advances to employees in the
         ordinary course of business; provided that the aggregate principal
         amount of all such loans at any time outstanding shall not exceed
         $250,000;

                  (4) Investments received in connection with the bankruptcy or
         reorganization of suppliers and lessees and in settlement of delinquent
         obligations of, and other disputes with, lessees and suppliers arising
         in the ordinary course of business;

                  (5) Investments: (i) in any individual Real Property which do
         not exceed three percent (3%) the Capitalization Value after giving
         effect to such Investments of Borrower; or (ii) in a single Person
         owning a Property, or a portfolio of Properties, which do not exceed
         ten percent (10%) of the Capitalization Value after giving effect to
         such Investments of Borrower, it being understood that no Investment in
         any individual Person will be permitted if Borrower's allocable share
         of the Investment of such Person in any individual Property would
         exceed the limitation described in CLAUSE (i) hereinabove;

                  (6) Indebtedness secured by mortgages on real property;


                                       45
<PAGE>   52


                  (7) Investments in loans to tenants with respect to tenant
         improvements at any Real Property of Borrower or any Subsidiary;

                  (8) Investments in common stock and other securities traded on
         a national securities exchange in an aggregate amount not to exceed
         $10,000,000, as well as in limited partner interests in partnerships
         that are not publicly traded, in an aggregate amount not to exceed
         $10,000,000, unless, in either case Borrower has voting control of the
         applicable Person, in which event the aggregate amount shall be
         $35,000,000;

                  (9) Investments in the securities of a Mortgage Subsidiary,
         subject to the limitations set forth in SECTION 9.12(j);

                  (10) Investments in the unrated, subordinated Indebtedness of
         a securitized trust of which a Subsidiary is an originator; provided,
         however, any such Investment shall not exceed in the aggregate at any
         time five percent (5%) of Capitalization Value;

                  (11) Investments in the securities of a Gas Station
         Subsidiary; and

                  (12) Investments in the securities of a Sale-Leaseback
         Subsidiary, subject to the limitations set forth in SECTION 9.12(j).


         9.5 CONDUCT OF BUSINESS. Neither Borrower nor any Subsidiary shall
engage in any business, enterprise or activity other than: (a) the businesses of
acquiring, developing, re-developing and managing predominantly restaurant and
convenience store Real Properties and portfolios of like Real Properties; and
(b) any business or activities which are substantially similar, related or
incidental thereto, including making mortgage loans secured by such Real
Properties but only to the extent that the same is otherwise permitted
hereunder; provided, however, that with respect to the conduct of its business,
Borrower shall not permit (measured on an undepreciated book value basis): (i)
the non-restaurant Real Properties of Borrower and its Subsidiaries (exclusive
of Nonrecourse Debt Properties) to exceed forty percent (40%) of all Real
Properties of Borrower and its Subsidiaries, and (ii) the combined
non-restaurant and non-convenience store Real Properties of Borrower and its
Subsidiaries (exclusive of Nonrecourse Debt Properties) to exceed ten percent
(10%) of all Real Properties of Borrower and its Subsidiaries.

         9.6 TRANSACTIONS WITH PARTNERS AND AFFILIATES. Neither Borrower nor any
Subsidiary shall directly or indirectly enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any holder or
holders of more than five percent (5%) of any class of equity Securities of
Borrower, or with any Affiliate of Borrower which is not a Subsidiary, on terms
that are determined by the board of directors of General Partner to be less
favorable to Borrower or any Subsidiary, as applicable, than those that might be
obtained in an arm's length transaction at the time from Persons who are not
such a holder or Affiliate. Nothing contained in this SECTION 9.6 shall
prohibit: (a) increases in compensation and benefits for officers ad employees
of Borrower or any Subsidiary which are customary in the industry or consistent
with the past business practice of Borrower or such Subsidiary; provided, that
no Event of Default or Potential Event of Default has occurred and is
continuing; (b) payment of customary partners' indemnities; or (c) performance
of any obligations arising under the Loan Documents.


                                       46
<PAGE>   53


         9.7 RESTRICTION ON FUNDAMENTAL CHANGES. Neither Borrower nor any
Subsidiary shall enter into any merger or consolidation, or liquidate, wind-up
or dissolve (or suffer any liquidation or dissolution), or convey, lease, sell,
transfer or otherwise dispose of, in one transaction or series of transactions,
all or substantially all of Borrower's or any such Subsidiary's business or
Property, whether now or hereafter acquired, except in connection with issuance,
transfer, conversion or repurchase of limited partnership interests in Borrower.
Notwithstanding the foregoing, Borrower shall be permitted to merge with another
Person so long as Borrower is the surviving Person following such merger. In
addition, any Subsidiary may merge with another Subsidiary.

         9.8 MARGIN REGULATIONS; SECURITIES LAWS. Neither Borrower nor any
Subsidiary, shall use all or any portion of the proceeds of any credit extended
under this Agreement to purchase or carry Margin Stock, except as provided in
SECTION 9.4 hereof.

         9.9 ERISA. Borrower shall not and shall not permit any Subsidiary or
ERISA Affiliates to:

                  (1) engage in any prohibited transaction described in Sections
         406 of ERISA or 4975 of the Internal Revenue Code for which a statutory
         or class exemption is not available or a private exemption has not been
         previously obtained from the DOL;

                  (2) permit to exist any accumulated funding deficiency (as
         defined in Sections 302 of ERISA and 412 of the Internal Revenue Code),
         with respect to any Plan, whether or not waived;

                  (3) fail to pay timely required contributions or annual
         installments due with respect to any waived funding deficiency to any
         Plan;

                  (4) terminate any Plan which would result in any liability of
         Borrower or any ERISA Affiliate under Title IV of ERISA;

                  (5) fail to make any contribution or payment to any
         Multiemployer Plan which Borrower or any ERISA Affiliate may be
         required to make under any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto;

                  (6) fail to pay any required installment or any other payment
         required under Section 412 of the Internal Revenue Code on or before
         the due date for such installment or other payment; or

                  (7) amend a Plan resulting in an increase in current liability
         for the plan year such that Borrower or any ERISA Affiliate is required
         to provide security to such Plan under Section 401(a)(29) of the
         Internal Revenue Code.

         9.10 ORGANIZATIONAL DOCUMENTS. Borrower shall not, and shall not cause
or permit any Subsidiary to, amend, modify or otherwise change any of the terms
or provisions in any of their respective Organizational Documents as in effect
on the Closing Date, except amendments to effect: (a) a change of name of
Borrower or any such Subsidiary; provided that Borrower shall have provided
Agent with sixty (60) days' prior written notice of any such name change; or (b)
changes that would not affect such Organizational Documents in any material
manner.


                                       47
<PAGE>   54


         9.11 FISCAL YEAR. Unless required by applicable law, neither Borrower
nor any Subsidiary shall change its Fiscal Year for accounting or tax purposes
from a period consisting of the 12-month period ending on December 31 of each
calendar year.

