<PAGE> 1
As filed with the Securities and Exchange Commission on March 30, 1998
Registration No. 333-______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
U.S. RESTAURANT PROPERTIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
MARYLAND 75-2687420
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
5310 HARVEST HILL ROAD 75230
SUITE 270 (Zip Code)
DALLAS, TEXAS
(Address of Principal Executive Offices)
U.S. RESTAURANT PROPERTIES, INC. OPTION PLAN
(Full Title of the Plan)
ROBERT J. STETSON
U.S. RESTAURANT PROPERTIES, INC.
5310 HARVEST HILL ROAD
SUITE 270
DALLAS, TEXAS 75230
(Name and Address of Agent For Service)
(972) 387-1487
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
KENNETH L. BETTS
WINSTEAD SECHREST & MINICK P.C.
1201 ELM STREET
SUITE 5400
DALLAS, TEXAS 75270
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of Proposed Proposed
Securities to be Amount Maximum Maximum
Registered to be Offering Price Aggregate Amount of
Registered Per Share(1) Offering Price(1) Registration Fee(2)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 450,000 Shares $27.44 $12,348,000 $3,643
value $.01 par share
================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee.
(2) Pursuant to Rule 457(h) of the Securities Act of 1933, as amended, the
registration fee has been calculated based on the average of the high
and low prices of the Registrant's common stock on March 25, 1998 (as
reported on the New York Stock Exchange).
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
1. PLAN INFORMATION.*
2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
- ---------------
* Information required by Part I of Form S-8 to be contained in a
prospectus meeting the requirements of Section 10(a) of the Securities
Act of 1933 is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below hereby are incorporated by reference into
this registration statement on Form S-8 (the "Registration Statement"). All
documents subsequently filed by U.S. Restaurant Properties, Inc. (the
"Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this
Registration Statement and before the filing of a post-effective amendment to
the Registration Statement which indicates that all shares of the Company's
common stock offered hereunder have been sold or which deregisters all such
shares then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997; and
2. The description of the Company's common stock
contained in the registration statement on Form 8-A
under the Exchange Act filed by the Company with the
Commission on February 20, 1997.
ITEM 4. DESCRIPTION OF SECURITIES
Not required. The Registrant's Common Stock has been registered under
Section 12 of the Exchange Act.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended (the "Articles of
Incorporation"), provide certain limitations on the liability of the Company's
directors and officers for monetary damages to the Company. The Articles of
Incorporation obligate the Company to indemnify its directors and officers, and
permit the Company to indemnify its employees and other agents, against certain
liabilities incurred in connection with their service in such capacities.
These provisions could reduce the legal remedies available to the Company and
the stockholders against these individuals.
The Articles of Incorporation require the Company to indemnify (a) the
Company's directors and officers whether serving the Company or at its request
any other entity who have
II-1
<PAGE> 4
been successful, on the merits or otherwise, in the defense of a proceeding to
which he was made a party by reason of his service in that capacity, against
reasonable expenses incurred by him in connection with the proceeding unless it
is established that (i) his act or omission was material to the matter giving
rise to the proceeding and was committed in bad faith or was the result of
active and deliberate dishonesty, (ii) he actually received an improper
personal benefit in money, property or services or (iii) in the case of a
criminal proceeding, he had reasonable cause to believe that his act or
omission was unlawful and (b) other employees and agents of the Company to such
extent as shall be authorized by the Board of Directors or the Company's Bylaws
and be permitted by law. In addition, the Articles of Incorporation require
the Company to pay or reimburse, in advance of the final disposition of a
proceeding, reasonable expenses incurred by a director or officer who is a
party to a proceeding under procedures provided for under the Maryland General
Corporation Law (the "MGCL"). The Company's Bylaws also permit the Company to
provide such other and further indemnification or payment or reimbursement of
expenses as the Board of Directors deems to be in the interest of the Company
and as may be permitted by the MGCL for directors, officers and employees of
Maryland corporations.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
5.1 Opinion of Winstead Sechrest & Minick P.C. regarding the
legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Winstead Sechrest & Minick P.C. (included as part
of Exhibit 5.1).
