Pacific Mutual Life Insurance Company, et al.
March 3, 1997
Page 5
March 3, 1997
Pacific Mutual Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
P. O. Box 9000
Newport Beach, California 92658-9000
Attention: Fixed Income Securities Department
Pacific Corinthian Life Insurance Company
000 Xxxxxxx Xxxxxx Xxxxx
P. O. Box 9000
Newport Beach, California 92658-9000
Attention: Fixed Income Securities Department
Lutheran Brotherhood
000 Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
RE: Amendment No. 3 to each of the three separate Note
agreements, dated as of May 15, 1992, as amended, and
entered into between NPC International, Inc., formerly
National Pizza Company (the "Company"), as the first party
thereto, and Pacific Mutual Life Insurance Company, Pacific
Corinthian Life Insurance Company and Lutheran Brotherhood,
respectively, as the second party thereto
Ladies and Gentlemen:
We refer to the Note Agreements described above as each may have
been amended through the date hereof, including those amendments
set forth in the letter agreements dated May 24, 1995 and May 29,
1996 (collectively, the "Existing Agreements"). The addresses of
this letter shall be referred to herein individually as a
"Lender," and collectively as the "Lenders." All other
capitalized terms used herein but not defined herein shall have
the same meanings assigned to them in the Existing Agreements.
1. Subsection 6C(2)(A)(iii) of the Existing Agreements as
amended May 24, 1995 is hereby amended by substitution of the
following in its entirety:
"(iii) additional unsecured Funded Debt of the Company and its
Restricted Subsidiaries and Funded Debt of the Company and its Restricted
Subsidiaries secured by Liens permitted by 6C(1)(v) and (vi), provided
that at the time of issuance thereof and after giving effect thereto and to
the application of the proceeds thereof (x) Consolidated Funded Debt shall
not exceed an amount equal (1) prior to and including the last day of the
first fiscal quarter of fiscal year 1997, three (3) times Pro Forma EBITDA,
and (2) thereafter three (3) times Pro Forma EBITDA, in each case for the
four fiscal quarters immediately preceding the date of determination, and
(y) in the case of Consolidated Funded Debt to be incurred by a Restricted
Subsidiary such Debt could be incurred within the applicable limitations
provided in 6C(4); and"
2. The following definition of Pro Form EBITDA shall be inserted in Section 10
in appropriate alphabetical order as a Defined Term:
"Pro Forma EBITDA means EBITDA provided, however, for the purpose of
calculating Pro Forma EBITDA (i) with respect to the last day of the fiscal
quarter ending March 26, 1996, and with respect to the last day of each of
the next three successive fiscal quarters thereafter, Pro Forma EBITDA
shall be calculated without regard for any charges against income in
connection with the Skipper's Sale, or in connection with the closure or
relocation of up to eight Xxxx Xxxx'x locations during calendar year 1996,
which might otherwise be required under GAAP and (ii) with respect to any
Pizza Hut or Xxxx Xxxx'x restaurants acquired (the "Acquisition Target"),
EBITDA of the Acquisition Target for each full fiscal quarter included in
the applicable Computation Period prior to such Acquisition (including the
fiscal quarter during which it was acquired) shall be included without
duplication and reasonably adjusted for tangible operational changes due to
field expense differentials, royalty payments to be made to Pizza Hut,
Inc., contractual rent payments on real estate and equipment and general
and administrative cost differences (collectively, the "Acquisition
Adjustments"). Prior to, and in connection with, the calculation of Pro
Forma EBITDA, the Company shall provide each Purchaser with appropriate
documentation, certified by an authorized financial officer of the Company,
supporting the reasonableness of the Acquisition Adjustments."
3. Section 11, Miscellaneous, will be amended by the addition of the
following:
"11.P. Agreement to Amend. Within 180 days after the date hereof if
required by the Banks participating in the Company's revolving credit
facility, enter into, and cause its Subsidiaries to enter into, an
amendment to this Agreement and such other documents as required, and in
form and substance satisfactory to the Company and the Purchasers, to
accomplish one of the following:
1. Implement the tax restructuring outlined in that certain letter
from the Borrower dated as of December 27, 1996, whereby the
notes will be assigned to NPC Management, Inc. and all of its
Subsidairies shall become co-Borrowers or guarantee its
obligations to all Senior unsecured Lenders; or
2. All of its Subsidiaries shall become co-Borrowers or
Guarantee its obligations to all Senior unsecured Lenders; or
3. Such other reorganization and/or amendments on which
the Company, and Purchasers may agree."
Except as expressly amended as set forth hereinabove, the Existing Agreements
remain in full force and effect and are hereby ratified and confirmed. The
execution, delivery and effectiveness of this Amendment No. 3 shall not, except
as expressly provided herein, operate as an amendment or waiver of any other
provision of the Existing Agreements.
This Amendment may be executed in any number of counterparts and by any
combination of the parties hereto in separate counterparts, each of which
counterparts shall be an original and all of which taken together shall
constitute one and the same Amendment.
If you agree to the terms and provisions hereof, please evidence your agreement
by executing and returning one counterpart of this Amendment No. 3 to NPC
International, Inc., 000 Xxxx 00xx Xxxxxx, X.X. Box 643, Pittsburg, Kansas
66762, ATTN: Xxxx X. Xxxx. This Amendment No. 3 shall become effective as to
any Lender as of the date first above written when and if a counterpart of this
Amendment No. 3 shall have been executed by such Lender.
NPC INTERNATIONAL, INC.
By:___________________________________
Xxxx X. Xxxx, Vice President
Agreed as of the date first above written.
PACIFIC MUTUAL LIFE INSURANCE
COMPANY
By:_______________________________
Name:_________________________
Title:__________________________
Agreed as of the date first above written:
PACIFIC CORINTHIAN LIFE
INSURANCE COMPANY
By:_______________________________
Name:_________________________
Title:__________________________
Agreed as of the date first above written:
LUTHERAN BROTHERHOOD
By:_______________________________
Name:_________________________
Title:__________________________
