x < 1.50 .50% The Margin shall be adjusted, to the extent applicable, (i) 45 days (or, in the case of the last fiscal quarter of any fiscal year, 90 days) after the end of each fiscal quarter based on the Indebtedness to Pro Forma EBITDA Ratio as of...Revolving Credit Agreement • July 25th, 2000 • NPC International Inc • Retail-eating places
Pacific Mutual Life Insurance Company, et al. March 3, 1997 Page 5 March 3, 1997 Pacific Mutual Life Insurance Company 700 Newport Center Drive P. O. Box 9000 Newport Beach, California 92658-9000 Attention: Fixed Income Securities Department Pacific...Note Agreement • June 6th, 1997 • NPC International Inc • Retail-eating places
EXHIBIT 2-A AMENDMENT TO RECAPITALIZATION AGREEMENT THIS AMENDMENT TO RECAPITALIZATION AGREEMENT dated as of June 26, 1998 (the "Amendment"), among ROMACORP, INC., a Delaware corporation ("Company"), NPC INTERNATIONAL, INC., a Kansas corporation...Recapitalization Agreement • July 16th, 1998 • NPC International Inc • Retail-eating places • Delaware
a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners of such Person; or (b) to direct or cause the direction of the management and policies of such...Revolving Credit Agreement • June 6th, 1997 • NPC International Inc • Retail-eating places
Amendment to Assignment of and Blanket Amendment to Franchise Agreements On the 26th day of February, 1997, Pizza Hut, Inc. ("PHI") and NPC International, Inc. ("NPCI"), NPC Management, Inc. ("NPCM"), and NPC Restaurants LP ("NPCL") entered into an...Franchise Agreement • June 10th, 1998 • NPC International Inc • Retail-eating places
3. REPRESENTATIONS OF THE BUYER 15 3.1 ORGANIZATION, STANDING, POWER AND AUTHORITY 16 3.2 NO CONFLICT OF BREACH 16 3.3 CONSENTS 3.4 BROKERAGE AND FINDER'S FEES BROKERAGE AND FINDER'S FEES 17 3.5 OBLIGATIONS UNDER OTHER FRANCHISE AGREEMENTS 17Asset Sale Agreement • July 29th, 1999 • NPC International Inc • Retail-eating places
SECOND AMENDED AND RESTATED NOTENote • July 25th, 2000 • NPC International Inc • Retail-eating places
Exhibit (a)(2) FORM OF LETTER AGREEMENT AND CONSENTMerger Agreement • August 2nd, 2001 • NPC International Inc • Retail-eating places
Registration Rights Agreement Dated As of May 3, 2006 among NPC International, Inc. and The Guarantor Party Hereto Merrill Lynch, Pierce, Fenner & Smith Incorporated, andRegistration Rights Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • New York
This Registration Rights Agreement (the “Agreement”) is made and entered into this 3rd day of May, 2006, among NPC International, Inc., a Kansas corporation (the “Company”), the guarantor listed on the signature pages hereto (the “Guarantor” and together with the Company, the “Issuers”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and J. P. Morgan Securities Inc. as representatives (the “Representatives”) of the Initial Purchasers (collectively, the “Initial Purchasers”) listed on Schedule A to the Purchase Agreement (as defined below).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 5th, 2009 • NPC International Inc • Retail-eating places • Kansas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into by and between NPC International, Inc. (the “Company”), NPC Acquisition Holdings, LLC (“Holdings”) for the limited purposes of Sections 4.3, 10, 12, 15, 18 and 24 only, and James K. Schwartz (“Employee”), and is dated as of December 29, 2008.
ASSET SALE AGREEMENT By and Between NPC INTERNATIONAL, INC. and PIZZA HUT OF AMERICA, INC. and PIZZA HUT, INC. Dated as of November 3, 2008Asset Sale Agreement • December 9th, 2008 • NPC International Inc • Retail-eating places
ASSET SALE AGREEMENT, dated as of November 3, 2008 (this "Agreement"), is by and among Pizza Hut of America, Inc. and (the "Seller") and NPC International, Inc. (the "Buyer"), and Pizza Hut, Inc. (“PHI”).
