WITHDRAWAL AGREEMENT
This Withdrawal Agreement (this "Agreement") is dated as of October 15,
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 the date hereof
(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 fifth anniversary hereof,
to merge directly into the Company if, immediately prior to such merger, (i)
QSV's only assets consist of (A) shares of Common Stock, (B) Units or OP Units
that are convertible into or exchangeable for Common Stock, and (C) the
contingent right to receive the Contingent Share Consideration and (ii) QSV has
no liabilities. The stockholders of QSV would receive, in the merger, (i) a
number of shares of Common Stock equal to the sum of the number of shares of
Common Stock owned by QSV immediately prior to the merger and the number of
shares of Common Stock into which the Units or OP Units owned by QSV immediately
prior to the merger are exchangeable or convertible, and (ii) the contingent
right to receive the Contingent Share Consideration. The stockholders of QSV
would jointly and severally indemnify the Company against any losses that it
incurs as a result of liabilities or obligations of QSV for which the Company
becomes responsible. The merger would be conditioned on its being a tax-free
transaction to the Company and the merger having no other adverse consequences
to the Company including, but not limited to, any adverse tax or financial
accounting consequences.
- 2 -
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 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:
- 3 -
(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.
(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.
- 4 -
(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) 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,
- 5 -
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.
- 6 -
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.
- 7 -
(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
LAWS. THIS CERTIFICATE MAY NOT BE
- 8 -
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:
(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: Xxxx X. Xxxxxxxx
- 9 -
(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: Xxxxxx X. Xxxxxxx
(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: Xxxxxx X. Xxxxxxx
(iv) If to QSV:
QSV Properties, Inc.
0000 Xxxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Facsimile Transmission Number: (000) 000-0000
Attn: Xxxxxx X. Xxxxxxx
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 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
- 10 -
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.
- 11 -
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective
as of the date first above written.
U.S. RESTAURANT PROPERTIES, INC.
By: /s/ Xxxx X. Xxxxxxxx
---------------------------
Xxxx X. Xxxxxxxx
Chairman of the Board,
Treasurer and Secretary
U.S. RESTAURANT PROPERTIES MASTER L.P.
By: QSV Properties, Inc.,
its managing general partner
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer and
President
U.S. RESTAURANT PROPERTIES OPERATING
L.P.
By: QSV Properties, Inc.,
its managing general partner
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer and
President
QSV PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer and
President
DA970630151
030598 v15
- 12 -
