ASSIGNMENT OF AND BLANKET AMENDMENT TO
FRANCHISE AGREEMENTS
On this 26th day of February 1997, Pizza Hut, Inc. ("PHI") and NPC
International, Inc. ("NPCI"), NPC Management, Inc. ("NPCM"), and NPC Restaurants
LP ("NPCL") make and enter into this Assignment of and Blanket Amendment to
Franchise Agreements ("1997 Blanket Amendment").
WHEREAS, on this date, NPCI is a party to eighty-two (82) 1990 Pizza Hut,
Inc. Franchise Agreements, identified on Exhibit A hereto; one (1) 1990 Pizza
Hut, Inc. Location Franchise Agreement, identified on Exhibit B hereto; and four
(4) Pizza Hut, Inc. Location Franchise Agreements (with Delivery), identified on
Exhibit C hereto (collectively referred to as the "Franchise Agreement").
WHEREAS, as part of an overall restructuring of NPCI, NPCI desires to
transfer ownership of the Franchise Agreements to NPCM, a wholly-owned
subsidiary of NPCI, retaining certain of the rights and obligations of the
Operator thereunder;
WHEREAS, as another part of NPCI's overall restructuring, NPCI and NPCM
request that PHI consent to allow NPCL to assume and perform certain
responsibilities of the Operator under certain of the Franchise Agreements;
WHEREAS, upon the conditions and terms of this 1997 Blanket Amendment, PHI
is willing to consent to the assignment of the Franchise Agreements to NPCM and
is willing to consent to NPCL performing certain of NPCM's obligations under
certain of the Franchise Agreements; and
WHEREAS, the parties desire to modify certain rights and obligations set
forth in the Franchise Agreements to memorialize their agreement on these
matters.
NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. NPCI agrees that NPCM is and shall remain a wholly-owned subsidiary of
NPCI. Any change in the ownership of NPCM without PHI's prior written consent
shall constitute a default under the Franchise Agreements.
2. NPCI and NPCM agree that NPCL is and shall remain a limited partnership
with NPCI being the General Partner thereof, holding a 1% ownership interest and
with NPCM being the sole limited partner thereof, holding the remaining 99%
ownership interest. Any change in the ownership of NPCL without PHI's prior
written consent shall constitute a default under the Franchise Agreements.
3. Subject to the limitations set forth in paragraphs 4 through 7 below, after
the transfer of the Franchise Agreements to NPCM, the restrictions on transfers,
the covenants regarding other business interests, and the restrictions on
corporate operators in the Franchise Agreements shall apply to NPCI, NPCM and
NPCL just as if NPCI, NPCM and NPCL all were designated "Operator" thereunder.
4. The parties agree that on this date X. Xxxx Xxxxxxxx ("Xxxxxxxx") as the
owner of at least 51% of each class of NPCI stock, is the only NPCI stockholder
who falls within the definition of "Operator" under Article XXVIII of the
Franchise Agreements listed on Exhibits A and B, or under Article XXVII of the
Franchise Agreements listed on Exhibit C. Accordingly, all other NPCI
stockholders shall be free to transfer their NPCI shares without PHI's consent
and shall not be subject to the restrictions on transfer set forth in Article
XVI, B, D, E or G of the Franchise Agreements.
5. Provided Xxxxxxxx continues to hold at least 51% of each class of NPCI
stock as described in paragraph 4, the definition of "Operator" under Article XI
of the Franchise Agreements shall not include any NPCI shareholders other than
Xxxxxxxx and the prohibition on public ownership in Article XVII.E, of those
Franchise Agreements listed on Exhibit C shall not apply to NPCI, NPCM or NPCL.
6. The provisions of Article XVII, A, C and D of the Franchise Agreements
shall not apply to the NPCI shareholders other than Xxxxxxxx provided, however,
NPCI shall report to PHI the name of any other shareholders who accumulate 10%
or more of NPCI's common stock within 10 days of learning of any such holding.
The provisions of Article XVII.B of the Franchise Agreements shall not apply to
any NPCI shareholder including Xxxxxxxx.