         9.12 OTHER FINANCIAL COVENANTS.

                  (1) MINIMUM COMBINED EQUITY VALUE. At no time shall the
         Combined Equity Value be less than $200,000,000.

                  (2) MAXIMUM TOTAL ADJUSTED OUTSTANDING INDEBTEDNESS. Total
         Adjusted Outstanding Indebtedness shall not exceed 60% of
         Capitalization Value.

                  (3) MAXIMUM SECURED INDEBTEDNESS. So long as Total Adjusted
         Outstanding Indebtedness is less than 50% of Capitalization Value, then
         Secured Indebtedness shall not exceed at any time 15% of Capitalization
         Value. In the event Total Adjusted Outstanding Indebtedness is equal to
         or greater than 50% of Capitalization Value, then Secured Indebtedness
         shall not exceed at any time 12.5% of Capitalization Value; provided
         that if Total Adjusted Outstanding Indebtedness increases to 50% or
         greater of Capitalization Value while Secured Indebtedness is greater
         than 12.5%, then Secured Indebtedness shall not exceed the existing
         percentage of Capitalization Value at the time of such increase, but in
         no event shall such percentage exceed 15%.

                  (4) CONSOLIDATED INTEREST COVERAGE RATIO. As of the last day
         of each fiscal quarter for the fiscal quarter then ended, the ratio of:
         (i) Combined EBITDA; to (ii) Combined Interest Expense, shall not be
         less than 2.25 to 1.00.

                  (5) CONSOLIDATED FIXED CHARGE COVERAGE RATIO. As of the last
         day of each fiscal quarter for the fiscal quarter then ended, the ratio
         of: (i) Combined EBITDA (which, for purposes of this CLAUSE (e) shall
         be deemed to add back payments of base rent (but not percentage rent,
         additional rent or other sums which may be due) under any ground lease
         or Capital Lease of Borrower or any of its Consolidated Businesses for
         such period that has been included in the calculation of Fixed Charges
         Expense); to (ii) Fixed Charges Expense, shall not be less than 1.75 to
         1.00.

                  (6) MINIMUM DEBT YIELD. As of the last day of each fiscal
         quarter for the fiscal quarter then ended, annualized, the ratio
         (expressed as a percentage) of: (i) Combined EBITDA; to (ii) Total
         Adjusted Outstanding Indebtedness shall not be less than 16%.

                  (7) UNENCUMBERED INTEREST COVERAGE RATIO. As of the last day
         of each fiscal quarter for the fiscal quarter then ended, the ratio of:
         (i) Unencumbered Combined EBITDA; to (ii) Unsecured Interest Expense,
         shall not be less than 1.75 to 1.00.

                  (8) MINIMUM UNSECURED DEBT YIELD. As of the last day of each
         fiscal quarter for the fiscal quarter then ended, annualized, the ratio
         of: (i) Unencumbered Combined EBITDA for such period; to (ii) Total
         Unsecured Outstanding Indebtedness during such period shall not be less
         than 16%.

                  (9) MAXIMUM CONSTRUCTION ASSET COST. Construction Asset Cost
         shall not exceed at any time 5% of Capitalization Value.


                                       48
<PAGE>   55


                  (10) BOOK VALUE OF MORTGAGE SUBSIDIARIES AND SALE-LEASEBACK
         SUBSIDIARIES. The aggregate book value of each of the Mortgage
         Subsidiaries' and the Sale-Leaseback Subsidiaries' Property, securities
         and investments, taken together, before depreciation, and less an
         amount equal to the Nonrecourse Debt of the Mortgage Subsidiaries and
         the Sale-Leaseback Subsidiaries, shall not exceed 15% of the
         Capitalization Value.

         9.13 PRO FORMA ADJUSTMENTS.

                  (1) In connection with an acquisition of a Property, or a
         portfolio of Properties, by any of the Consolidated Businesses or any
         Minority Holding (other than a Limited Minority Holding) (whether such
         acquisition is direct or through the acquisition of a Person which owns
         such Property), the financial covenants contained in this Agreement, as
         well as the definition of "Leverage Ratio", shall be calculated on a
         pro forma basis (with respect to the pro rata share of Borrower in the
         case of an acquisition by a Minority Holding) to be agreed upon as to
         each such acquisition by Agent and Borrower, which pro forma
         calculation shall be effective until the last day of the fourth fiscal
         quarter following such acquisition (or such earlier test period, as
         applicable), at which time actual performance shall be utilized for
         such calculations. In addition, until such time as any such Property or
         portfolio of Properties shall have been owned by Borrower or any
         Consolidated Business or Minority Holding (other than a Limited
         Minority Holding) for one fiscal quarter, the Capitalization Value with
         respect thereto shall be deemed to be equal to either the acquisition
         cost thereof if such Property shall be fully leased, or if such
         Property shall not be fully leased, $0. Whether or not any such
         Property shall be fully leased, the entire amount of Indebtedness
         incurred in connection therewith shall be included in the definition of
         "Indebtedness" for purposes of this SECTION 9.13.

                  (2) In addition, notwithstanding anything contained herein to
         the contrary, the financial covenants contained in this Agreement shall
         be calculated without reference to, or inclusion of, any assets or
         liabilities of any Mortgage Subsidiary.

                  (3) In addition, notwithstanding anything contained herein to
         the contrary, the financial covenants contained in this Agreement shall
         be calculated without reference to, or inclusion of, any assets or
         liabilities of any Sale-Leaseback Subsidiary.

SECTION 10        EVENTS OF DEFAULT.

         10.1 EVENTS OF DEFAULT. Each of the following occurrences shall
constitute an Event of Default under this Agreement:

                  (1) FAILURE TO MAKE PAYMENTS WHEN DUE. Borrower shall fail:
         (i) to pay, when due, any principal payment of the Obligations; or (ii)
         to pay, within three (3) Business Days of the due date thereof without
         notice, any interest payment on the Obligations.

                  (2) BREACH OF CERTAIN COVENANTS. Borrower shall fail duly and
         punctually to perform or observe any agreement, covenant or obligation
         binding on such Person under, SECTIONS 8.1, 8.3, 8.4, 8.5, 8.6, 8.9,
         8.12 or SECTION 9.

                  (3) BREACH OF REPRESENTATION OR WARRANTY. Any representation
         and warranty made by Borrower to Agent or any other Lender herein or by
         Borrower or any Subsidiary in any of the other Loan


                                       49
<PAGE>   56


         Documents or in any statement or certificate at any time given by any
         such Person pursuant to any of the Loan Documents shall be false or
         misleading in any material respect on the date as of which made (unless
         any such representation and warranty is already qualified by a
         materiality concept, in which case such representation and warranty
         shall not be false or misleading in any respect).

                  (4) OTHER DEFAULTS. Except as set forth in the next sentence,
         Borrower shall default in the performance of or compliance with any
         term contained in this Agreement (other than as identified in
         PARAGRAPHS (a), (b) or (c) of this SECTION 10.1), or any default or
         event of default shall occur under any of the other Loan Documents, and
         such default or event of default shall continue for ten (10) days after
         receipt of written notice from Agent thereof.