24.1 Power of Attorney (See Page II-5 of this Registration
Statement).
99.1 U.S. Restaurant Properties, Inc. Option Plan.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-2
<PAGE> 5
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Securities Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by
II-3
<PAGE> 6
a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on March 30, 1998.
U.S. RESTAURANT PROPERTIES, INC.
By: /s/ Robert J. Stetson
--------------------------------------
Name: Robert J. Stetson
Title: Chief Executive Officer
and President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert J. Stetson and Michael D.
Warren, or either of them, his true and lawful attorney-in-fact and agent, with
full power of substitution, for him and on his behalf and in his name, place
and stead, in any and all capacities, to sign, execute, and file any and all
documents relating to this Registration Statement, including any and all
amendments, post-effective amendments, abbreviated registration statements
pursuant to Rule 462 under the Securities Act of 1933, exhibits and supplements
thereto, with any regulatory authority, granting unto said attorneys, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as the undersigned
might or could do if personally present, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Robert J. Stetson Chief Executive Officer, President, March 30, 1998
- ------------------------------ and Director (Principal Executive
Robert J. Stetson Officer)
/s/ Fred H. Margolin Chairman of the Board, Secretary March 30, 1998
- ----------------------------- and Director
Fred H. Margolin
/s/ Michael D. Warren Director of Finance March 30, 1998
- ---------------------------- (Principal Financial Officer and
Michael D. Warren Principal Accounting Officer)
/s/ Gerald G. Graham Director March 30, 1998
- -----------------------------
Gerald G. Graham
/s/ Darrel L. Rolph Director March 30, 1998
- ----------------------------
Darrel L. Rolph
/s/ David K. Rolph Director March 30, 1998
- ----------------------------
David K. Rolph
/s/ Eugene G. Taper Director March 30, 1998
- ---------------------------
Eugene G. Taper
</TABLE>
II-5
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially Numbered
Exhibit Number Description Pages
-------------- ----------- -----
<S> <C>
5.1 Opinion of Winstead Sechrest &
Minick P.C. regarding the
validity of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Winstead Sechrest &
Minick P.C. (included as part of
Exhibit 5.1).
24.1 Power of Attorney (See Page II-5
of this Registration Statement).
99.1 U.S. Restaurant Properties, Inc.
Option Plan.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[WINSTEAD SECHREST & MINICK LETTERHEAD]
March 27, 1998
U.S. Restaurant Properties, Inc.
5310 Harvest Hill Road
Suite 270
Dallas, Texas 75230
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to U.S. Restaurant Properties, Inc., a
Maryland corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 ("Registration Statement"), filed with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"), and the issuance of 450,000 shares
of the Company's common stock (the "Securities"), pursuant to the Registration
Statement.
In this capacity, we have examined the Company's charter and bylaws,
the proceedings of the Board of Directors of the Company relating to the
issuance of the Securities and such other statutes, certificates, instruments
and documents relating to the Company and matters of law as we have deemed
necessary to the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Securities to
be issued by the Company pursuant to the Registration Statement have been duly
authorized and, when issued as contemplated in the Registration Statement and
the Option Plan (the "Plan"), filed as an exhibit thereto, against receipt of
the purchase price provided for in the Plan, will be validly issued, fully paid
and nonassessable.
The opinion expressed herein is as of the date hereof and is based on
the assumptions set forth herein and the laws and regulations currently in
effect, and we do not undertake and hereby disclaim any obligations to advise
you of any change with respect to any matter set forth herein. To the extent
that the opinion set forth herein is governed by laws other than the federal
laws of the United States, our opinion is based solely upon our review of the
General Corporation Law of the State of Maryland and upon certificates from
public officials or governmental offices of
<PAGE> 2
U.S. Restaurant Properties, Inc.