7. The provisions of Article XVII.E and F of the Franchise Agreements that
NPCI confine its business exclusively to operating System Restaurants are waived
to permit NPCI to franchise and operate the Xxxx Xxxx'x restaurant system . Any
additional expansion of NPCI's business beyond operation of System Restaurants
(as defined in the Franchise Agreements) and the Xxxx Xxxx'x restaurant system
must receive PHI's prior written approval, which approval will not be
unreasonably withheld.
8. Paragraphs 3-7 of this 1997 Blanket Amendment shall apply to any renewal of
the Franchise Agreements, future franchise agreements acquired by NPCI or NPCM,
and any renewal of any such future franchise agreements, provided however, the
monthly service fee for any future franchise agreement shall be that set forth
in the acquired Pizza Hut Franchise Agreement.
9. NPCI hereby transfers and assigns the Franchise Agreements to NPCM and NPCM
accepts the assignment and transfer of the Franchise Agreements and agrees to
abide by all terms and conditions thereof and all obligations thereunder. PHI
hereby consents to the assignment and transfer of the Franchise Agreements to
NPCM. PHI also consents to NPCL's performance. NPCI hereby releases and
forever discharges PHI from any and all claims, of any nature whatsoever, known
or unknown, that exist on the date of this 1997 Blanket Amendment that arise, or
that might be claimed to arise from the Franchise Agreements.
10. Other than as here amended, all rights and obligations of the Franchise
Agreements remain in effect. The provisions of this 1997 Blanket Amendment are
personal to NPCI and NPCM and shall not apply to any of the Franchise Agreements
that NPCM might assign to others in the future.
IN WITNESS HEREOF, the parties have executed this Blanket Amendment this
26th day of February, 1997.
NPC International, Inc.
"NPCI"
By:
Xxxxx X. Xxxxxxxx, President
NPC Management, Inc.
"NPCM"
By:
Xxxxx X. Xxxxxxxx, President
NPC Restaurants LP
"NPCL"
By:
Xxxxx X. Xxxxxxxx, President
Pizza Hut, Inc.
"PHI"
By:
Exhibit A
FA# Effective Date Territory Description
12 03/01/90 Ashley County, Arkansas
13 03/01/90 City of Beebe and Counties of Xxxxxxxx and
Lonoke, Arkansas
16 03/01/90 Xxxxx County, Arkansas
17 03/01/90 Columbia County, Arkansas
19 03/01/90 City of XxXxxx and the Counties of Bradley,
Calhoun, Cleveland, Dallas, Xxxxx, Xxxx and
Lincoln, Arkansas
20 03/01/90 Xxxxxxxx County, Arkansas
23 03/01/90 Counties of Hempstead, Hot Spring, Xxxxxx, Little
River and Nevada, Arkansas
24 03/01/90 Jefferson County, Arkansas
25 03/01/90 Xxxxxxx County, Arkansas
26 03/01/90 Xxxxxx County, Arkansas; and City of Texarkana,
Texas as the city limits exist on March 1, 1990
27 03/01/90 Mississippi County, Arkansas; and the Counties of
Xxxxxxxx and Fayette, Tennessee
28 03/01/90 Ouachita County, Arkansas
29 03/01/90 Xxxxxxxx County, Arkansas
33 03/01/90 St. Xxxxxxx County, Arkansas
35 03/01/90 City of Stuttgart, Arkansas, as the city limits exist
on March 1, 1990