                  (5) OTHER CREDIT FACILITIES CROSS DEFAULTS. Any default, event
         of default, or event which with the giving of notice or lapse of time,
         or both, would constitute an event of default shall occur under any of
         the Other Credit Facilities.

                  (6) ACCELERATION OF OTHER INDEBTEDNESS. Any breach, default or
         event of default shall occur, or any other condition shall exist under
         any instrument, agreement or indenture pertaining to any Indebtedness
         (other than the Obligations and the Other Credit Facilities) of
         Borrower or any Subsidiary aggregating $10,000,000 or more, and the
         effect thereof is to cause an acceleration, mandatory redemption or
         other required repurchase of such Indebtedness, or permit the holder(s)
         of such Indebtedness to accelerate the maturity of any such
         Indebtedness or require a redemption or other repurchase of such
         Indebtedness; or any such Indebtedness shall be otherwise declared to
         be due and payable (by acceleration or otherwise) or required to be
         prepaid, redeemed or otherwise repurchased by Borrower or any
         Subsidiary (other than by a regularly scheduled required prior to the
         stated maturity thereof).

                  (7) INVOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC.

                           (1) An involuntary case shall be commenced against
                  Borrower, or any Subsidiary to which more than $25,000,000 of
                  the Capitalization Value, in the aggregate, is attributable,
                  and the petition shall not be dismissed, stayed, bonded or
                  discharged within sixty (60) days after commencement of the
                  case; or a court having jurisdiction in the premises shall
                  enter a decree or order for relief in respect of Borrower or
                  any Subsidiary in an involuntary case, under any applicable
                  bankruptcy, insolvency or other similar law now or hereinafter
                  in effect; or any other similar relief shall be granted under
                  any applicable federal, state, local or foreign law; or the
                  board of directors of General Partner or Limited Partners of
                  Borrower or the board of directors or partners of any
                  Subsidiary (or any committee thereof) adopts any resolution or
                  otherwise authorizes any action to approve any of the
                  foregoing.

                           (2) A decree or order of a court having jurisdiction
                  in the premises for the appointment of a receiver, liquidator,
                  sequestration, trustee, custodian or other officer having
                  similar powers over Borrower, or any Subsidiary to which more
                  than $25,000,000 of the Capitalization Value, in the
                  aggregate, is attributable, or over all or a substantial part
                  of the Property of Borrower or any such Subsidiary shall be
                  entered; or an interim receiver, trustee or other custodian of
                  Borrower or any such Subsidiary or of all or a substantial
                  part of the Property of Borrower or any such Subsidiary shall
                  be appointed or a warrant of attachment, execution or similar
                  process against any substantial part of the Property of
                  Borrower or any such Subsidiary shall be issued and any such
                  event shall not be stayed, dismissed, bonded or


                                       50
<PAGE>   57


                  discharged within sixty (60) days after entry, appointment or
                  issuance; or the respective board of directors of any of
                  Borrower or Limited Partners of Borrower or the board of
                  directors or partners of any Subsidiary (or any committee
                  thereof) adopts any resolution or otherwise authorizes any
                  action to approve any of the foregoing.

                  (8) VOLUNTARY BANKRUPTCY; APPOINTMENT OF RECEIVER, ETC. Either
         Borrower, or any Subsidiary to which more than $25,000,000 of the
         Capitalization Value, in the aggregate, is attributable, shall commence
         a voluntary case under any applicable bankruptcy, insolvency or other
         similar law now or hereafter in effect, or shall consent to the entry
         of an order for relief in an involuntary case, or to the conversion of
         an involuntary case to a voluntary case, under any such law, or shall
         consent to the appointment of or taking possession by a receiver,
         trustee or other custodian for all or a substantial part of its
         Property; or any of Borrower or any of such Subsidiary shall make any
         assignment for the benefit of creditors or shall be unable or fail, or
         admit in writing its inability, to pay its debts as such debts become
         due.

                  (9) JUDGMENTS AND UNPERMITTED LIENS.

                           (1) Any money judgment (other than a money judgment
                  covered by insurance as to which the insurance company has
                  acknowledged coverage), writ or warrant of attachment, or
                  similar process against Borrower or any Subsidiary or any of
                  its respective assets involving in any case an amount in
                  excess of $10,000,000 (other than with respect to Claims
                  arising out of non-recourse Indebtedness) is entered and shall
                  remain undischarged, unvacated, unbonded or unstayed for a
                  period of sixty (60) days or in any event later than five (5)
                  days prior to the date of any proposed sale thereunder;
                  provided, however, if any such judgment, writ or warrant of
                  attachment or similar process is in excess of $20,000,000
                  (other than with respect to Claims arising out of non-recourse
                  Indebtedness), the entry thereof shall immediately constitute
                  an Event of Default hereunder.

                           (2) A federal, state, local or foreign tax Lien is
                  filed against Borrower which is not discharged of record,
                  bonded over or otherwise secured to the satisfaction of Agent
                  within thirty (30) days after the filing thereof or the date
                  upon which Agent receives actual knowledge of the filing
                  thereof for an amount which, either separately or when
                  aggregated with the amount of any judgments described in
                  CLAUSE (i) above and/or the amount of the Environmental Lien
                  Claims described in CLAUSE (iii) below, equals or exceeds
                  $10,000,000.

                           (3) An Environmental Lien is filed against any Real
                  Property with respect to Claims in an amount which, either
                  separately or when aggregated with the amount of any judgments
                  described in CLAUSE (i) above and/or the amount of the tax
                  Liens described in CLAUSE (ii) above, equals or exceeds
                  $10,000,000.

                  (10) DISSOLUTION. Any order, judgment or decree shall be
         entered against Borrower decreeing its involuntary dissolution or split
         up; or Borrower shall otherwise dissolve or cease to exist except as
         specifically permitted by this Agreement.

                  (11) LOAN DOCUMENTS. At any time, for any reason, any Loan
         Document ceases to be in full force and effect or Borrower or any
         Guarantor seeks to repudiate its obligations thereunder.


                                       51
<PAGE>   58


                  (12) ERISA TERMINATION EVENT. Any ERISA Termination Event
         occurs which Agent believes could subject Borrower or any ERISA
         Affiliate to liability in of $100,000.

                  (13) WAIVER APPLICATION. The plan administrator of any Plan
         applies under Section 412(d) of the Code for a waiver of the minimum
         funding standards of Section 412(a) of the Internal Revenue Code and
         the Requisite Lenders believe that the substantial business hardship
         upon which the application for the waiver is based could subject either
         Borrower or any ERISA Affiliate to liability in excess of $100,000.

                  (14) MATERIAL ADVERSE EFFECT. An event shall occur which has a
         Material Adverse Effect.

