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 undersigned member (the
"Member"). In consideration of the transactions contemplated
herein, including the issuance by the Pizza Hut Coop to the
Member of shares of Pizza Hut Coop Common Stock, the Pizza Hut
Coop and the Member, intending to be legally bound, hereby make
this Agreement and set forth the terms and conditions of the
purchase and sale of membership interests in the Pizza Hut Coop.
1. Subscription. The Member desires to become a
stockholder member of the Pizza Hut Coop. To become a
stockholder member, the Member hereby subscribes for and agrees
to purchase, as more particularly described in the current
Membership Information Packet:
X One share of Pizza Hut National Purchasing Coop,
Inc. Membership Common Stock, no par value. (No
more than one share of Membership Common Stock may
be issued to any one person, entity or corporation
or to certain groups of affiliated persons,
entities or corporations.)
X Share(s) of Pizza Hut National Purchasing Coop,
Inc. Store Common Stock, no par value. (Each
franchisee Member must purchase one share of Store
Common Stock for each and every Pizza Hut retail
outlet which such stockholder member owns and
operates. Each licensee Member must purchase one
share of Store Common Stock for each and every two
non-traditional units which such stockholder
member owns and operates, rounded up to the
nearest whole number. Only holders of Membership
Common Stock may purchase shares of Store Common
Stock.)
The Member represents that the Member is eligible to
purchase the foregoing shares under the Pizza Hut Coop Bylaws.
2. Payment for Shares. The Member has enclosed payment
for the full purchase price of the shares subscribed for above,
in the amount of $10 for the share of Membership Common Stock
plus $400 per share for each share of Store Common Stock.
3. Receipt of Disclosure. The Member acknowledges receipt
of a current Membership Information Packet relating to the Pizza
Hut Coop's shares of Common Stock.
4. Purchase for Own Account. The Member represents that
(i) the Member has such knowledge and experience in financial and
business matters that the Member is capable of evaluating the
merits and risks of a purchase of the shares of Common Stock and
(ii) the shares of Common Stock will be purchased for the
Member's own account and not with a view toward distribution
which is prohibited.
5. Commitments.
(a) The Member understands, acknowledges and agrees to
coordinate all requests to Tricon Global Restaurants, Inc., and
its affiliates, for supplier and distributor approval through the
Pizza Hut Coop and/or the Unified FoodService Purchasing Coop,
LLC (the "Unified Coop").
(b) The Member understands, acknowledges and agrees to
abide by the terms of the Pizza Hut Coop Bylaws, as amended from
time to time, including the provisions regarding the distribution
of any patronage dividends, as set forth in the Membership
Information Packet. The Member further understands, acknowledges
and agrees that the Member is hereby making certain purchase and
other commitments to the Pizza Hut Coop and the Unified Coop and
that the Member agrees to abide by and to fulfill such
commitments in all respects. These commitments include
purchasing "virtually all" of the Member's Goods and Equipment
for use in the Member's Pizza Hut retail outlets, as set forth in
the Bylaws and Membership Information Packet.
6. Acceptance of Subscriptions. The Pizza Hut Coop
reserves the right to accept or reject subscriptions for
Membership and/or Store Common Stock in its sole discretion. If
the Pizza Hut Coop rejects a subscription, the Pizza Hut Coop
will promptly refund all subscription payments, without interest.
7. Construction. This Agreement shall be governed by and
construed (i) in accordance with the laws of the United States,
and (ii) in accordance with the Pizza Hut Coop Certificate of
Incorporation and Bylaws, as amended from time to time.
8. Offering Made Only by Membership Information Packet.
This is neither an offer to sell nor a solicitation of an offer
to buy the common stock described in the Membership Information
Packet. The offering is made only by the Pizza Hut Coop's
current Membership Information Packet.
9. Effective Date. This Agreement is effective upon
execution by a duly authorized officer of the Pizza Hut Coop.
10. Severability. If any provision of this Agreement shall
be adjudged by any court of competent jurisdiction to be invalid,
illegal or unenforceable, in any respect, the validity, legality
and enforceability of that provision and of all other provisions
of this Agreement shall in no other way be affected or impaired.
11. Terms and Conditions. The Member is aware of and
agrees to all of the terms and conditions of the offer and sale
of the Pizza Hut Coop's Common Stock, as described in this
Agreement and the Membership Information Packet, including the
prohibition on the transfer to a third party of shares of Common
Stock by virtue of the Pizza Hut Coop's Certificate of
Incorporation and Bylaws and the provisions of applicable law.
The Member consents to the placement on the stock certificates
representing the shares of Common Stock purchased hereby of a
legend concerning these restrictions on transfer.
Dated February 9, 1999 NPC Management,
Inc.
Member (Name to Appear
on Certificates)
By: (Signature & Title,
if appropriate)
Social Security or Street Address or P.O. Box
Federal Tax ID Number
City/State/Zip
Phone Number Fax Number
ACCEPTED AND AGREED TO:
PIZZA HUT NATIONAL PURCHASING COOP, INC.
By
Name:
Title:
Date:
