EXHIBIT 10.3
WITHDRAWAL AGREEMENT
This Withdrawal Agreement (this "Agreement") is dated as of
______________, 1997, by and among U.S. Restaurant Properties, Inc., a Maryland
corporation (the "Company"), U.S. Restaurant Properties Master L.P., a Delaware
limited partnership ("USRP"), U.S. Restaurant Properties Operating L.P., a
Delaware limited partnership (the "Operating Partnership" and, together with
USRP, the "Partnerships"), and QSV Properties, Inc., a Delaware corporation
("QSV").
RECITALS:
WHEREAS, QSV is the managing general partner of USRP and the Operating
Partnership;
WHEREAS, USRP is proposing to convert (the "Conversion") its structure
from being a limited partnership to being a corporation taxable as a real estate
investment trust for federal income tax purposes;
WHEREAS, the Conversion will be effected through one of two alternative
methods: (i) the merger (the "Merger") of a partnership subsidiary of the
Company into USRP with USRP being the surviving entity and pursuant to the
merger agreement (the "Merger Agreement") all outstanding units of beneficial
interest in USRP (the "Units") will be automatically converted into shares of
common stock of the Company (the "Common Stock") and USRP will become a
subsidiary of the Company or (ii) the amendment of the partnership agreement of
USRP (the "Master Partnership Agreement") to permit holders of Units to exchange
their Units for shares of Common Stock from time to time and to require holders
of Units to exchange such Units for shares of Common Stock prior to the transfer
of the Units to unaffiliated third parties (the "Exchange Alternative"), each as
more fully described in the Proxy Statement/Prospectus (as defined below);
WHEREAS, the Company has filed a registration statement with the
Securities and Exchange Commission containing a proxy statement/prospectus (the
"Proxy Statement/Prospectus") for delivery to the holders of the Units in
connection with the solicitation of their approval of the Conversion; and
WHEREAS, in connection with the Conversion, QSV will withdraw as
managing general partner of USRP and the Operating Partnership upon the terms
and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises, the
representations, warranties and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Withdrawal. QSV hereby agrees to withdraw (the "Withdrawal")
as managing general partner of the Partnerships effective as of August 31, 1997
(unless such date is extended by the special committee (the "Special Committee")
of the Board of Directors of QSV, in its sole discretion). The effectiveness of
QSV's withdrawal as managing general partner, however, is contingent upon
receipt of the Acquisition Price (as defined below). The date on which QSV
withdraws as managing general partner of the Partnerships is hereinafter
referred to as the "Withdrawal Date."
Section 2. EFFECT OF WITHDRAWAL.
(a) THE MERGER ALTERNATIVE. If the Conversion is effected by
the Merger, pursuant to the terms of the Merger Agreement, QSV's
general partner interest in USRP (the "USRP Interest") will be
converted into the right to receive 1% of the number of shares of
Common Stock issued pursuant to the Merger (after giving effect to such
additional 1% interest in USRP). All of QSV's interest in the Operating
Partnership, including, without limitation, (i) its allocable share of
income, profits, loss and distributions of the Operating Partnership
and (ii) its rights under Section 9.3 of the partnership agreement of
the Operating Partnership (the "Operating Partnership Agreement") and
Section 9.3 of the Master Partnership Agreement (collectively, the
"General Partner Interest") will be converted into units representing a
limited partnership interest in the Operating Partnership (the "OP
Units"), pursuant to the terms of the Operating Partnership Agreement
in such amount as is provided for in Section 3 hereof.
(b) THE EXCHANGE ALTERNATIVE. If the Conversion is effected
through the Exchange Alternative, QSV's general partner interest in
USRP will be converted into 1% of the outstanding Units (after giving
effect to such additional 1% of Units outstanding), pursuant to the
terms of the Master Partnership Agreement and the General Partner
Interest will be assigned to USRP in exchange for Units, in such amount
as is provided for in Section 3 hereof.