                  (15) CERTAIN DEFAULTS PERTAINING TO THE GENERAL PARTNER. The
         General Partner shall fail to: (i) continue as a general partner of
         Borrower; (ii) comply with all Requirements of Law applicable to it and
         its businesses and Properties, in each case where the failure to so
         comply individually or in the aggregate will have or is reasonably
         likely to have a Material Adverse Effect; or (iii) file all tax returns
         and reports required to be filed by it with any Governmental Authority
         as and when required to be filed or to pay any taxes, assessments, fees
         or other governmental charges upon it or its Property, assets,
         receipts, sales, use, payroll, employment, licenses, income, or
         franchises which are sworn in such returns, reports or similar
         statements to be due and payable as and when due and payable, except
         for taxes, assessments, fees and other governmental charges: (A) that
         are being contested by General Partner in good faith by an appropriate
         proceeding diligently pursued; (B) for which adequate reserves have
         been made on its books and records; and (C) the amounts the non-payment
         of which would not, individually or in the aggregate, result in a
         Material Adverse Effect.

                  (16) CERTAIN DEFAULTS PERTAINING TO USRPI. USRPI shall fail
         to: (i) maintain its status as a REIT for federal income tax purposes;
         or (ii) remain listed on the New York Stock Exchange or other national
         stock exchange.

                  (17) MERGER OR LIQUIDATION OF BORROWER. General Partner or
         Borrower shall merge or liquidate with or into any other Person and, as
         a result thereof and after giving effect thereto: (i) Borrower is not
         the surviving Person; or (ii) such merger or liquidation would effect
         an acquisition of or Investment in any Person not otherwise permitted
         under the terms of this Agreement.

         An Event of Default shall be deemed "continuing" until cured or waived
in writing in accordance with SECTION 12.12.

         10.2 RIGHTS AND REMEDIES.

                  (1) ACCELERATION AND TERMINATION. Upon the occurrence of any
         Event of Default described in SECTIONS 10.1(g) or 10.1(h), the
         Available Commitment shall automatically and immediately terminate and
         the unpaid principal amount of, and any and all accrued interest on,
         the Obligations and all accrued fees shall automatically become
         immediately due and payable, without presentment, demand, or protest or
         other requirements of any kind (including, without limitation,
         valuation and appraisement, diligence, presentment, notice of intent to
         demand or accelerate and of acceleration), all of which are hereby
         expressly waived by Borrower; and upon the occurrence and during the
         continuance of any other Event of Default, Agent shall at the request,
         or may with the consent, of the Requisite Lenders, by written notice to
         Borrower: (i) declare that the Available Commitment is terminated,


                                       52
<PAGE>   59


         whereupon the obligation of each Lender to make any Loan hereunder
         shall immediately terminate, and/or (ii) declare the unpaid principal
         amount of and any and all accrued and unpaid interest on the
         Obligations to be, and the same shall thereupon be, immediately due and
         payable, without presentment, demand, or protest or other requirements
         of any kind (including, without limitation, valuation and appraisement,
         diligence, presentment, notice of intent to demand or accelerate and of
         acceleration), all of which are hereby expressly waived by Borrower.

                  (2) RESCISSION. If at any time after termination of the
         Available Commitment and/or acceleration of the maturity of the Loans,
         Borrower shall pay all arrears of interest and all payments on account
         of principal of the Loans which shall have become due otherwise than by
         acceleration (with interest on principal and, to the extent permitted
         by law, on overdue interest, at the rates specified in this Agreement)
         and all Events of Default and Potential Events of Default (other than
         nonpayment of principal of and accrued interest on the Loans due and
         payable solely by virtue of acceleration) shall be remedied or waived
         pursuant to SECTION 12.11, then upon the written consent of the
         Supermajority Lenders and written notice to Borrower, the termination
         of the Available Commitment and/or the acceleration and their
         consequences may be rescinded and annulled; but such action shall not
         affect any subsequent Event of Default or Potential Event of Default or
         impair any right or remedy consequent thereon. The provisions of the
         preceding sentence are intended merely to bind the Lenders to a
         decision which may be made at the election of the Requisite Lenders;
         they are not intended to benefit Borrower and do not give Borrower the
         right to require the Lenders to rescind or annul any acceleration
         hereunder, even if the conditions set forth herein are met.

                  (3) ENFORCEMENT. Borrower acknowledges that in the event
         Borrower or any Subsidiary fails to perform, observe or discharge any
         of their respective obligations or liabilities under this Agreement or
         any other Loan Document, any remedy of law may prove to be inadequate
         relief to Agent and the other Lenders; therefore, Borrower agrees that
         Agent and the other Lenders shall be entitled to temporary and
         permanent injunctive relief in any such case without the necessity of
         proving actual damages.

SECTION 11        AGENT.

         11.1 APPOINTMENT AND AUTHORIZATION. Lenders hereby appoint CLNY to act
as Agent as herein specified, and each Lender hereby irrevocably appoints and
authorizes Agent to take such action on its behalf and to exercise such power
under this Agreement and the other Loan Documents as are delegated to Agent by
the terms hereof or thereof, together with such powers as are reasonably
incidental thereto. Neither Agent nor any of its respective directors, officers
or employees shall be liable for any action taken or omitted to be taken by it
or them under or in connection with the Agreement or the Loan Documents, except
for its or their own gross negligence or willful misconduct. Agent may perform
any of its duties under the Agreement and Loan Documents by or through its
agents or employees.

         11.2 RELIANCE ON AGENT. Borrower shall be entitled to rely upon, and to
act or refrain from acting on the basis of, any notice, statement, certificate,
waiver or other document or instrument delivered by Agent to Borrower so long as
Agent is purporting to act in its capacity as Agent pursuant to this Agreement,
and Borrower shall not be responsible or liable to any Lender (or to any
Participant or to any Assignee), or as a result of any action or failure to act
(including actions or omissions which would otherwise constitute defaults
hereunder) which is based upon such reliance upon Agent. Borrower shall be
entitled to treat Agent as the properly authorized Agent pursuant to this
Agreement until Borrower shall have received notice of resignation, and


                                       53
<PAGE>   60


Borrower shall not be obligated to recognize any successor Agent until Borrower
shall have received written notification satisfactory to it of the appointment
of such successor Agent.

         11.3 AGENT IN ITS INDIVIDUAL CAPACITY. With respect to the Note issued
to Agent, Agent shall have the same rights and powers under this Agreement as
any other Lender and may exercise the same as though it were not Agent. Agent
and its Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, Borrower, or
any direct or indirect Affiliates of Borrower, and any such Person that may do
business with Borrower, or any direct or indirect Affiliates of Borrower, all as
if Agent were not Agent hereunder and without any duty to account therefor to
the other Lenders.

         11.4 NOTE HOLDERS. Agent may treat the payee of any Note as the holder
thereof until written notice of transfer shall have been filed in the manner
provided in SECTION 12.9(c), signed by such payee, and in form satisfactory to
Agent.

         11.5 CONSULTATION WITH PROFESSIONALS. Each Lender agrees that Agent may
consult with legal counsel, accountants and other professionals selected by
Agent and shall not be liable for any action taken or suffered in good faith by
it in accordance with the advice of such Persons.

