0001193125-04-041966 Sample Contracts

SEVERANCE AND CHANGE IN CONTROL AGREEMENT
Severance and Change in Control Agreement • March 15th, 2004 • U S Restaurant Properties Inc • Real estate investment trusts • Texas

This Severance and Change in Control Agreement (this “Agreement”) is made and entered into as of this 1st day of January, 2004, by and between U.S. Restaurant Properties, Inc., a Maryland corporation (the “Company”), and Stacy M. Riffe (“Executive”). Unless defined elsewhere in this Agreement, all initial capitalized terms shall have the meanings set forth in Section 7 of this Agreement.

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FIRST AMENDMENT TO TERM LOAN AGREEMENT AND CREDIT DOCUMENTS
Term Loan Agreement • March 15th, 2004 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina

This FIRST AMENDMENT TO TERM LOAN AGREEMENT AND CREDIT DOCUMENTS (this “Agreement” or this “First 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 (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”; 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

EMPLOYMENT AGREEMENT
Employment Agreement • March 15th, 2004 • U S Restaurant Properties Inc • Real estate investment trusts • Texas

THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of July 1, 2003, by and between U.S. Restaurant Properties, Inc., a Maryland corporation (the “Company”), and Robert J. Stetson (the “Executive”).

FIRST AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT DATED AS OF AUGUST 1, 2001
Property Management Agreement • March 15th, 2004 • U S Restaurant Properties Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO AMENDED AND RESTATED PROPERTY MANAGEMENT AGREEMENT (the “First Amendment”) is entered into effective December 31, 2003, by and between USRP FUNDING 2001-A, L.P., a Delaware Limited Partnership (“Issuer”), HUDSON ADVISORS, LLC, a Delaware limited liability company, (“Master Servicer and Back-Up Servicer”), U.S. RESTAURANT PROPERTIES OPERATING L.P. a Delaware limited partnership (“Property Manager and Special Servicer” hereinafter referred to as “USRPO”) and WELLS FARGO BANK MINNESOTA, N.A. a national banking association, (the “Indenture Trustee” and “Grantor Trust Trustee”).

LOAN AGREEMENT
Loan Agreement • March 15th, 2004 • U S Restaurant Properties Inc • Real estate investment trusts • Hawaii

THIS is an agreement (the “Agreement”) made as of December 8, 2003 by and between FIRST HAWAIIAN BANK, a Hawaii corporation, as lender (the “Lender”), and USRP (HAWAII), LLC, a Texas limited liability company, USRP (BOB), LLC, a Texas limited liability company, and FUEL SUPPLY, INC., a Texas corporation, jointly and severally, as borrower (individually and collectively, the “Borrower”).

FIRST AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS
Credit Agreement • March 15th, 2004 • U S Restaurant Properties Inc • Real estate investment trusts • North Carolina

This FIRST AMENDMENT TO CREDIT AGREEMENT AND CREDIT DOCUMENTS (this “Agreement” or this “First 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 (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”; 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 Su

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