(c) MERGER OF QSV. Regardless of how the Conversion is
effected, QSV shall have the right, exercisable at any time prior to
the ______ anniversary hereof, to merge directly into the Company and
receive the Initial Share Consideration and/or the Contingent Share
Consideration in shares of Common Stock, provided that such merger will
not adversely affect the Company's ability to qualify as a "real estate
investment trust" under the provisions of the Internal Revenue Code of
1986, as amended. If QSV merges with the Company following receipt of
either the Initial Share Consideration or the Contingent Share
Consideration, QSV shall be entitled to receive, in exchange for its
outstanding capital stock, the number of shares of Common Stock for
which the Units and/or OP Units held by QSV at such time would be
exchangeable pursuant to the terms of the Master Partnership Agreement
or Operating Partnership Agreement, as applicable. At the time of such
merger, QSV shall also have the right to receive such additional number
of shares of Common Stock for which the Units or OP
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Units held by QSV as a result of the exercise at an option held by QSV
as of the date hereof would be exchangeable pursuant to the terms of
the Master Partnership Agreement or Operating Partnership Agreement, as
applicable.
Section 3. ACQUISITION PRICE.
(a) In consideration for the conversion or assignment of the
General Partner Interest, in either case as provided for above, and the
conversion of the USRP Interest, QSV will be paid the Acquisition
Price. The Acquisition Price consists of two components: (i) the
initial share consideration (the "Initial Share Consideration") and
(ii) the contingent share consideration (the "Contingent Share
Consideration"). The Initial Share Consideration is equal to 850,000
shares of Common Stock, and shall consist of shares of Common Stock,
Units and/or OP Units, depending on how the Conversion is effected, as
more fully described above (collectively, the "Initial Shares"). The
number of Initial Shares issuable upon the conversion or assignment of
the General Partner Interest shall consist of 850,000 Units or OP Units
minus the number of shares of Common Stock or Units (on a one-for-one
basis) received by QSV in connection with the conversion of the USRP
Interest upon its withdrawal as managing general partner of USRP. The
number of Initial Shares issuable to QSV, including the number of
shares of Common Stock or Units issuable to QSV upon its conversion of
the USRP Interest, shall be subject to adjustment to give effect to
certain dilutive events, as more fully described below. The Initial
Shares shall be issued by the Company, USRP or the Operating
Partnership, as applicable, as soon as practicable following the
Withdrawal Date, but in no event later than 30 days thereafter.
(b) The Contingent Share Consideration is equal to up to a
maximum of 550,000 of Units and/or OP Units, depending on how the
Conversion is effected (collectively, the "Contingent Shares" and,
together with the Initial Shares, the "Acquisition Shares"), which
number of Contingent Shares shall be adjusted to give effect to certain
dilutive events as more fully described below. The exact number of
Contingent Shares to be issued will be determined by dividing (i) the
amount by which the MGP Net Income (as defined below) for year ending
December 31, 2000 exceeds $3,612,500 by (ii) $4.25, and rounding a
resulting number up to the nearest whole number. "MGP Net Income" means
the dollar amount of fees and distributions which would otherwise have
been payable to QSV, as the managing general partner of the
Partnerships for the year ending December 31, 2000 by the Partnerships
pursuant to the General Partner Interest and the USRP Interest had QSV
operated the Operating Partnership on a continuous basis from the
Withdrawal Date through December 31, 2000 less $775,000. For example,
if the MGP Net Income for the year 2000 is $5,100,000 ($5,875,000 of
revenues less $775,000) then the Contingent Share Consideration will be
equal to 350,000 Contingent Shares. The Contingent Shares, if any,
shall be issued by USRP or the Operating Partnership, as applicable, as
soon as
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practicable following the end of fiscal year 2000 but in no event later
than March 31, 2001.
Section 4. REPRESENTATIONS AND WARRANTIES OF QSV. QSV hereby represents
and warrants to the Company, USRP and the Operating Partnership as of the date
hereof and as of the Withdrawal Date, as follows:
(a) ORGANIZATION AND AUTHORITY. QSV is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Delaware, and has full corporate power, right and authority to
acquire the Acquisition Shares and to enter into a carry out its
obligations under this Agreement.
