Exhibit 10.1


 


HAWK-EYE INTERESTS PURCHASE AGREEMENT


 


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”).


 


WHEREAS, NPC Acquisition Holdings, LLC, a Delaware limited liability
company (“Holdings”), NPCI, and the stockholders of NPCI have entered
into a Stock Purchase Agreement, dated March 3, 2006 (the “Stock
Purchase Agreement”), pursuant to which Holdings is to acquire all of the
issued and outstanding capital stock of NPCI. Unless otherwise indicated
herein, capitalized terms are used herein as defined in the Stock Purchase
Agreement;


 


WHEREAS, Section 6.11 of the Stock Purchase Agreement contemplates
that at or prior to the Closing, but effective no later than the Effective
Time, NPCI shall purchase from Oread Capital all of the membership interests
that Oread Capital currently owns in Hawk-Eye, except that Oread Capital shall
retain membership interests in Hawk-Eye with a fair market value of $3,900,000
(such purchased membership interests being the “Purchased Interests” and
such retained membership interests being the “Retained Interests”); and


 


WHEREAS, Section 6.11 of the Stock Purchase Agreement further
contemplates that Oread Capital will distribute the Retained Interests to Oread
Holdings (the “Oread Holdings Distribution”) and that Oread Holdings
will immediately distribute one-half of the Retained Interests to Mr. Schwartz
(the “Schwartz Distribution”) and one-half of the Retained Interests to Mr. Cook
(the “Cook Distribution”), and that NPCI is to purchase from Mr. Cook
Retained Interests with a fair market value of $650,000 (the “Purchased Cook
Interest”).


 


NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, and intending to be legally
bound, NPCI, Oread Capital, and Mr. Cook hereby agree as follows:


 


ARTICLE I


SALE AND PURCHASE OF PURCHASED INTERESTS


 


SECTION 1.01. Sale and Purchase of Purchased Interests.
Upon the terms and subject to the conditions of this Agreement and as
contemplated in Section 6.11 of the Stock Purchase Agreement, at the
Closing under the Stock Purchase Agreement (the “Closing”), but effective no
later than the Effective Time, Oread Capital shall sell, assign, transfer,
convey and deliver, or cause to be sold, assigned, transferred, conveyed and
delivered, to NPCI, the Purchased Interests, free and clear of all Encumbrances
(except for restrictions under applicable securities laws), and NPCI shall
purchase the Purchased Interests. NPCI, as a Member of Hawk-Eye, and Oread
Capital, as a Member and Manager of Hawk-Eye, hereby consent to and approve
such sale and purchase of the Purchased Interests.


 

















 


SECTION 1.02. Purchase Price. The purchase price for the
Purchased Interests (the “Purchased Interests Purchase Price”) shall be
determined and payable as follows:


 


(a)           The
Purchased Interests Purchase Price shall be an amount equal to:


 


(i)            75%
of the Net Enterprise Value of Hawk-Eye, minus


 


(ii)           $3,900,000
(being the value of the Retained Interests).


 


(b)           For
purposes hereof, the Net Enterprise Value of Hawk-Eye shall equal (i) $25,828,770,
minus (ii) any amounts owed under Hawk-Eye’s revolving line of credit with
Intrust Bank, N.A (the “Oread Revolver”).


 


(c)           NPCI
may deduct, from the payment of the Purchased Interests Purchase Price, to
the extent required by applicable Law, any amount required to be withheld and
deducted under the Code or other applicable Tax Law and any amount so deducted
shall be remitted by NPCI to the appropriate Governmental Authority on a timely
basis.


 


(d)           Oread
Capital shall, at or prior to the Closing, using proceeds of the Purchased
Interests Purchase Price or other funds of Oread Capital, satisfy in full any
indebtedness under the Oread Capital Loan Agreement. NPCI may also deduct,
from the payment of the Purchased Interests Purchase Price, and pay, directly
to the holder of the indebtedness under the Oread Capital Loan Agreement (to
the extent not paid by Oread Capital) or to the holder of any other
indebtedness with respect to any Encumbrances encumbering the Purchased
Interests or any assets of Hawk-Eye, such portion of the Purchased Interests
Purchase Price as is necessary to satisfy in full such indebtedness (other than
the Oread Revolver) or release any such Encumbrances.


 


SECTION 1.03. Closing. Subject to the terms and conditions
of this Agreement, the sale and purchase of the Purchased Interests
contemplated by this Agreement shall take place at the Closing (which may include
receipt of documents by NPCI from Oread Capital by express mail delivery
service prior to the Closing).