         11.6 DOCUMENTS. Agent shall not be under a duty to examine or pass upon
the validity, effectiveness, enforceability, genuineness or value of any of the
Loan Documents or any other instrument or document furnished pursuant thereto,
and Agent shall be entitled to assume that the same are valid, effective,
enforceable and genuine and what they purport to be.

         11.7 RESIGNATION OF AGENT AND SUCCESSOR AGENTS; REMOVAL. Subject to the
appointment and acceptance of a successor Agent as provided below, Agent may
resign at any time by giving written notice thereof to Lenders and Borrower or
may be removed with or without cause by the Requisite Lenders. Agent shall
continue to serve as Agent until such appointment and acceptance by a successor
Agent. If Agent resigns or is removed, then Borrower and the Requisite Lenders
shall work diligently toward the appointment of a successor Agent, and if no
successor Agent shall have been so appointed and shall have accepted such
appointment within thirty (30) days after the retiring Agent gives notice of
resignation or is removed, then the Requisite Lenders shall, on behalf of
Lenders, appoint a successor Agent; provided, however, that if no Event of
Default or Potential Event of Default exists, the appointment of a successor
Agent shall require the prior approval of Borrower, which approval shall not be
unreasonably withheld. If Agent resigns or is removed and no successor Agent(s)
shall have been appointed and shall have accepted such appointment as aforesaid
within sixty (60) days after the retiring Agent gives notice of resignation or
is removed, then the retiring Agent shall, on behalf of Lenders, appoint a
successor Agent, in which case no prior approval of Borrower shall be required.
Upon the acceptance of any appointment as Agent hereunder by a successor Agent,
such successor Agent shall thereupon succeed to and become vested with all of
the rights, powers, privileges and duties of the retiring Agent and the retiring
Agent shall be discharged from any further duties and obligations arising
thereafter hereunder. After any retiring Agent's resignation or removal as
Agent, the provisions of this SECTION 11.7 shall continue in effect for its
benefit in respect to any actions taken or omitted to be taken by it while it
was acting as Agent.

         11.8 RESPONSIBILITY OF AGENT. It is expressly understood and agreed
that the obligations of Agent under the Loan Documents are only those expressly
set forth in the Loan Documents and that Agent shall be entitled to assume that
no Event of Default has occurred and is continuing, unless Agent has actual
knowledge of such fact or has received notice from a Lender that such Lender
considers that an Event of Default or such event has occurred and is continuing
and specifying the nature thereof. As used herein "ACTUAL KNOWLEDGE"


                                       54
<PAGE>   61


means the actual knowledge of the account officers at Agent who have the account
responsibility for Borrower. Each Lender recognizes and agrees that, for
purposes of this Agreement, Agent shall not be required to determine
independently whether the conditions described in SECTION 5 have been satisfied
and, in disbursing funds to Borrower, may rely fully upon statements contained
in the relevant requests by Borrower. Agent shall not incur any liability under
or in respect of this Agreement or the other Loan Documents by acting upon any
notice, consent, certificate, warranty or other paper or instrument believed by
it to be genuine or authentic or to be signed by the proper parties, or with
respect to anything which it may do or refrain from doing in the reasonable
exercise of its judgment, or which may seem to it to be necessary or desirable
in the premises. Furthermore, Agent shall be fully justified by acting in good
faith upon any notice, consent, certificate or other instrument or writing
(which may be by telegram, telecopy, cable or telex) believed by Agent to be
genuine and signed or sent by a Lender.

         The relationship between Agent and each Lender is only that of agent
and principal and has no fiduciary aspects, and Agent's duties hereunder are
acknowledged to be only ministerial and not involving the exercise of discretion
on its part. Nothing in this Agreement or elsewhere contained shall be construed
to impose on Agent any duties or responsibilities other than those for which
express provision is herein made. In performing its duties and functions
hereunder, Agent does not assume and shall not be deemed to have assumed, and
hereby expressly disclaims, any obligation or responsibility toward or any
relationship of agencies or trusts with or for, Borrower. As to any matters not
expressly provided for in this Agreement (including without limitations,
enforcement or collection of the Notes), Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or from refraining from
acting) upon the instruction of the Requisite Lenders and such instructions
shall be binding upon all Lenders and all holders of the Notes; provided,
however, that Agent shall not be required to take any action which exposes such
Agent to personal liability or which is contrary to this Agreement or applicable
law.

         11.9 ADMINISTRATION OF AGREEMENT. Agent shall carry out its
administrative duties to Lenders under this Agreement in accordance with the
terms of this SECTION 11.9 and as otherwise required by applicable law. Agent
shall not, without the prior written consent of each Lender agree to the
modification or waiver of any of the terms of this Agreement, the Notes or any
Loan Document, consent to any action or failure to act by Borrower, or exercise
any rights in respect of the Loans or under this Agreement, the Notes or any
other Loan Documents, if the agreement, consent or exercise of rights would: (a)
reduce or increase the amount or alter the term of the Commitment of such
Lender, or alter the provisions relating to any fees (or any other payments)
payable to such Lender; (b) extend the time for payment for the principal or
interest on any Notes, or reduce the principal amount of the Notes (except as a
result of the application of payments or prepayments), or reduce the rate of
interest borne by any Notes, or otherwise affect the terms of payment of the
principal of or any interest on any Notes; (c) change the percentages specified
in the definition of Requisite Lenders or Supermajority Lenders herein; or (d)
amend the terms of this SECTION 11.9. Agent shall not, without the prior written
consent of the Requisite Lenders (or, if expressly provided elsewhere in this
Agreement, the Supermajority Lenders), agree to the modification or waiver of
any of the other terms of this Agreement, the Notes or any Loan Documents or
consent to any action or failure to act by Borrower or exercise any rights in
respect of the Loans or under this Agreement, the Notes or any of the other Loan
Documents, unless such consents, modifications or waivers are of an
administrative nature. Further, upon the occurrence of an Event of Default under
this Agreement or any other Loan Document, Agent will promptly consult with
Lenders, and once the Requisite Lenders or the Supermajority Lenders, as the
case may be, have agreed in writing to a course of action, Agent will promptly
implement such action.

         If Agent shall request the consent of any Lender to any agreement,
consent or exercise of rights covered by this Agreement, and not receive such
consent or denial thereof in writing within ten (10) Business Days of the


                                       55
<PAGE>   62


making of such request by Agent, as the case may be, such Lender shall be deemed
to have given its consent to the request.

         11.10 NOTICE OF EVENT OF DEFAULT. In the event that Agent shall have
acquired actual knowledge of any Event of Default or Potential Event of Default,
Agent shall promptly give notice thereof to each Lender. In the event that any
Lender shall have acquired actual knowledge of any Event of Default or Potential
Event of Default, such Lender shall promptly give notice thereof to Agent.