(b) AUTHORIZATION. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized and approved by QSV and no
further procedure or action of QSV is necessary to authorize this
Agreement and the transactions contemplated hereby. This Agreement has
been duly executed and delivered by QSV and constitutes the valid and
binding agreement of QSV, enforceable against it in accordance with its
terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency or similar laws affecting creditors' rights
generally or the application of general principles of equity
(regardless of whether such enforcement is considered in a proceeding
in equity or at law).
(c) TITLE TO CONVERTED INTERESTS. QSV owns, and upon the
conversion of the Operating Partnership General Partner Interest and
the USRP Interest, the Company, USRP and/or the Operating Partnership,
as applicable, will own, all right, title and interest (legal and
beneficial) in and to, the Operating Partnership General Partner
Interest and the USRP Interest free and clear of all mortgages,
pledges, liens, charges, security interests, restrictions, adverse
claims, demands and encumbrances whatsoever.
(d) CONSENTS AND APPROVALS; NO VIOLATION. Neither the
execution and delivery of this Agreement by QSV nor the consummation by
QSV of the transactions contemplated hereby (i) conflicts with or
results in any breach of any provision of the certificate of
incorporation or bylaws of QSV, (ii) violates, conflicts with,
constitutes a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, or results in the
termination of, or accelerates the performance required by, or results
in the creation of any lien or other encumbrance upon any of the
properties or assets of QSV under the terms, conditions or provisions
of any note, bond, mortgage, indenture, deed of trust, license, lease,
agreement or other instrument or obligation to which QSV is a party or
to which QSV or its properties or assets are subject, or (iii) requires
any consent, approval, authorization or permit or filing with or
notification of any court, governmental authority or other regulatory
or administrative agency or commission, or other third party.
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(e) LITIGATION. As of the date of this Agreement, there is no
action, suit or proceeding pending against or, to the best knowledge of
QSV, threatened against or affecting QSV before any court or arbitrator
or any governmental body, agency or official which in any manner
challenges or seeks to prevent, enjoin, alter or materially delay any
of the transactions contemplated hereby.
(f) INVESTMENT PURPOSE. QSV is acquiring the Acquisition
Shares for investment and not with a view toward, or for sale in
connection with, any distribution thereof, nor with any present
intention of distributing or selling the Acquisition Shares within the
meaning of the Securities Act of 1933, as amended.
Section 5. REPRESENTATION AND WARRANTIES OF THE COMPANY, USRP AND THE
OPERATING PARTNERSHIP. The Company, USRP and the Operating Partnership represent
and warrant to QSV, as of the date hereof and as of the Withdrawal Date, as
follows:
(a) ORGANIZATION AND RELATED MATTERS. The Company is a
corporation and each of USRP and the Operating Partnership is a limited
partnership, in each case duly organized, validly existing and in good
standing under the laws of the applicable jurisdiction of its
organization, and each has full corporate or partnership power, as
applicable, right and authority to enter into and carry out its
obligations under this Agreement.
(b) AUTHORIZATION. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized and approved by each of the
Company, USRP and the Operating Partnership, and no further corporate
or partnership proceeding or action on the part of any of the Company,
USRP or the Operating Partnership is necessary to authorize this
Agreement and the transactions contemplated hereby other than the
approval of the Conversion by limited partners of USRP. This Agreement
has been duly executed and delivery by each of the Company, USRP and
the Operating Partnership and constitutes the valid and binding
agreement of each of the Company, USRP and the Operating Partnership,
enforceable against each of them in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy, insolvency
or similar laws affecting creditors' rights generally or the
application of general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law).
