CREDIT AGREEMENT Dated as of November 4, 2003 among U.S. RESTAURANT PROPERTIES OPERATING L.P. (“USRP Operating”), USRP FUNDING 2002-A, L.P. (the “General SPE”), USRP (S&C), LLC, a Texas limited liability company (“S&C”), USRP (JV1), LLC, a Texas...Credit Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina
THIS CREDIT AGREEMENT, dated as of November 4, 2003 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), is by and among U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership (“USRP Operating” or the “Principal Borrower”), USRP FUNDING 2002-A, L.P., a Texas limited partnership (the “General SPE”); USRP (S&C), LLC, a Texas limited liability company (“S&C”), USRP (JV1), LLC, a Texas limited liability company (“JV1”), USRP/HCI PARTNERSHIP 1, L.P., a Texas limited partnership (“HCI”), USRP HOLDING CORP., a Texas corporation (“USRP Holding”; and together with the Principal Borrower, the General SPE, JV1, HCI and S&C, the “Borrower”), USRP MANAGING, INC., a Delaware corporation and the general partner of USRP Operating, as a Guarantor (the “General Partner”), U.S. RESTAURANT PROPERTIES, INC., a Maryland corporation, as a Guarantor (“USRP REIT”), the Subsidiary Guarantors (as defined herein), the Lenders (as defined herein), BANK OF A
TERM LOAN CREDIT AGREEMENT Dated as of November 4, 2003 among U.S. RESTAURANT PROPERTIES OPERATING L.P. (“USRP Operating”), USRP FUNDING 2002-A, L.P. (the “General SPE”), USRP (S&C), LLC, a Texas limited liability company (“S&C”), USRP (JV1), LLC, a...Term Loan Credit Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina
THIS TERM LOAN CREDIT AGREEMENT, dated as of November 4, 2003 (as amended, modified, restated or supplemented from time to time, the “Credit Agreement”), is by and among U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership (“USRP Operating” or the “Principal Borrower”), USRP FUNDING 2002-A, L.P., a Texas limited partnership (the “General SPE”); USRP (S&C), LLC, a Texas limited liability company (“S&C”), USRP (JV1), LLC, a Texas limited liability company (“JV1”), USRP/HCI PARTNERSHIP 1, L.P., a Texas limited partnership (“HCI”), USRP HOLDING CORP., a Texas corporation (“USRP Holding”; and together with the Principal Borrower, the General SPE, JV1, HCI and S&C, the “Borrower”), USRP MANAGING, INC., a Delaware corporation and the general partner of USRP Operating, as a Guarantor (the “General Partner”), U.S. RESTAURANT PROPERTIES, INC., a Maryland corporation, as a Guarantor (“USRP REIT”), the Subsidiary Guarantors (as defined herein), the Lenders (as defined herein),
FIFTH AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTSPledge Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina
This FIFTH AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS (this “Agreement”) by and among U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership (“USRP Operating” or the “Principal Borrower”), USRP FUNDING 2002-A, L.P., a Texas limited partnership (the “General SPE); and together with USRP Operating, the “Existing Borrowers”), USRP (S&C), LLC, a Texas limited liability company (“S&C”), USRP HOLDING CORP., a Texas corporation (“USRP Holding”; and together with S&C, the “New Borrowers”; collectively, the Existing Borrowers and New Borrowers shall be referred to herein from time to time as the “Borrower”), USRP MANAGING, INC., a Delaware corporation and the general partner of USRP Operating, as a Guarantor (the “General Partner”), U.S. RESTAURANT PROPERTIES, INC., a Maryland corporation, as a Guarantor (“USRP REIT”), the Subsidiary Guarantors (as defined in the Credit Agreement referenced below), the Lenders (as defined in the Credit Agreement), BANK OF AMERICA, N.A
PLEDGE AGREEMENT [U.S. RESTAURANT PROPERTIES OPERATING, L.P. PLEDGE AGREEMENT]Pledge Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina
THIS PLEDGE AGREEMENT, dated as of November 4, 2003 (this “Pledge Agreement”) is made by (a) U.S. RESTAURANT PROPERTIES OPERATING, L.P., a Delaware limited partnership, as pledgor (in such capacity, the “Pledgor”), and (b) BANK OF AMERICA, N.A., in its capacity as Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in Section 1 hereof).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 4, 2003, among U.S. Restaurant Properties, Inc., a Maryland corporation (the “Parent”), USRP (JV1), LLC, a Texas limited liability company and wholly-owned subsidiary of the Parent (the “Company”), and Harbilan Corporation, a Florida corporation (collectively, including its successors and assigns, the “Purchaser”).
SIXTH AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTSCredit Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina
This SIXTH AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS (this “Agreement” or this “Sixth Amendment”) by and among U.S. RESTAURANT PROPERTIES OPERATING L.P., a Delaware limited partnership (“USRP Operating” or the “Principal Borrower”), USRP FUNDING 2002-A, L.P., a Texas limited partnership (the “General SPE”), USRP (S&C), LLC, a Texas limited liability company (“S&C”), USRP HOLDING CORP., a Texas corporation (“USRP Holding”; collectively, with the Principal Borrower, the General SPE and S&C, the “Borrower”; provided, that representations and warranties of the Borrower contained herein shall be deemed to be made by each of them), USRP MANAGING, INC., a Delaware corporation and the general partner of USRP Operating, as a Guarantor (the “General Partner”), U.S. RESTAURANT PROPERTIES, INC., a Maryland corporation, as a Guarantor (“USRP REIT”), the Subsidiary Guarantors (as defined in the Credit Agreement referenced below), the Lenders (as defined in the Credit Agreement), BANK OF AME
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 14th, 2003 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina
favor of the Collateral Agent and for the benefit of the Secured Parties; (ii) that certain Pledge and Security Agreement entered into by USRP Operating as of the date hereof in favor of the Collateral Agent and for the benefit of the Secured Parties; (iii) each of the “Security Documents” as defined in the Revolving Credit Agreement; and (iv) each of the “Security Documents” as defined in the Term Loan Agreement (collectively, the “Security Instruments”).