March 27, 1998
Page 2
such state. We express no opinion as to any matter other than as expressly set
forth herein, and no opinion is to, or may, be inferred or implied herefrom.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to us under the heading "Legal
Matters" in the Prospectus contained therein. In giving our consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Kenneth L. Betts
----------------------------------------
KLB/dds
Enclosures
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
U.S. Restaurant Properties, Inc. on Form S-8 of our report dated March 19,
1998, appearing in the Annual Report on Form 10-K of U.S. Restaurant
Properties, Inc. for the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Dallas, Texas
March 30, 1998
<PAGE> 1
EXHIBIT 99.1
OPTION AGREEMENT
This Option Agreement (this "Agreement"), dated as of March 24, 1995,
is between U.S. Restaurant Properties Master L.P., a Delaware limited
partnership (the "Partnership"), and QSV Properties Inc., a Delaware
corporation that is the Managing General Partner of the Partnership (the
"Managing General Partner").
RECITALS
WHEREAS, Section 5.05(a) of the Second Amended and Restated Agreement
of Limited Partnership of the Partnership (the "Partnership Agreement")
provides that the Partnership may grant options to purchase units of limited
partnership in the Partnership (the "Units") to the Managing General Partner
upon the approval by a Majority Vote of the Limited Partners (as defined in the
Partnership Agreement);
WHEREAS, at a special meeting of the Partnership's limited partners on
March 17, 1995, the limited partners approved by a Majority Vote of the Limited
Partners the issuance of options to the Managing General Partner to purchase
400,000 Units; and
WHEREAS, in consideration of the Managing General Partner's efforts in
connection with the approval by the limited partners of the Partnership of
amendments to the Partnership Agreement and the additional efforts that it will
expend to expand the Partnership's business and opportunities as contemplated
under the Partnership Agreement, the Partnership desires to grant options to
the Managing General Partner to purchase 400,000 Units, upon the terms and
conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
PART II
OPTIONS
SECTION 2.1 GRANT OF THE OPTIONS. The Partnership hereby grants
to the Managing General Partner options (the "Options") to purchase 400,000
Units at an exercise price of $15.50 per Unit (the "Exercise Price").
SECTION 2.2 VESTING. Unless otherwise accelerated pursuant to
Section 1.5 hereof, the Options will vest in full and become exercisable on
March 24, 1996.
SECTION 2.3 EXERCISE. Subject to Sections 1.2 and 1.5, the
Options shall only be exercisable during the period beginning at 9:00 a.m.
Central Time on March 24, 1996 and ending at 5:00 p.m. Central Time on March
24, 2006 (the "Exercise Period"). During the Exercise Period, the Managing
General Partner may exercise any or all of the Options granted under this
<PAGE> 2
Agreement. Following any such exercise, this Agreement shall remain in effect
with respect to any remaining unexercised Options. To exercise any Options,
the Managing General Partner must deliver to the Partnership a written notice
of such exercise (a "Notice of Exercise"), which notice must specify the number
of Options exercised and the aggregate Exercise Price for the Units to be
issued. Along with the Notice of Exercise, the Managing General Partner shall
pay such aggregate Exercise Price to the Partnership by delivery of cash or a
cashier's check payable to the Partnership.
SECTION 2.4 INVESTMENT REPRESENTATION AND WARRANTY. The Managing
General Partner hereby represents and warrants to the Partnership that the
Managing General Partner (a) is experienced in the evaluation of businesses
similar to the Partnership, (b) is able to fend for itself in the transactions
contemplated by this Agreement, (c) has such knowledge, skill and experience in
financial, investment and business matters as to be capable of evaluating the
merits and risks of exercising the Options, (b) has the ability to bear the
economic risks of exercising the Options, and (e) has reviewed all financial
and other information that it considers necessary to evaluate an investment in
the Units.
SECTION 2.5 CEASING TO SERVE AS MANAGING GENERAL PARTNER.
