SECURITY AGREEMENT By NPC INTERNATIONAL, INC., as Parent Borrower and THE OTHER PLEDGORS PARTY HERETO and BARCLAYS BANK PLC, as Collateral Agent Dated as of December 28, 2011Security Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
This SECURITY AGREEMENT dated as of December 28, 2011 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by NPC INTERNATIONAL, INC., a Kansas corporation (“Parent Borrower”), NPC OPERATING COMPANY A, INC., a Kansas corporation, and NPC OPERATING COMPANY B, INC., a Kansas corporation (each a “Subsidiary Borrower” and together with the Parent Borrower, the “Borrowers”), NPC ACQUISITION HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), and the other Guarantors from time to time party hereto, in each case, as pledgors, assignors and debtors (the Borrowers, together with Holdings and the other Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of BARCLAYS BANK PLC, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured par
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 28, 2012 Among NPC INTERNATIONAL, INC., as Parent Borrower, NPC OPERATING COMPANY A, INC. and NPC OPERATING COMPANY B, INC., as Subsidiary Borrowers NPC ACQUISITION HOLDINGS, LLC and THE OTHER...Credit Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 28, 2012 is among NPC INTERNATIONAL, INC., a corporation formed under the laws of the State of Kansas (the “Parent Borrower”); NPC OPERATING COMPANY A, INC., a corporation formed under the laws of the State of Kansas, and NPC OPERATING COMPANY B, INC., a corporation formed under the laws of the State of Kansas (each, a “Subsidiary Borrower”), NPC ACQUISITION HOLDINGS, LLC, a limited liability company formed under the laws of the State of Delaware (“Holdings”); the other Guarantors party hereto; each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a “Lender” and, collectively, the “Lenders”); and BARCLAYS BANK PLC (in its individual capacity, “Barclays”), as administrative agent (in such capacity, together with its successors, the “Administrative Agent”) and collateral agent (in such capacity, together with its s
NPC International, Inc. NPC Operating Company A, Inc. NPC Operating Company B, Inc. Registration Rights AgreementRegistration Rights Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
In connection with the acquisition (the “Acquisition”) of NPC Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), by NPC International Holdings, Inc., a Delaware corporation (“Holdings”), pursuant to the purchase and sale agreement by and among Parent, Holdings, the selling stockholders and other parties thereto, dated November 6, 2011, as amended, NPC International, Inc. (“NPC”) , NPC Operating Company A, Inc. (“NPC Op Co A”) and NPC Operating Company B, Inc. (“NPC Op Co B,” and together with NPC and NPC Op Co A, the “Issuers”) have issued and sold to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein), an aggregate of $190,000,000 in principal amount of their 10.500% Senior Notes due 2020 (the “Notes”), which are unconditionally guaranteed on a senior unsecured basis by the Guarantor (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a conditi
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • Kansas
AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”), is made as of December 28, 2011, by MERRILL LYNCH GLOBAL PRIVATE EQUITY, INC. (the “Sellers’ Representative”) and NPC INTERNATIONAL HOLDINGS, INC. (the “Purchaser”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places
This Advisory Services Agreement (this “Agreement”) is made and entered into as of December 28, 2011 (the “Effective Date”), by and among NPC International Holdings, Inc., a Delaware corporation (“Parent”), NPC International, Inc. (the “Company”) and Olympus Advisors V LLC, a Delaware limited liability company (“Olympus”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 28, 2012 (this “Amendment”), among NPC INTERNATIONAL, INC., a corporation formed under the laws of the State of Kansas (the “Parent Borrower”); NPC OPERATING COMPANY A, INC., a corporation formed under the laws of the State of Kansas, and NPC OPERATING COMPANY B, INC., a corporation formed under the laws of the State of Kansas (each, a “Subsidiary Borrower”), NPC ACQUISITION HOLDINGS, LLC, a limited liability company formed under the laws of the State of Delaware (“Holdings”); each of the lenders that is a signatory hereto; and BARCLAYS BANK PLC (in its individual capacity, “Barclays”), as administrative agent (in such capacity, together with its successors, the “Administrative Agent”).
