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).
ASSET SALE AGREEMENT WITH FEE INTEREST By and Between NPC MANAGEMENT, INC., AND NPC INTERNATIONAL, INC. and PIZZA HUT OF AMERICA, INC. and PIZZA HUT, INC. Dated as of August 24, 2006Asset Sale Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places
ASSET SALE AGREEMENT, dated as of August 24, 2006 (this “Agreement”), is by and among Pizza Hut of America, Inc. (the “Seller”), and NPC Management, Inc. and NPC International, Inc., (collectively, the “Buyer”), and Pizza Hut, Inc. (“PHI”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • Kansas
January 1, 2003 PIZZA HUT, INC TERRITORY FRANCHISE AGREEMENTTerritory Franchise 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
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”).
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”).
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 and Escrow Instructions • 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”).
375,000,000 CREDIT AGREEMENT Dated as of May 3, 2006 Among NPC INTERNATIONAL, INC., as Borrower, NPC ACQUISITION HOLDINGS, LLC and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent...Credit Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places • New York
THIS CREDIT AGREEMENT dated as of May 3, 2006 is among NPC INTERNATIONAL, INC., a corporation formed under the laws of the State of Kansas (the “Borrower”); NPC ACQUISITION HOLDINGS, LLC, a limited liability company formed under the laws of the State of Delaware (“Holdings”); the other Guarantors party hereto; each of the lenders that is a signatory hereto or which becomes a signatory hereto as provided in Section 12.06 (individually, together with its successors and assigns, a “Lender” and, collectively, the “Lenders”); MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as syndication agent (in such capacity, together with its successors, the “Syndication Agent”); BANK OF AMERICA, N.A. and SUNTRUST BANK, as co-documentation agents (in such capacity, together with their successors, the “Documentation Agents”); and JPMORGAN CHASE BANK, N.A. (in its individual capacity, “JPMC”), as administrative agent (in such capacity, together with its successors, the “Administrative Agent”) and coll
MERGER AGREEMENTMerger Agreement • October 31st, 2006 • NPC International Inc • Retail-eating places
AGREEMENT AND PLAN OF MERGER, dated as of May 3 , 2006 between Hawk-Eye Pizza, LLC (“Hawk-Eye”), a Kansas limited liability company, and NPC Management, Inc. (“NPCM”), a Delaware corporation, where each is a wholly owned subsidiary of NPC International, Inc., a Kansas corporation (“Parent”).