(a) In the event the Managing General Partner is removed
as a General Partner pursuant to Section 14.02 of the Partnership
Agreement, the Options shall immediately vest in full (if not already
vested) and shall be exercisable in the manner described in Section
1.3 hereof for a period of six (6) months from the date of such
ceasing to serve; provided, however, that in no event shall the
Options be exercisable after 5:00 p.m. Central Time on March 24,
2006. Upon the earlier of (i) the expiration of such six-month period
or (ii) March 25, 2006, the Options shall terminate and shall no
longer be exercisable.
(b) In the event the Managing General Partner voluntarily
withdraws from the Partnership pursuant to Section 14.01 of the
Partnership Agreement or pursuant to Section 17-602(a) of the Delaware
Revised Uniform Limited Partnership Act in violation of Section 14.01
of the Partnership Agreement, upon such voluntary withdrawal the
Options shall terminate, shall not vest (if not already vested), and,
if already vested, shall no longer be exercisable.
(c) In the event the Managing General Partner ceases to
serve as the Managing General Partner for a reason other than those
described in Sections 1.5(a) or (b) hereof, such ceasing to serve
shall not affect vesting of the Options pursuant to Section 1.2 hereof
or the Managing General Partner's right to exercise the Options
pursuant to Section 1.3 hereof.
SECTION 2.6 ADJUSTMENTS. Each Option shall entitle the Managing
General Partner to purchase one Unit. If subsequent to the date hereof an
Adjustment Event (as hereinafter defined) occurs, then any unexercised Options
existing at that time shall be converted into the right to purchase the number
of Units or other securities that would have been received by a holder of the
number of Units for which such unexercised Options could have been exercised
immediately before such Adjustment Event. Corresponding adjustments shall also
then be made to: (a) the
- 2 -
<PAGE> 3
number of unexercised Options so that such number equals the new number of
Units or other securities for which they are exercisable, and (b) the Exercise
Price so that the aggregate Exercise Price for the unexercised Options
immediately before the Adjustment Event equals the aggregate Exercise Price for
the unexercised Options immediately after such event. If pursuant to this
Section 1.6 the Options become exercisable into securities other than Units,
references in this Agreement to the Units shall after the Adjustment Event
refer to such securities. The term "Adjustment Event" shall mean any
combination or before the Adjustment Event equals the aggregate Exercise Price
for the unexercised Options immediately after such event. If pursuant to this
Section 1.6 the Options become exercisable into securities other than Units,
references in this Agreement to the Units shall after the Adjustment Event
refer to such securities. The term "Adjustment Event" shall mean any
combination or split-up of the Units, or any required exchange of the Units for
another security, whether pursuant to the consolidation, merger,
recapitalization, reclassification, or reorganization of the Partnership or
otherwise.
SECTION 2.7 NO UNITHOLDER RIGHTS. The Managing General Partner
shall not be considered the holder of any Units issuable upon exercise of the
Options until the Partnership has properly issued them upon the exercise of the
respective Options in accordance with this Agreement. The Managing General
Partner shall therefore not be entitled to receive any distributions on such
Units or to vote them until such issuance.
SECTION 2.8 TRANSFERABILITY. The Options are not transferable
except by operation of law pursuant to a consolidation, merger,
recapitalization or reorganization of the Managing General Partner. Any
transferee of the Managing General Partner's rights under this Agreement and
any transferee of any of the Options pursuant to this Section 1.7 shall be
subject to the terms and provisions of this Agreement as if such transferee was
the Managing General Partner.
PART III
RESTRICTIONS
SECTION 3.1 PROHIBITIONS ON EXERCISE. Notwithstanding anything
to the contrary in this Agreement, the Partnership shall not be required to
issue any Units upon an exercise of the Options until: (a) the Partnership has
listed the Units to be issued or the related depository receipts on the stock
exchanges, the National Market System (the "National Market System") of the
National Association of Securities Dealers Automated Quotation System (the
"NASDAQ System"), or the NASDAQ System, respectively, upon which the Units or
the related depository receipts are then listed, and (b) the Partnership
believes that such issuance will not violate any federal, state, or other
securities law. Upon execution of this Agreement, the Partnership will use
reasonable efforts to list the Units to be issued or the related depository
receipts on the stock exchanges, the National Market System, or the NASDAQ
System, respectively, upon which the Units are then listed.