36 03/01/90 Union County, Arkansas
38 03/01/90 The City of Springhill, Louisiana, as the city limits
exist on March 1, 1990
42 03/01/90 Counties of Xxxxxx and Xxxxxx, Missouri
51 03/01/90 XxXxxxxxx County, Oklahoma
172 03/30/94 Counties of Autauga and Elmore, Alabama
173 03/30/94 Counties of Bib, Blunt, Jefferson, Saint Clair and
Shelby, Alabama
174 03/30/94 Counties of Chilton, Greene, Xxxx, Xxxxx and
Xxxxxxx, Alabama
175 03/30/94 Etowah County, Alabama
176 03/30/94 Counties of Fayette, Xxxxx, Xxxxxx and Xxxxxxx,
Alabama; and McNairy County, Tennessee
177 03/30/94 Cities of Jacksonville and Piedmont, Alabama
178 03/30/94 Xxxxxxxxxx County, Alabama
179 03/30/94 Tuscalossa County, Alabama
181 03/30/94 Garland County, Arkansas
182 03/30/94 Pulaski County, Arkansas
184 03/30/94 City of Xxxxxxx (and a three (3) mile radius
thereof)and Xxxxxxxx County, Kansas; and Counties
of Jasper an Xxxxxx (excluding the city of Neosho
and a three (3) mile radius thereof), Missouri
185 03/30/94 Parishes of Bienville, Lincoln, Morehouse, Tensas
and Xxxxxxx (excluding Springhill and Cullen),
Louisiana
186 03/30/94 Parishes of Bossier and Caddo, Louisiana
187 03/30/94 Ouachita Parish, Louisiana
188 03/30/94 Xxxxx County, Mississippi; and Concordia Parish,
Louisiana
189 03/30/94 Counties of Alcorn, Bolivar, Coahoma, Xxxxxxx
(excluding Pascagoula), Xxxxxxxx, Panola, Prentiss,
Tate, Union and Winston, Mississippi
190 03/30/94 Counties of Chickasaw, Itawamba, Xxx, Pontotoc,
Tippah and Tishomingo, Mississippi
191 03/30/94 Counties of Grenada, Holmes, Humphreys, Xxxxx,
Xxxxxxx, Tallahatchie, and Yalobusha, Mississippi
192 03/30/94 Counties of Xxxxx, Madison and Xxxxxx, Mississippi
193 03/30/94 Counties of Lafayette and Okitbbeha, Mississippi
194 03/30/94 Xxxxxxx County, Mississippi
195 03/30/94 Pascagoula, Mississippi
196 03/30/94 Counties of Sunflower and Washington, Mississippi
197 03/30/94 Xxxxxx County, Mississippi
198 03/30/94 Counties of Christian and Xxxxxxx, Missouri
199 03/30/94 Xxxxxx County (excluding the city of Republic and a
two (2) mile radius thereof), Missouri
202 03/30/94 Shelby County, Tennessee; Counties of Xxxxxxxxxx
and Xxx, Arkansas; and DeSoto County, Mississippi
273 03/30/94 Xxxxxx County, Kentucky
488 03/01/90 Counties of Bladen, Brunswick, Columbus,
Cumberland, Harnett, Hoke, Xxx Xxxxx, Xxxxxxxx,
Richmond, Xxxxxxx and Scotland, North Carolina
552 03/30/94 Pulaski County, Missouri
553 03/30/94 Counties of Dade, Dallas, Hickory and St. Clair,
Missouri
555 03/30/94 Laclede County, Missouri
556 03/30/94 Counties of Maries and Osage, Missouri
557 03/30/94 Rolk County, Missouri
576 03/01/90 Bourbon County, Kansas
577 03/01/90 Neosho County, Kansas
578 03/01/90 Xxxxxx County, Missouri
623 06/05/92 City of Milan, Tennessee
683 03/30/94 Counties of Amite, Claiborne, Copiah, Xxxxxxxx,
Xxxxxxx, Xxxxxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxxx,
Xxxxxxx, Xxxxxx, Pearl River, Xxxx Xxxxx, Xxxxxxx,
Xxxxxxx, Xxxxx and Xxxxxxxxx, Mississippi
684 03/30/94 Counties of Attala, Choctaw, Clay, Monroe,
