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 Assignment of and
Blanket Amendment to Franchise Agreements ("1997 Blanket
Amendment"), a copy of which is attached hereto as Exhibit "A".
The parties to the 1997 Blanket Amendment wish to amend the 1997
Blanket Amendment in the following respect.
1) The parties have recognized in the 1997 Blanket Amendment
that X. Xxxx Xxxxxxxx ("Xxxxxxxx"), as owner of at least 51% of
the common stock of NPCI, is the only NPCI stockholder who falls
within the definition "Operator" under the relevant provisions of
all of the franchise agreements between PHI, as Franchisor and
NPCM, as Franchisee (the "Franchise Agreements"). The 1997
Blanket Amendments further provides that so long as Xxxxxxxx
continues to hold at least 51% of the outstanding stock of NPCI,
the definition of "Operator" under the relevant provisions of the
Franchise Agreements shall not include any NPCI shareholders other
than Xxxxxxxx and the prohibition on public ownership in such
Franchise Agreements shall not apply to NPCI, NPCM, or NPCL,
subject to the remaining provisions of the 1997 Blanket Amendment.
2) The parties hereby recognize that, upon the conditions
provided herein, the requirement that Xxxxxxxx continue to hold at
least 51% of the common stock of NPCI is no longer necessary.
Accordingly, the parties hereby agree that the provisions of the
1997 Blanket Amendment, specifically paragraph 4 and 5 thereof,
which refer to and require the continued ownership by Xxxxxxxx of
51% of each class of NPCI stock are hereby amended to require that
Xxxxxxxx shall be required to own at least 20% of each class of
NPCI stock. Otherwise, Xxxxxxxx shall be free of restriction
under the Franchise Agreement to transfer or dispose of NPCI
Common Stock.
3) Notwithstanding paragraph 2, however, if any person or entity
(or any group as defined by Rule 13D-5 under the Securities
Exchange Act of 1937) other than Xxxxxxxx (or members of
Xxxxxxxx'x immediate family) acquires stock or voting rights in
NPCI sufficient to have the legal right to elect a majority of
NPCI's board of directors, or otherwise obtains control (as
defined by Rule 12B-2 under the Securities Exchange Act of 1937)
of NPCI ("Controlling Owner"), the following will occur"
a) The Controlling Owner will be deemed the "operator" under:
i) Article XXVII of the Franchise Agreements listed on
Exhibit A and B to the 1997 Blanket Amendment;
ii) Article XXVII of the Franchise Agreement listed on
Exhibit C to the 1997 Blanket Amendment; and
iii) Article XI of the Franchise Agreements listed on
Exhibit A, B and C to the 1997 Blanket Amendment; and
a) The provisions of Article XVII A, C and D of the Franchise
Agreements listed on Exhibits A, B and C to the 1997 Blanket
Amendment will apply to the Controlling Owner.
1) The parties further agree, that this Amendment shall apply to
any renewal of the Franchise Agreements and all future franchise
agreements between PHI and the parties and any renewals thereof.
2) Other than as herein amended, the 1997 Blanket Amendment is
hereby ratified and confirmed in its entirety.
NPC International, Inc.
"NPCI"
By:
X. Xxxx Xxxxxxxx,
Chief Executive Officer
NPC Management, Inc.
"NPCM"
By:
Xxxxx X. Xxxxxxxx, President
NPC Restaurants LP
"NPCL"
By: NPC International, Inc.,
General Partner
By:
X. Xxxx Xxxxxxxx,
Chief Executive Officer
Pizza Hut, Inc.
"PHI"
By;
Xxxxxxx X. Xxxxx, Xx.,
SVP Franchise