INVESTMENT AGREEMENTInvestment Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • Delaware
THIS INVESTMENT AGREEMENT (this “Agreement”) is made as December 28, 2011 by and among (i) NPC International Holdings, Inc., a Delaware corporation (the “Company”), (ii) Olympus Growth Fund V, L.P. (“Olympus”), Olympus Executive Fund II, L.P. (“Executive Fund”) and Olympus-1133 West Co-Investment Fund, L.P. (together with Olympus and Executive Fund, the “Olympus Purchasers”) and (iii) each of the Persons set forth under the heading “Other Purchasers” on Schedule 1 attached hereto (the “Other Purchasers” and together with the Olympus Purchasers, the “Purchasers”). Capitalized terms used, but not otherwise defined herein, have the meaning given to such terms in the Acquisition Agreement (as defined below).
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NPC ACQUISITION HOLDINGS, LLCLimited Liability Company Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NPC Acquisition Holdings, LLC, a Delaware limited liability company (the “Company”), is made as of December 28, 2011, by NPC International Holdings, Inc., a Delaware corporation (the “Initial Member” and together with any party hereafter admitted as a member of the Company in accordance with the terms hereof, the “Members”).
ESCROW AGREEMENTEscrow Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
THIS ESCROW AGREEMENT (this “Escrow Agreement”), dated as of December 28, 2011, is made by and among NPC International Holdings, Inc., a Delaware corporation (“Purchaser”), Merrill Lynch Global Private Equity, Inc. (“Sellers’ Representative”), and Wells Fargo Bank, National Association, a national banking association, as escrow agent (the “Escrow Agent”). Capitalized terms used herein but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
PURCHASE AND SALE AGREEMENT by and among NPC ACQUISITION HOLDINGS, LLC, EACH OF THE SELLERS LISTED ON ANNEX I, NPC INTERNATIONAL HOLDINGS, INC. and, solely for purposes of Section 12.13, MERRILL LYNCH GLOBAL PRIVATE EQUITY, INC. Dated as of November...Purchase and Sale Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • New York
PURCHASE AND SALE AGREEMENT, dated as of November 6, 2011 (this “Agreement”), by and among NPC Acquisition Holdings, LLC, a Delaware limited liability company (“NPC”), each of the Persons listed on Annex I under the heading of “Seller” (each, a “Seller” and collectively, the “Sellers”), NPC International Holdings, Inc., a Delaware corporation (the “Purchaser”), and, solely for purposes of Section 12.13, Merrill Lynch Global Private Equity, Inc. (the “Sellers’ Representative”).
NPC INTERNATIONAL HOLDINGS, INC STOCK OPTION AGREEMENTStock Option Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • Delaware
This STOCK OPTION AGREEMENT (this “Agreement”) is made as of [ ], between NPC International Holdings, Inc., a Delaware corporation (the “Company”) and [ ] (“Optionee”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 3rd, 2012 • NPC Operating Co B, Inc. • Retail-eating places • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of November 6, 2011, among (i) NPC International Holdings, Inc., a Delaware corporation (the “Company”), (ii) Olympus Growth Fund V, L.P., a Delaware limited partnership (“Olympus”), Olympus-1133 West Co-Investment Fund, L.P., a Delaware limited partnership (“Olympus 1133”) and each of the other Persons listed on the attached Investor Schedule, as amended from time to time (together with Olympus and Olympus 1133, the “Investors”) and (iii) each of the other Persons listed on the attached Schedule of Other Stockholders, as amended from time to time (the “Other Stockholders”), and shall become effective as set forth in Section 28. The Investors and the Other Stockholders are collectively referred to as the “Stockholders.” Unless otherwise indicated, capitalized terms used herein are defined in Section 14 hereof.