Montgomery, Neshoba, Noxubee, Xxxxxxx, and
Yazoo, Mississippi; and Sumter County, Alabama
685 03/30/94 Counties of Xxxxxxx and Lowndes, Mississippi
686 03/30/94 Counties of Clarke, Kemper, Lauderdale and
Newton, Mississippi
687 03/30/94 Counties of Xxxxxxxxx, Xxxxxx, Xxxxx and Xxxxx
Mississippi
688 03/30/94 Counties of Xxxxxxx, Xxxxx and Xxxxx, Mississippi
689 03/30/94 Counties of Xxxxxxxx and Xxxxx, Mississippi
757 03/01/90 City of Neosho, Missouri
861 03/01/91 Counties of Xxxxxxxx and Xxxxxx, Missouri
897 03/01/90 Parishes of Caldwell, Claiborne, Catahoula, East
Carroll, Xxxxxxxx, Xxxxxxx, LaSalle, Madison,
Richland, Union, West Xxxxxxx and Xxxx, Louisiana
1100 03/01/94 The City of Fort Xxxxx, Alabama (excluding,
however, a single location on Highway 35 West,
Fort Xxxxx), as the city limits exist on March 1,
1101 03/01/90 Bowie County, Texas (except City of Texarkana and
the City of New Boston)
1102 03/01/90 Arkansas County, Arkansas (except Cities of
Stuttgart and XxXxxx)
1103 03/01/90 City of Cullen, Louisiana
1104- 03/01/90 Xxxxxx County, Tennessee (except the cities of
Milan and Humboldt)
1105 03/01/90 Counties of Grant, Xxxxxxxxxx and Xxxxx, Arkansas
1106 03/01/90 Pike County, Arkansas
1107 03/01/90 Xxxx County, Tennessee
1110 06/05/92 Poinsett County, Arkansas; and Counties of Xxxxxxx,
Hardeman, Haywood, Lauderdale, and Xxxxxx,
Tennessee
1111 03/01/90 Lafayette County, Arkansas; Xxxxxx County Texas;
the Counties of Benton and Tunica, Mississippi
1112 06/05/92 The Counties of Panola and Shelby, Texas
1113 03/01/90 Counties of Bullock, Butler, Conecuh, Covington,
Crenshaw, Lowndes, Macon, Marengo and Xxxxxx,
Alabama
1114 03/01/90 Parishes of DeSoto, Natchitoches, Red River and
Sabine, Louisiana
1115 03/01/90 The City of Humboldt, Tennessee as the city limits
exist on March 1, 1990
1120 03/01/90 White County, Arkansas (excluding the Cities of
Beebe, Bald Knob, Judsonia, Kensett and Searcy
Exhibit B
FA# Effective Date Territory Description
1109 03/01/94 A single location at Xxxxxxx 00 Xxxx, Xxxx Xxxxx,
Xxxxxxx
Exhibit C
FA# Effective Date Territory Description
1127 04/18/95
0000 Xxxxx Xxxxxx, Xxxxxxx, XX;
0000 Xxxxxxx Xxxxxx,Xxxxxxx, XX;
1119 Paris Road, Mayfield, KY;
000 Xxxxxxx Xxxxxx, Xxxxxx, XX:
12th & Chestnut, Murray, KY;
5005 Hinkleville Road, Oaks Mall (Route 60 & I-24), Paducah, KY;
703 East Rulfoot Avenue, Union City, TN;
Highway 25 North, Malden, MO
1128 04/00/00
Xxxxxxx 00 Xxxxx, Xxxxx, OK;
Highway 32 & I-35, Marietta, OK;
0000 Xxxx Xxxxx Xxxxxx, Xxxxxx, XX;
000 Xxxx Xxxx, Xxxxx, XX;
000 Xxxxx Xxxxx Xxxxxx, Xxxxxx, OK:
Highway 76-22 East, Tishomingo, OK;
000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxx, XX
1129 04/18/95
0000 Xxxx Xxxxx, Xxxxxx, XX;
000 Xxxxxxxx Xxxx, Xxxxxxx, XX
1130 04/18/95
000X Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX;
Highway 67, Corning, AR;
Highway 67 North, Pocahontas, AR;
Highway 62-167 Junction, Ash Flat, AR;
900 South Xxxxxxx, Jonesboro, AR;
Highway 67 North, Walnut Ridge, AR