ASSET PURCHASE AND SALE AGREEMENT BY AND AMONG NPC INTERNATIONAL, INC., PIZZA HUT OF AMERICA, INC. AND PIZZA HUT, INC. DATED DECEMBER 15, 2008Asset Purchase and Sale Agreement • January 20th, 2009 • NPC International Inc • Retail-eating places
THIS ASSET PURCHASE AND SALE AGREEMENT is made and entered into as of the 15th day of December, 2008, by and among PIZZA HUT OF AMERICA, INC., a Delaware corporation with its principal office located at 14841 Dallas Parkway, Dallas, Texas 75254 (“PHA”), PIZZA HUT, INC., a California corporation with its principal office located at 14841 Dallas Parkway, Dallas, Texas 75254 (“PHI”; and together with PHA, collectively, “PH”) and NPC INTERNATIONAL, INC., a Kansas corporation with its principal office located at 7300 W. 129th St., Overland Park, Kansas 66213 (“NPC”). This Asset Purchase and Sale Agreement, including all exhibits and schedules attached hereto, shall be referred to herein as the “Agreement”.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 2011 • NPC International Inc • Retail-eating places • Kansas
NPC INTERNATIONAL, INC.Master Guaranty • July 25th, 2000 • NPC International Inc • Retail-eating places • Texas
AMENDED AND RESTATED MASTER GUARANTY THIS AMENDED AND RESTATED MASTER GUARANTY ("Guaranty") dated as of June 20, 2000, is executed and delivered by NPC RESTAURANTS HOLDINGS, INC., NATIONAL CATERING COMPANY, INC., NPC RESTAURANTS, LP, NPC INTERNATIONAL, INC., SEATTLE RESTAURANT EQUIPMENT COMPANY, INC. and EACH OF THE PERSONS WHICH MAY BECOME A PARTY HERETO (individually, a "Guarantor" and, collectively, the "Guarantors"), to CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, a national banking association, ACTING AS ADMINISTRATIVE AGENT FOR THE RATABLE BENEFIT OF THE BANKS (in such capacity, together with its successors in such capacity, the "Agent"). ARTICLE 1. Section 1.1 Definitions. As used in this Guaranty, these terms shall have these respective meanings: Banks means the financial institutions which are now or hereafter become parties to the Credit Agreement. Company means NPC Management, Inc., a Delaware corporation, and its successors, assigns, trustees and receivers. Credit Agreement m
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • Kansas
AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • February 17th, 2009 • NPC International Inc • Retail-eating places
This Amendment to Asset Sale Agreement (the "Amendment") is executed effective as of February 12, 2009, by and between Pizza Hut of America, Inc., a Delaware corporation (“PHA”), Pizza Hut, Inc. (“PHI”; and together with PHA, the “Seller”) and NPC International, Inc., a Kansas corporation (the "Buyer").
January 1, 2003 PIZZA HUT, INC TERRITORY FRANCHISE AGREEMENTFranchise Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places
NPC INTERNATIONAL, INC. (a Kansas corporation) 9½% Senior Subordinated Notes due 2014 PURCHASE AGREEMENTPurchase Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • New York
MERRILL LYNCH & CO. J.P. MORGAN SECURITIES INC. c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated as Representatives of the several Initial Purchasers
SECOND AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • February 17th, 2009 • NPC International Inc • Retail-eating places
This Second Amendment to Asset Sale Agreement (the "Second Amendment") is executed effective as of February 16, 2009, by and between Pizza Hut of America, Inc., a Delaware corporation (“PHA”), Pizza Hut, Inc. (“PHI”; and together with PHA, the “Seller”) and NPC International, Inc., a Kansas corporation (the "Buyer").
ADVISORY AGREEMENTAdvisory Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • New York
This Advisory Agreement (this “Agreement”) is made and entered into as of May , 2006 (the “Effective Date”), by and among NPC International, Inc., a Kansas corporation (“Company”), NPC Acquisition Holdings, LLC, a Delaware limited liability company (“Parent”), and Merrill Lynch Global Partners, Inc., a Delaware corporation (“MLGP”).
NPC MANAGEMENT, INC. (assignee of NPC International, Inc.) up to $60,000,000 Senior Notes Amended and restated Master Shelf And Assumption Agreement _______________________________________________________ Dated effective as of March 26, 1997Master Shelf and Assumption Agreement • June 6th, 1997 • NPC International Inc • Retail-eating places • Kansas
March 10, 2009 Mr. Troy D. Cook Executive Vice President – Finance, Chief Financial Officer, Secretary and Treasurer NPC International, Inc.Employment Agreement • March 16th, 2009 • NPC International Inc • Retail-eating places
THE COMMON UNITS REPRESENTING LIMITED LIABILITY COMPANY INTERESTS (THE “INTERESTS”) OF NPC ACQUISITION HOLDINGS, LLC (THE “COMPANY”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, OR...Restricted Common Unit Agreement • August 6th, 2010 • NPC International Inc • Retail-eating places • Delaware
This Restricted Common Unit Bonus Award Agreement (the “Agreement”), effective as of the Date of Award set forth above, represents an Award of restricted Common Units (the “Restricted Common Units”) by NPC Acquisition Holdings, LLC, a Delaware limited liability company (the “Company”), to the Participant that is provided as an additional discretionary bonus pursuant to the Board of Directors’ authority under Section 4.2(b) of the Participant’s Amended and Restated Employment Agreement, dated as of December 29, 2008 (the “Employment Agreement”).