SECTION 3.2 RESTRICTED SECURITIES. The Managing General Partner
acknowledges that neither the issuance of the Options nor the Units issuable
upon their exercise will be registered under any federal, state, or other
securities law, and that they will therefore be "restricted securities" under
Rule 144 under the Securities Act.
- 3 -
<PAGE> 4
SECTION 3.3 SECTION 16 RESTRICTIONS. Except as permitted without
violating Section 16 of the Securities and Exchange Act of 1934, as amended,
and the rules promulgated thereunder, the Managing General Partner represents
and warrants to the Partnership that the Managing General Partner has not sold
any Units during the six month period immediately preceding the date hereof.
PART IV
GENERAL
SECTION 4.1 AMENDMENT. No amendment or modification of any of
the provisions of this Agreement shall be effective unless in writing and
signed by both the Partnership and the Managing General Partner.
SECTION 4.2 ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement and understanding between the Partnership and the Managing
General Partner with respect to the Options and supersedes all prior agreements
and understandings, both written and oral, with respect to the Options.
SECTION 4.3 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND
INTERPRETED ACCORDING TO, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE,
REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER THE APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW THEREOF.
SECTION 4.4 NOTICES. All notices and other communications in
connection with this Agreement shall be in writing and shall be considered
delivered only upon the recipient's actual receipt of such notice or other
communication. Each party shall address such notices and other communications
to the other party at its address set forth below (or to such other address to
which such other party has notified such party in accordance with this Section
3.4 to send such notices or communications):
Partnership: U.S. Restaurant Properties Master L.P.
5310 Harvest Hill Road, Suite 270
Dallas, Texas 75230
Telephone No. (972) 387-1487
Facsimile No. (972) 490-9119
Managing General Partner: QSV Properties Inc.
5310 Harvest Hill Road, Suite 270
Dallas, Texas 75230
Telephone No. (972) 387-1487
Facsimile No. (972) 490-9119
SECTION 4.5 SEVERABILITY. Any provision of this Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability (but shall be construed and given effect to the extent
possible), without invalidating the remaining provisions of this Agreement or
affecting the validity or enforceability of such provision in any other
jurisdiction.
- 4 -
<PAGE> 5
SECTION 4.6 STATUS AS THE MANAGING GENERAL PARTNER. Neither this
Agreement nor the Options granted hereunder shall confer upon the Managing
General Partner the right to continue to serve as the Managing General Partner
of the Partnership.
SECTION 4.7 SUCCESSORS. This Agreement shall be binding upon and
shall inure to the benefit of each party hereto and its successors and
permitted transferees.
SECTION 4.8 PAYMENT OF WITHHOLDING TAX. In the event that the
Partnership determines that any federal, state or local tax or any other charge
is required by law to be withheld with respect to the exercise of the Options
granted hereby, the Managing General Partner shall, as an additional
requirement under Section 1.3 hereof, upon notice from the Partnership, pay to
the Partnership cash in an amount equal to such withholding tax or charge,
prior to the issuance of Units to the Managing General Partner and the
admission of the Managing General Partner as a partner of the Partnership with
respect to such Units, or otherwise make such arrangements for the payment of
such withholding tax as the Partnership, in its sole discretion, shall permit.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
U.S. RESTAURANT PROPERTIES
MASTER L.P.
By: QSV Properties, Inc., its Managing
General Partner
By: /s/ Robert J. Stetson
--------------------------------
Robert J. Stetson
President and Chief Executive
Officer
QSV PROPERTIES INC.
By: /s/ Robert J. Stetson
----------------------------------------
Robert J. Stetson
President and Chief Executive Officer
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