(c) CONSENTS AND APPROVALS; NO VIOLATION. Neither the
execution and delivery of this Agreement by any of the Company, USRP or
the Operating Partnership nor the consummation by the Company, USRP and
the Operating Partnership of the transactions contemplated hereby (i)
conflicts with or results in any breach of any provision of the
articles of incorporation, bylaws, partnership agreement or similar
documents, as applicable, of the Company, USRP or the Operating
Partnership, (ii) violates, conflicts with, constitutes a default (or
an event which, with notice or lapse of time or both, would constitute
a default)
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under, or results in the termination of, or accelerates the performance
required by, or results in the creation of any lien or other
encumbrance upon any of the properties, or assets of any of the
Company, USRP or the Operating Partnership under the terms, conditions
or provisions of any note, bond, mortgage, indenture, deed of trust,
license, lease, agreement or other instrument or obligation to which
the Company, USRP or the Operating Partnership is a party or to which
any of the Company, USRP or the Operating Partnership or their
respective properties or assets are subject, or (iii) requires any
consent, approval, authorization or permit of or from, or filing with
or notification of, any court, governmental authority or other
regulatory or administrative agency or commission, domestic or foreign,
or other third party other than the approval of the Proxy
Statement/Prospectus by the Securities and Exchange Commission and the
authorization of the issuance of the shares of Common Stock pursuant to
Conversion under applicable state securities and "blue sky" laws.
(d) LITIGATION. As of the date of this Agreement, there is no
action, suit or proceeding pending against, or to the best knowledge of
any of the Company, USRP or the Operating Partnership, threatened
against or affecting any of the Company, USRP or the Operating
Partnership before any court or arbitrator or any governmental body,
agency or official which in any manner challenges or seeks to prevent,
enjoin, alter or materially delay any of the transactions contemplated
hereby.
Section 6. ADJUSTMENTS OF NUMBER OF ACQUISITION SHARES. The number of
Acquisition Shares issuable pursuant to Section 3 hereof, shall, prior to the
date of their issuance, be subject to certain adjustments from time to time upon
the happening of certain events as follows:
In case the Company or USRP shall (a) declare a dividend or
make a distribution on its outstanding shares of Common Stock or Units,
as applicable, in shares of capital stock of the Company or units of
USRP, (b) subdivide or reclassify its outstanding shares of Common
Stock or Units, as applicable, into a greater number of shares or
units, or (c) combine or reclassify its outstanding shares of Common
Stock or Units, as applicable, into a smaller number of shares or
Units, the number of Acquisition Shares issuable hereunder, at the time
of the record date for such dividend or distribution or the effective
date of such subdivision, combination or reclassification shall be
proportionately adjusted so that QSV shall be entitled to receive the
number of shares of Common Stock (either directly or indirectly upon
the exchange of OP Units) or Units which it would have owned or been
entitled to receive had such Acquisition Shares been issued immediately
prior to such time. Such adjustments shall be made successively
whenever any events specified above shall occur.
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Section 7. EFFECT OF RECLASSIFICATION, CONSOLIDATION, SALE, MERGER,
LEASE OR CONVEYANCE.
(a) In case of any consolidation with or merger of the Company
or USRP, as applicable, into another entity (or than the Merger or any
merger or consolidation in which the Company or USRP, as applicable, is
the continuing entity) or in the case of any sale, lease or conveyance
of assets to another entity of the properties of the Company or USRP,
as applicable, as an entirety or substantially as an entirety, the
successor, leasing or purchasing entity, as the case may be, shall
execute with QSV an amendment to this Agreement providing that QSV
shall have the right thereafter to acquire the kind and amount of
shares of stock, other securities, property or cash, or any combination
thereof, receivable upon such consolidation, merger, sale, lease or
conveyance by a holder of the number of Acquisition Shares to which QSV
was then entitled pursuant to the terms of this Agreement.
(b) In case of any reclassification or change of the shares of
Common Stock, Units or OP Units, as applicable, issuable as part of the
Acquisition Shares, or in case of any consolidation or merger of
another entity into the Company or USRP, as applicable, in which the
Company or USRP, as applicable, is the continuing entity and in which
there is a reclassification or change (including a change in the right
to receive cash or other property) of the shares of Common Stock or
Units, as applicable, the Company or USRP shall execute with QSV an
amendment to this Agreement providing that QSV shall have the right
thereafter to acquire the kind and amount of shares of stock, other
securities, property or cash, or any combination thereof, receivable
upon such reclassification, change, consolidation or merger by a holder
of the number of Acquisition Shares which QSV was entitled to receive
pursuant to the terms of this Agreement immediately prior to such
reclassification, change, consolidation or merger.
