EXHIBIT 4.9
REGISTRATION RIGHTS AGREEMENT
This Agreement (the "Agreement") is made as of the _______ day of
___________________, 1997, by U. S. RESTAURANT PROPERTIES MASTER L.P., a
Delaware limited partnership ("USRP") and _________________________________, a
_________________ limited partnership ("Holder").
RECITALS:
Holder received _____ units of limited partnership interest in USRP
("Units") pursuant to the Contribution Agreement between Holder, USRP and U.S.
Restaurant Properties Operating L.P. dated as of December 18, 1996; and
USRP has agreed to register Holder's Units under certain circumstances.
NOW, THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby expressed, the parties hereto agree as follows:
1. If, from time to time during the period three (3) years from the
closing date (the "Registration Period"), USRP determines to effect a
registration under the Securities Act of 1933, as amended (the "1933 Act") in
connection with the public offering of Units for cash proceeds payable to USRP
or to any Unit holder ("Offering Shares"), then USRP shall give prompt written
notice ("Registration Notice") to the Holder of USRP's intent to proceed with
such registration and offering of the Offering Shares. No provision of this
Agreement shall create, or shall be construed as creating, any obligation of
USRP to (i) proceed with any public offering during the Registration Period, or
(ii) maintain the effectiveness of any registration statement registering
Offering Shares for any period of time.
2. If within fifteen (15) days (the "Final Request Date") after the
receipt of the Registration Notice, Holder shall deliver to USRP a written
request to have some or all of its Units in USRP included in the registration,
then USRP shall cause to be registered under the 1933 Act the number of Units so
requested in accordance with this Agreement (the "Piggyback Shares"). The Holder
shall not be entitled to proceed with a registration and offering of the
Piggyback Shares unless USRP proceeds with the registration and offering of the
Offering Shares. If Holder declines to participate in the offering, USRP shall
have no further registration obligation with respect to Holder.
3. The underwriter(s), investment banker(s) and/or managers(s) for any
offering pursuant to this Agreement shall be selected by USRP in its sole
discretion. If the registration involves an underwritten offering, all
participating interest holders must sell their Piggyback Shares to the
underwriters selected by USRP on the same terms and conditions as apply to
Holder and any other selling interest holder with such differences, including
any with respect to indemnification and liability insurance, as may be usual and
customary in combined primary and secondary offerings. If the managing
underwriter of the public offering of Offering Shares proposed to be registered
by USRP or by another interest holder in USRP having been granted registration
rights by USRP advises USRP in writing that marketing factors requires a
limitation of the number of secondary shares to be underwritten, then the number
of Units owned by Holder to be included in such registration statement and the
number of Units in USRP to be included in such registration statement by any
other interest holder in USRP having been granted registration rights by USRP
before or after the date of this Agreement other than Holder (collectively
"Registration Rights Interest Holders") shall be limited, pro rata, based on a
fraction, the numerator of which shall be the number of Units in USRP that
Holder shall have requested to be registered, or in the case of Registration
Rights Interest Holders, the number of Units that such Registration Rights
Interest Holders shall have requested to be registered, and the denominator of
which shall be the total number of Units in USRP requested to be registered by
Holder and Registration Rights Interest Holders. It is the intention of the
parties that the Piggyback or incidental registration rights of Holder shall be
pari passu with any "piggyback" or incidental registration rights of any
Registration Rights Interest Holder.
4. Notwithstanding Sections 1 through 3 hereof, USRP shall effect a
registration of Holder's Units under the 1933 Act (the "Demand Shares") within
270 days after the date of this Agreement. Holder shall cooperate with USRP in
effecting such registration.
5. USRP shall pay all expenses incurred in the registration of the
Offering Shares, Piggyback Shares and the Demand Shares.
HOLDER:
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By:
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Name:
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Its: General Partner
U. S. RESTAURANT PROPERTIES MASTER L.P.
By: U. S. RESTAURANT PROPERTIES, INC.
By:
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Name:
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Its:
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