DISTRIBUTION AGREEMENTDistribution Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • Kentucky
This is a Distribution Agreement (this “Agreement”) entered into on January 5, 2004, to be effective as of December 01, 2004 (the “Effective Date”) between McLane Foodservice, Inc. (“Distributor”) and NPC International, Inc., acting on behalf of itself and all of its affiliates listed on Annex C to this Agreement (“Buyer”).
SECOND AMENDED AND RESTATED SWINGLINE NOTESwingline Note • July 25th, 2000 • NPC International Inc • Retail-eating places
ARTICLE 1. PURCHASE, SALE AND TERMS OF STOCK AND DEBT SECURITIESRecapitalization Agreement • May 8th, 1998 • NPC International Inc • Retail-eating places • Delaware
AGREEMENT AND PLAN OF MERGER DATED AS OF MAY 10, 2001 BY AND BETWEEN MERGECO, INC., A KANSAS CORPORATION AND NPC INTERNATIONAL, INC., A KANSAS CORPORATIONMerger Agreement • May 18th, 2001 • NPC International Inc • Retail-eating places • Kansas
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of May 10, 2001, is by and between MERGECO, INC., a Kansas corporation ("Mergeco"), and NPC INTERNATIONAL, INC ., a Kansas corporation (the "Company").
March 10, 2009 Mr. James K. Schwartz Chairman of the Board, President,Employment Agreement • March 16th, 2009 • NPC International Inc • Retail-eating places
AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • December 9th, 2008 • NPC International Inc • Retail-eating places
This Amendment to Asset Purchase and Sale Agreement (the "Amendment") is executed effective as of December 8, 2008, by and between Pizza Hut of America, Inc., a Delaware corporation ("PHA"), Pizza Hut, Inc., a California corporation (“PHI”; and together with PHA, “PH”) and NPC International, Inc., a Kansas corporation (“NPC”).
PIZZA HUT NATIONAL PURCHASING COOP, INC. MEMBERSHIP SUBSCRIPTION AND COMMITMENT AGREEMENT This is a Membership Subscription and Commitment Agreement (the "Agreement") between the Pizza Hut National Purchasing Coop, Inc. (the "Pizza Hut Coop") and the...Membership Subscription and Commitment Agreement • May 28th, 1999 • NPC International Inc • Retail-eating places
PARTICIPANT DISTRIBUTION JOINDER AGREEMENTParticipant Distribution Joinder Agreement • November 8th, 2010 • NPC International Inc • Retail-eating places • Kentucky
By executing this Participant Distribution Joinder Agreement (this “Participant Joinder Agreement”) effective this 11th day of August, 2010 (the “Effective Date”), the undersigned operator (“Participant”) is entitled to all rights and privileges, and agrees to be bound by the terms and conditions of that certain Master Distribution Agreement, effective as of January 1, 2011 by and between Unified Foodservice Purchasing Co-op, LLC (“UFPC”) and McLane Foodservice, Inc. (“Distributor”) and attached hereto as Attachment 1 (the “Master Agreement”) as well as by the terms and conditions of this Participant Joinder Agreement. Terms used and not otherwise defined in this Participant Joinder Agreement shall have the meanings given to such terms in the Master Agreement.
AMENDMENT TO ASSET SALE AGREEMENTAsset Sale Agreement • December 9th, 2008 • NPC International Inc • Retail-eating places
This Amendment to Asset Sale Agreement (the "Amendment") is executed effective as of December 8, 2008, by and between Pizza Hut of America, Inc., a Delaware corporation (the "Seller"), NPC International, Inc., a Kansas corporation (the "Buyer") and Pizza Hut, Inc. ("PHI").
HAWK-EYE INTERESTS PURCHASE AGREEMENTHawk-Eye Interests Purchase Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • Kansas
HAWK-EYE INTERESTS PURCHASE AGREEMENT, dated as of May 3rd, 2006 (this “Agreement”), between NPC International, Inc., a Kansas corporation (“NPCI”), Oread Capital Partners, LLC, a Kansas limited liability company (“Oread Capital”), and Troy D. Cook (“Mr. Cook”).
PURCHASE AGREEMENT AND ESCROW INSTRUCTIONSPurchase Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • Maryland
This Purchase Agreement and Escrow Instructions (this “Agreement”), dated August , 2006 for reference purposes only, is made by and between NPC International, Inc., a Kansas corporation (“Seller”), and Realty Income Corporation, a Maryland corporation (“Buyer”), and is made with reference to the recitals set forth below, and constitutes (i) a contract of purchase and sale between the parties and (ii) escrow instructions to First American Title Insurance Company (the “Escrow Agent”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • Delaware
STOCK PURCHASE AGREEMENT, dated as of March 3, 2006, among Mr. O. Gene Bicknell (“Mr. Bicknell”) and the stockholders set forth in Exhibit A hereto (each, including Mr. Bicknell, a “Seller” and, collectively, the “Sellers”), NPC Acquisition Holdings, LLC, a Delaware limited liability company (the “Purchaser”), and NPC International, Inc., a Kansas corporation (the “Company”).