         11.11 INDEPENDENT INVESTIGATION. Each Lender represents and warrants to
Agent that it has made its own independent investigation and assessment of the
financial condition and affairs of Borrower and Partners in connection with the
making and continuation of its participation under this Agreement and has not
relied exclusively on any information provided to such Lender by Agent in
connection herewith or therewith, and each Lender represents, warrants and
undertakes to Agent that it shall continue to make its own independent appraisal
of the credit-worthiness of Borrower, while its Commitment is in force.

         11.12 SHARING OF OFFSETS. Each Lender and Agent each agrees that if it
shall, through the exercise of any right of counterclaim, offset, banker's lien
or otherwise, receive payment of a portion of the aggregate amount of principal
and interest due with respect to such Lender's Note or with respect to the
Obligations to such Lender hereunder which constitutes a greater proportion of
the aggregate amount of principal, interest and fees then due to such Lender
hereunder or under its Note than the proportion received by any other Lender in
respect of the aggregate amount of principal, interest and fees due with respect
to such other Lender's Note or the Obligations to such Lender under this
Agreement, then such Lender shall purchase participations in the Notes and under
this Agreement held by such other Lenders so that all such recoveries of
principal and interest with respect to this Agreement, the Notes and the
Obligations thereunder held by Lenders shall be pro rata according to each
Lender's Commitment (determined as of the date hereof and regardless of any
change in any Lender's Commitment caused by such Lender's receipt of a
proportionately greater or lesser payment hereunder).

         11.13 SHARING OF PAYMENTS. To the extent permitted by applicable law,
each Lender and Agent, in its capacity as a Lender, agrees that if it shall
receive or be entitled to receive payment of a portion of the aggregate amount
of principal, interest and fees due with respect to its Note or with respect to
the Obligations to it under this Agreement which constitutes a greater
proportion of the aggregate amount of principal, interest and fees then due to
such Lender under this Agreement or its Note than the proportion received by any
other Lender in respect of the aggregate amount of principal, interest and fees
due with respect to any other Lender's Note or the Obligations to such Lender
under this Agreement, then such Lender or Agent, in its capacity as a Lender, as
the case may be, shall purchase participations in the Notes and under this
Agreement held by such other Lenders so that all such recoveries of principal,
interest and fees with respect to this Agreement, the Notes and the Obligations
thereunder held by Lenders shall be pro rata according to each Lender's
Commitment (determined as of the date hereof and regardless of any change in any
Lender's Commitment caused by such Lender's receipt of a proportionately greater
or lesser payment hereunder).

         11.14 REPURCHASE. If for any reason any Lender shall fail or refuse to
abide by its obligations (a "LENDER DEFAULT") hereunder, and such Lender fails
to cure such Lender Default within five (5) Business Days of its occurrence,
then, in addition to the rights and remedies that may be available to Agent and
Lenders at law or in equity, such Lender's right to participate in the
administration of the Loans, and this Agreement, shall be suspended during the
pendency of such failure or refusal. Agent shall have the right, but not the
obligation, in its sole discretion, to acquire at par all of such Lender's
Commitment, including its Pro Rata Share in the outstanding principal balance of
the Loans and all fees which have accrued with respect thereto under this


                                       56
<PAGE>   63


Agreement. In the event that Agent does not exercise its right to so acquire all
of such Lender's interests, then Agent and each Lender that is not in Lender
Default (a "CURRENT PARTY") shall then, thereupon, have the right, but not the
obligation, in its sole discretion to acquire at par (or if more than one
Current Party exercises such right, each Current Party shall have the right to
acquire, pro rata) such Lender's Commitment, including its Pro Rata Share in the
outstanding principal balance of the Loans and all fees which have accrued with
respect thereto under this Agreement.

         11.15 INDEMNIFICATION. Lenders agree to indemnify Agent (to the extent
not reimbursed by Borrower), ratably according to their Pro Rata Share, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, or disbursements of any kind or
nature whatsoever which may be imposed on, incurred by or asserted against Agent
(acting in its capacity as Agent) in any way relating to or arising out of this
Agreement or the other Loan Documents or any action taken or omitted by Agent
under this Agreement or the other Loan Documents, provided that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from Agent's gross negligence or willful misconduct. WITHOUT LIMITATION OF THE
FOREGOING, EACH LENDER INTENDS AND AGREES THAT THE FOREGOING INDEMNITIES SHALL
APPLY TO AGENT WITH RESPECT TO LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS WHICH IN
WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OR CLAIMS OF
NEGLIGENCE OF SUCH AGENT OR ANY OTHER AGENT OR ANY STRICT LIABILITY OR CLAIMS OF
STRICT LIABILITY.

         If a Lender Defaults, such Lender shall indemnify, defend and hold
Agent and each of the other Lenders harmless from and against any and all
losses, damages, liabilities, or expenses (including, but not limited to,
reasonable attorneys' fees and interest at the Default Rate set forth in this
Agreement for funds advanced by Agent or any one of Lenders on account of the
defaulting Lender) which they may sustain or incur by reason of or in
consequence of the defaulting Lender's failure or refusal to abide by its
obligations under the Loan Documents. Agent may set off against payments due to
the defaulting Lender, for the claims of Agent and the other Lenders against the
defaulting Lender. The exercise of the above remedies shall not reduce, diminish
or liquidate the defaulting Lender's Pro Rata Share or the obligations for the
sharing of losses and reimbursement for costs, liabilities and expenses under
this Agreement.

         11.16 BENEFIT OF SECTION. The agreements contained in this SECTION
11.16 are solely for the benefit of Agent and Lenders (except for the agreements
in SECTION 11.2 that explicitly relate to Borrower), and are not for the benefit
of, or to be relied upon by, Borrower, or any other Person.

SECTION 12        MISCELLANEOUS.

         12.1 PAYMENT OF EXPENSES; INDEMNITY.

                  (1) Borrower agrees to pay (within 5 days after the receipt of
         written notice from Agent) all out-of-pocket costs and expenses of
         Agent and the Lenders (including, without limitation, reasonable
         attorneys' fees) incurred by them in connection with the presentation
         and enforcement of Agent's and Lenders' rights under this Agreement
         (including, without limitation, any costs or expenses incurred under
         SECTION 8.6 after the occurrence and during the continuance of an Event
         of Default or a Potential Event of Default) and the other Loan
         Documents, and all out-of-pocket costs and expenses of Agent
         (including, without limitation, reasonable attorneys' fees) incurred by
         it in connection with the negotiation,


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<PAGE>   64


preparation, execution and delivery of this Agreement and the other Loan
Documents and any and all amendments, modifications and supplements hereto or
thereto.