Section 8. CHANGE IN CONTROL OF THE COMPANY.
(a) If a Change in Control (as hereinafter defined) of the
Company or USRP, as applicable, occurs prior to the earlier of the date
on which all of the Acquisition Shares issuable to QSV pursuant to the
terms hereof have been issued or December 31, 2000, (i) if the Company
or USRP is the surviving or resulting entity in any such Change in
Control, then within 30 days following the consummation of such Change
in Control, USRP or the Operating Partnership, as applicable, shall
issue to QSV all 550,000 Contingent Shares, and (ii) if the Company or
USRP, as applicable, is not the surviving or resulting entity in Change
in Control, then within five business days following the announcement
of any such Change in Control, but in no event later than the business
day immediately prior to the consummation of the Change in Control,
USRP or the Operating Partnership, as applicable, shall issue to QSV
all 550,000 Contingent Shares.
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(b) For purposes of this Agreement, "Change in Control"
shall have occurred if any of the following events occurs:
(i) the Company or USRP, as applicable, is merged,
consolidated or reorganized into or with another entity that
is not an affiliate of the Company or USRP and as a result of
such merger, consolidation or reorganization less than a
majority of the combined voting power of the then-outstanding
securities of such entity immediately after such transaction
are held in the aggregate by the holders of shares of Common
Stock or Units, as applicable, immediately prior to such
transaction; or
(ii) the Company or USRP, as applicable, sells all or
substantially all of its assets to another entity that is not
an affiliate of the Company or USRP, less than a majority of
the combined voting power of then-outstanding voting
securities of which are held, directly or indirectly, in the
aggregate by the holders of the Common Stock or Units, as
applicable, immediately prior to such sale.
Section 9. RESTRICTIONS ON TRANSFER.
(a) QSV hereby agrees for a period of two years from the
respective date of issuance not to offer, sell or contract to sell, or
otherwise dispose of, directly or indirectly, any of the Initial Shares
or the Contingent Shares without the prior consent of the Special
Committee (or any other committee of the Board of Directors of the
Company or QSV, as applicable, consisting exclusively of non-employee
directors who do not have an ownership interest in QSV), except for
distributions, from time to time, by QSV of Initial Shares and/or
Contingent Shares to its stockholders, provided such stockholders enter
into an agreement with the Company or USRP, as applicable, to be bound
by terms of this Section 9.
(b) QSV understands and acknowledges that the issuance of the
Initial Shares and the Contingent Shares has not and will not be
registered under the Securities Act of 1933, as amended (the
"Securities Act"), on the grounds that the offering and sale of the
Initial Shares and the Contingent Shares are exempt from registration
pursuant to Section 4(2) of the Securities Act and Regulation D
thereunder, and that accordingly each of the certificates representing
any of the Initial Shares or the Contingent Shares will bear the
following legend:
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED OR REGISTERED
UNDER APPLICABLE STATE BLUE SKY
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LAWS. THIS CERTIFICATE MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE
ASSIGNED EXCEPT PURSUANT TO (1) A
REGISTRATION STATEMENT THAT IS EFFECTIVE
UNDER SUCH ACT, (2) RULE 144 UNDER SUCH
ACT (OR ANY OTHER EXEMPTION FROM
REGISTRATION UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES) OR (3)
AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE ISSUER THAT SUCH AN
EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SUCH ACT IS AVAILABLE.
Section 10. MISCELLANEOUS.
(a) APPLICABLE LAW. THIS AGREEMENT AND THE AGREEMENTS,
INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUSIVE
OF CONFLICTS OF LAW PRINCIPLES) AND WILL, TO THE MAXIMUM EXTENT
PRACTICABLE, BE DEEMED TO CALL FOR PERFORMANCE IN DALLAS COUNTY, TEXAS.