                  (2) Borrower further agrees: (i) to defend, protect,
         indemnify, and hold harmless Agent, each of the other Lenders and each
         of their respective officers, directors, employees, attorneys and
         agents (including, without limitation, those retained in connection
         with the satisfaction or attempted satisfaction of any of the
         conditions set forth in SECTION 5) (collectively, the "INDEMNITEES")
         from and against any and all liabilities, obligations, losses (other
         than loss of profits), damages, penalties, actions, judgments, suits,
         claims, costs, reasonable expenses and disbursements of any kind or
         nature whatsoever (excluding any taxes and including, without
         limitation, the reasonable fees and disbursements of counsel for such
         Indemnitees in connection with any investigative, administrative or
         judicial proceeding, whether or not such Indemnitees shall be
         designated a party thereto), imposed on, incurred by, or asserted
         against such Indemnitees in any manner relating to or arising out of:
         (A) this Agreement or the other Loan Documents, or any act, event or
         transaction related or attendant thereto, the making of the Loans
         hereunder, the management of such Loans, the use or intended use of the
         proceeds of the Loans hereunder, or any of the other transactions
         contemplated by the Loan Documents; or (B) any Liabilities and Costs
         relating to violation of any Environmental, Health or Safety
         Requirements of Law, the past, present or future operations of
         Borrower, any Subsidiary or any of their respective predecessors in
         interest, or, the past, present or future environmental, health or
         safety condition of any respective Property of Borrower or any
         Subsidiary, the presence of asbestos-containing materials at any
         respective Property of Borrower or any Subsidiary, or the Release or
         threatened Release of any Contaminant into the environment
         (collectively, the "INDEMNIFIED MATTERS"); provided, however, Borrower
         shall have no obligation to an Indemnitee hereunder with respect to
         Indemnified Matters caused by or resulting from the willful misconduct
         or gross negligence of such Indemnitee, as determined by a court of
         competent jurisdiction in a non-appealable final judgment; and (ii) not
         to assert any claim against any of the Indemnitees, on any theory of
         liability, for consequential or punitive damages arising out of, or in
         any way in connection with, the Commitments, the Obligations, or the
         other matters governed by this Agreement and the other Loan Documents.
         To the extent that the undertaking to indemnify, pay and hold harmless
         set forth in the preceding sentence may be unenforceable because it is
         violative of any law or public policy, Borrower shall contribute the
         maximum portion which it is permitted to pay and satisfy under
         applicable law, to the payment and satisfaction of all Indemnified
         Matters incurred by the Indemnitees.

         12.2 NON-BUSINESS DAYS. Unless otherwise specifically provided, any
payment or action that is due under any Loan Document on a day that is not a
Business Day may be delayed until the next-succeeding Business Day, but interest
continues to accrue on any applicable payment until payment is in fact made.

         12.3 COMMUNICATIONS. Unless otherwise specifically provided, whenever
any Loan Document requires or permits any consent, approval, notice, request, or
demand from one party to another, that communication must be in writing to be
effective and is deemed to have been given: (a) if by telecopy, when transmitted
to the appropriate telecopy number set forth in such party's signature page
hereto (but, without affecting the date when the telecopy is so deemed
delivered, it must be confirmed by telephone promptly after being sent); (b) if
by mail, on the third Business Day after it is enclosed in an envelope and
properly addressed to such party at the address set forth in such party's
signature page hereto, stamped, sealed, and deposited in the appropriate
official postal service; or (c) if by any other means, when actually delivered
to the address of such party as set forth in such party's signature page hereto.


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<PAGE>   65


         12.4 FORM AND NUMBER OF DOCUMENTS. The form, substance, and number of
counterparts of each writing to be furnished under this Agreement must be
satisfactory to Agent and its counsel.

         12.5 EXCEPTIONS TO COVENANTS. Borrower may not take or fail to take any
action that is permitted as an exception to any of the covenants contained in
any Loan Document if that action or omission would result in the breach of any
other covenant contained in any Loan Document.

         12.6 SURVIVAL. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Documents survive all
closings under the Loan Documents and, except as otherwise specified, are not
affected by any investigation made by any party.

         12.7 GOVERNING LAW. Unless otherwise stated in any Loan Document, the
Laws of the State of New York (without regard to its conflict of laws
principles) and of the United States of America govern the rights and duties of
the parties to the Loan Documents and the validity, construction, enforcement,
and interpretation of the Loan Documents.

         12.8 INVALID PROVISIONS. Any provision in any Loan Document held to be
illegal, invalid, or unenforceable is fully severable; the appropriate Loan
Document shall be construed and enforced as if that provision had never been
included; and the remaining provisions shall remain in full force and effect and
shall not be affected by the severed provision. Borrower, Agent and Lenders
agree to negotiate (between themselves and with any other party to that Loan
Document), in good faith, the terms of a replacement provision as similar to the
severed provision as may be possible and be legal, valid, and enforceable.

         12.9 PARTIES BOUND; ASSIGNMENT.

                  (1) PARTIES BOUND. The provisions of this Agreement shall be
         binding upon and inure to the benefit of the parties hereto and their
         respective successors and assigns, except that Borrower may not assign
         or otherwise transfer any of its rights under this Agreement without
         the prior written consent of all Lenders.

                  (2) PARTICIPATIONS. Any Lender may at any time grant to one or
         more banks or other institutions (each a "PARTICIPANT") a participating
         interest in its Commitment or any or all of its Loans. In the event of
         any such grant by a Lender of a participating interest to a
         Participant, such Lender shall remain responsible for the performance
         of its obligations hereunder, and Borrower and Agent shall continue to
         deal solely and directly with such Lender in connection with such
         Lender's rights and obligations under this Agreement. Any agreement
         pursuant to which any Lender may grant such a participating interest
         shall provide that such Lender shall retain the sole right and
         responsibility to enforce the Obligations hereunder including, without
         limitation, the right to approve any amendment, modification or waiver
         of any provision of this Agreement. Borrower agrees that each
         Participant shall be entitled to the benefits of SECTION 4 hereof with
         respect to its participating interest. An assignment or other transfer
         which is not permitted by SECTION 12.9(c) below shall be given effect
         for purposes of this Agreement only to the extent of a participating
         interest granted in accordance with this SECTION 12.9(b).
         Notwithstanding the foregoing, any participation under this SECTION
         12.9(b) shall be in a minimum amount of $5,000,000.

                  (3) ASSIGNMENTS. Any Lender may at any time, with the consent
         of Borrower (which consent may not be unreasonably withheld), assign to
         one or more lending institutions (each an


                                       59
<PAGE>   66


         "ASSIGNEE") all, or a proportionate part of all, of its rights and
         obligations under this Agreement and its Note, and such Assignee shall
         assume such rights and obligations, pursuant to an Assignment and
         Acceptance; provided, however, that the foregoing shall not be
         applicable in the case of, and this SECTION 12.9(c) shall not restrict,
         an assignment or other transfer by any Lender to a Federal Reserve
         Bank. Upon execution and delivery of such Assignment and Acceptance
         Agreement, payment by such Assignee to such transferor Lender of an
         amount equal to the purchase price agreed between such transferor
         Lender and such Assignee and payment of a processing fee of $3500 to
         Agent, such Assignee shall be a Lender party to this Agreement and
         shall have all the rights and obligations of a Lender with a Commitment
         as set forth in such Assignment and Acceptance Agreement, and the
         transferor Lender shall be released from its obligations hereunder to a
         corresponding extent, and no further consent or action by any party
         shall be required. Upon the consummation of any assignment pursuant to
         this SECTION 12.9(c), the transferor Lender, Agent and Borrower shall
         make appropriate arrangements so that, if required, new Notes are
         issued to such Assignee and the transferor Lender. Notwithstanding the
         foregoing, any assignment under this SECTION 12.9(c) shall be in a
         minimum amount of $5,000,000.

         12.10 FORUM, CONSENT TO SERVICE AND JURISDICTION, AND JURY TRIAL. Any
Litigation against Borrower with respect to any Loan Document or any judgment
entered by any court in respect of any Loan Document may be brought in New York
courts or in the United States courts located in the Borough of Manhattan in New
York City as Agent in its sole discretion may elect. Borrower hereby submits to
the non-exclusive jurisdiction of those courts for the purpose of any
Litigation. Borrower hereby agrees that service of all writs, process, and
summonses in any Litigation brought in New York may be brought upon Process
Agent, and Borrower irrevocably appoints Process Agent as Borrower's true and
lawful attorney-in-fact in Borrower's name, place, and stead to accept that
service of all of those writs, process, and summonses. Borrower irrevocably
consents to the service of process in any Litigation in those courts by the
mailing it by registered or certified mail, postage prepaid, to Borrower's
address for purposes of notices under this Agreement. Borrower hereby
irrevocably waives any objections which it may now or in the future have to the
laying of venue of any Litigation arising out of or relating to any Loan
Document brought in any court located in the Borough of Manhattan, New York
City, and further irrevocably waives any claim that any such Litigation brought
in that court has been brought in an inconvenient forum. BORROWER WAIVES, TO THE
FULLEST EXTENT LAWFUL TO DO SO, ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE
OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN DOCUMENT.

         12.11 ENTIRETY. The Loan Documents embody the entire agreement between
the parties and supersede all prior agreements and understandings, if any,
relating to the subject matter of the Loan Documents.

         12.12 AMENDMENTS, CONSENTS, CONFLICTS, AND WAIVERS. Unless otherwise
specifically provided: (a) the provisions of this Agreement may be amended,
modified, or waived, only by an instrument in writing executed by Borrower and
Agent (with the authorization of the Requisite Lenders or Supermajority Lenders,
as the case may be) and supplemented only by documents delivered or to be
delivered in accordance with the express terms of this Agreement; (b) any
conflict or ambiguity between the terms and provisions of this Agreement and
terms and provisions in any other Loan Document is controlled by the terms and
provisions of this Agreement; (c) no course of dealing or any failure or delay
by Agent in exercising any right or remedy operates as a waiver of that right or
remedy, and (d) a waiver must be in writing and signed by Agent to be effective
and will be effective only in the specific instance and for the specific purpose
for which it is given.

         12.13 MULTIPLE COUNTERPARTS. Any Loan Document may be executed in a
number of identical counterparts (including, at Lender's discretion,
counterparts or signature pages executed and transmitted by


                                       60
<PAGE>   67


telecopy) with the same effect as if all signatories had signed the same
document. All counterparts must be construed together to constitute one and the
same instrument.

         12.14 HEADINGS. Section headings are for convenience of reference only
and shall in not affect the interpretation of this Agreement.

         12.15 PARTIES. Each Loan Document to which Borrower, Agent and Lenders
are party binds and inures to them and their respective successors and permitted
assigns. Borrower may not assign or transfer any rights or obligations under any
Loan Document without first obtaining Agent's and Lenders' prior written
consent, and any purported assignment or transfer without such consent is void.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                          SIGNATURE PAGE(S) FOLLOW(S).


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<PAGE>   68


         EXECUTED effective as of the date first written above.

                                      BORROWER:

                                      U.S. RESTAURANT PROPERTIES OPERATING L.P.

                                      By: USRP Managing, Inc.,
                                            its General Partner


                                            By:
                                                -------------------------------
                                                Name:
                                                Title:


                                      Address for notice:

                                      5310 Harvest Hill Road
                                      Suite 270, LB 168
                                      Dallas, Texas 75230

                                      Telephone:   972-387-1487
                                      Telecopy:    972-490-9119
                                      Attention:   Fred H. Margolin
                                                   Chairman



                       Signature Page to Credit Agreement
<PAGE>   69


                                      AGENT:

                                      CREDIT LYONNAIS NEW YORK BRANCH

                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                      Address for notice:

                                      1301 Avenue of the Americas
                                      New York, New York 10019

                                      Telephone:   212-261-7587
                                      Telecopy:    212-261-3776
                                      Attention:   Mr. Kevin Kelsey
                                                   Loan Administration

                                      With copy to:

                                      Credit Lyonnais Dallas
                                        Representative Office
                                      2200 Ross Avenue
                                      Suite 4400W
                                      Dallas, Texas 75201

                                      Telephone:   214-220-2311
                                      Telecopy:    214-220-2323
                                      Attention:   Mr. Robert Smith
                                                   Vice President
                                                   and
                                                   Ms. Judy Gordon
                                                   Loan Administration


                       Signature Page to Credit Agreement

<PAGE>   70


                                      LENDERS:

Commitment: $25,000,000               FIRST COLUMBINE LIFE INSURANCE COMPANY


                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                      Address for notice:


                                      ING Investment Management LLC
                                      5780 Powers Ferry Road
                                      Atlanta, Georgia 30327

                                      Telephone:   770-690-4744
                                      Telecopy:    770-690-4899
                                      Attention:   Mr. Greg Addicks


                       Signature Page to Credit Agreement


<PAGE>   71


Commitment: $15,000,000               CREDIT LYONNAIS NEW YORK BRANCH


                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                      Address for notice:


                                      1301 Avenue of the Americas
                                      New York, New York 10019

                                      Telephone:   212-261-7587
                                      Telecopy:    212-261-3776
                                      Attention:   Mr. Kevin Kelsey
                                                   Loan Administration

                                      With copy to:

                                      Credit Lyonnais Dallas
                                        Representative Office
                                      2200 Ross Avenue
                                      Suite 4400W
                                      Dallas, Texas 75201

                                      Telephone:   214-220-2311
                                      Telecopy:    214-220-2323
                                      Attention:   Mr. Robert Smith
                                                   Vice President
                                                   and
                                                   Ms. Judy Gordon
                                                   Loan Administration


                       Signature Page to Credit Agreement

<PAGE>   72


Commitment: $10,000,000               NEW YORK LIFE INSURANCE AND ANNUITY
                                      CORPORATION


                                      By:
                                         -------------------------------------
                                         Name:
                                         Title:


                                      Address for notice:

                                      51 Madison Avenue
                                      Suite 206
                                      New York, New York 10010

                                      Telephone:   212-576-8383
                                      Telecopy:    212-447-4122
                                      Attention:   Mr. Edward Fitzgerald


                       Signature Page to Credit Agreement