COURTS WITHIN THE STATE OF TEXAS WILL HAVE JURISDICTION OVER ANY AND
ALL DISPUTES BETWEEN THE PARTIES HERETO, WHETHER IN LAW OR IN EQUITY,
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE AGREEMENTS,
INSTRUMENTS AND DOCUMENTS CONTEMPLATED HEREBY. THE PARTIES CONSENT TO
AND AGREE TO SUBMIT TO THE JURISDICTION OF SUCH COURTS. VENUE IN ANY
SUCH DISPUTE, WHETHER IN FEDERAL OR STATE COURT, WILL BE LAID IN DALLAS
COUNTY, TEXAS.
(b) NOTICES. All notices, demands, requests or other
communications that may be or are required to be given, served or sent
by either party to the other party pursuant to this Agreement will be
in writing and will be mailed by first-class, registered or certified
mail, return receipt requested, postage prepaid, or transmitted by hand
delivery, telegram or facsimile transmission addressed as follows:
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(i) If to the Company:
U.S. Restaurant Properties, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile Transmission Number: (000) 000-0000
Attn:_______________________
(ii) If to USRP:
U.S. Restaurant Properties Master L.P.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile Transmission Number: (000) 000-0000
Attn:_______________________
(iii) If to the Operating Partnership:
U.S. Restaurant Properties Operating L.P.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile Transmission Number: (000) 000-0000
Attn:_______________________
(iv) If to QSV:
QSV Properties, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile Transmission Number: (000) 000-0000
Attn:_______________________
Any party may designate by written notice a new address to which any
notice, demand, request or communication may thereafter be given,
served or sent. Each notice, demand, request or communication that is
mailed, delivered or transmitted in the manner described above will be
deemed sufficiently given, served, sent and received for all purposes
at such time as it is delivered to the addressee with the return
receipt, the delivery receipt, the affidavit of messenger or (with
respect to a facsimile transmission) the answer back being deemed
conclusive evidence of such delivery or at such time as delivery is
refused by the addressee upon presentation.
(c) COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which will be deemed to be an original
and all of which will be deemed to be a single agreement. This
Agreement will be considered fully
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executed when all parties have executed an identical counterpart,
notwithstanding that all signatures may not appear on the same
counterpart.
(d) SEVERABILITY. If any of the provisions of this Agreement
are determined to be invalid or unenforceable, such invalidity or
unenforceability will not invalidate or render unenforceable the
remainder of this Agreement, but rather the entire Agreement will be
construed as if not containing the particular invalid or unenforceable
provision or provisions, and the rights and obligations of the parties
will be construed and enforced accordingly. The parties acknowledge
that if any provision of this Agreement is determined to be invalid or
unenforceable, it is their desire and intention that such provision be
reformed and construed in such manner that it will, to the maximum
extent practicable, be deemed to be valid and enforceable.
(e) THIRD PARTIES. Except as set forth or referred to in this
Agreement, nothing in this Agreement is intended or will be construed
to confer upon or give to any party other than the parties to this
Agreement and their successors and permitted assigns, if any, any
rights or remedies under or by reason of this Agreement.
(f) ASSIGNMENT. Neither this Agreement nor any rights or
obligations under this Agreement may be assigned or delegated without
the written consent of the other parties to this Agreement.
(g) SURVIVAL. The representations and warranties contained
in this Agreement will survive the consummation of the transactions
contemplated by this Agreement.
(h) FURTHER ASSURANCES. Each party to this Agreement agrees
to take such further action and execute and deliver such other
documents as may be reasonably necessary to effectuate the intent of
this Agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective as of the date first above written.
U.S. RESTAURANT PROPERTIES, INC.
By:
------------------------------------
Name:
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Title:
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U.S. RESTAURANT PROPERTIES MASTER L.P.
By: QSV Properties, Inc.,
its managing general partner
By:
------------------------------------
Name:
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Title:
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U.S. RESTAURANT PROPERTIES OPERATING L.P.
By: QSV Properties, Inc.,
its managing general partner
By:
------------------------------------
Name:
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Title:
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QSV PROPERTIES, INC.
By:
------------------------------------
Name:
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Title:
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