 


SECTION 1.04. Closing Deliveries by Oread Capital. At the Closing,
Oread Capital shall deliver or cause to be delivered to NPCI:


 


(a)           written
assignment of the Purchased Interests executed by Oread Capital, in form reasonably
satisfactory to NPCI;


 


(b)           Evidence
of Encumbrances and Payoff Letters (as it relates to the Oread Capital Loan
Agreement and any other Encumbrances encumbering the Purchased Interests or any
assets of Hawk-Eye);


 


(c)           the
resignation, effective as of the Closing, of Oread Capital as Manager of
Hawk-Eye; and


 


(d)           a
receipt for the Purchased Interests Purchase Price.


 


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SECTION 1.05. Closing Deliveries by NPCI. At the Closing,
NPCI shall deliver or cause to be delivered to Oread Capital:


 


(a)           A
written acceptance of the Purchased Interests executed by NPCI, in form reasonably
satisfactory to Oread Capital;


 


(b)           a
true and complete copy, certified by the Secretary or the Assistant Secretary
of NPCI, of the resolutions duly and validly adopted by the Board of Directors
of NPCI evidencing its authorization of the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
thereby; and


 


(c)           the
Purchased Interests Purchase Price, less any required tax withholdings and any
other amounts deducted in accordance with Section 1.02(c) hereof, by
wire transfer in immediately available funds to such account or accounts as
Oread Capital designates by written notice to NPCI prior to the Closing.


 


ARTICLE II


SALE AND PURCHASE OF PURCHASED COOK INTEREST


 


SECTION 2.01. Sale and Purchase of Purchased Cook Interest.
Upon the terms and subject to the conditions of this Agreement and as
contemplated in Section 6.11 of the Stock Purchase Agreement, at the
Closing, but effective no later than the Effective Time, Mr. Cook shall, immediately
following the Oread Holdings Distribution and the Cook Distribution, sell,
assign, transfer, convey and deliver, or cause to be sold, assigned,
transferred, conveyed and delivered, to NPCI, the Purchased Cook Interest, free
and clear of all Encumbrances (except for restrictions under applicable
securities laws), and NPCI shall purchase the Purchased Cook Interest. NPCI, as
a Member of Hawk-Eye, and Oread Capital, as a Member and Manager of Hawk-Eye,
hereby consents to and approves such sale and purchase of the Purchased Cook
Interest. Mr. Cook, as a Member of Oread Holdings, hereby consents to and
approves the Oread Holdings Distribution, the Schwartz Distribution, and the
Cook Distribution. Oread Capital and Mr. Cook acknowledge and agree that
the Oread Holdings Distribution, the Schwartz Distribution, and the Cook
Distribution will be deemed to occur at the Closing, but effective no later
than the Effective Time, in the manner and order contemplated by Section 6.11
of the Stock Purchase Agreement.


 


SECTION 2.02. Purchase Price. The purchase price for the
Purchased Cook Interest (the “Purchased Cook Interest Purchase Price”)
shall be an amount payable in accordance with the following:


 


(a)           The
Purchased Cook Interest Purchase Price shall be an amount equal to $650,000.


 


(b)           NPCI
may deduct, from the payment of the Purchased Cook Interest Purchase
Price, to the extent required by applicable Law, any amount required to be
withheld and deducted under the Code or other applicable Tax Law. Any amount so
deducted shall be remitted by NPCI to the appropriate Governmental Authority on
a timely basis.


 


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SECTION 2.03. Closing. Subject to the terms and conditions
of this Agreement, the sale and purchase of the Purchased Cook Interest
contemplated by this Agreement shall take place at the Closing (which may include
receipt of documents by NPCI from Mr. Cook by express mail delivery
service prior to the Closing).


 


SECTION 2.04. Closing Deliveries by Mr. Cook. At the
Closing, Mr. Cook shall deliver or cause to be delivered to NPCI:


 


(a)           a
written assignment of the Purchased Cook Interest executed by Mr. Cook, in
form reasonably satisfactory to NPCI;


 


(b)           Evidence
of Encumbrances and Payoff Letters (as it relates to the Oread Capital Loan
Agreement and any other Encumbrances encumbering the Purchased Cook Interest or
any assets of Hawk-Eye); and


 


(c)           a
receipt for the Purchased Cook Interest Purchase Price.


 


SECTION 2.05. Closing Deliveries by NPCI. At the Closing,
NPCI shall deliver or cause to be delivered to Mr. Cook:


 


(a)           A
written acceptance of the Purchased Cook Interest executed by NPCI, in form reasonably
satisfactory to Mr. Cook;


 


(b)           a
true and complete copy, certified by the Secretary or the Assistant Secretary
of NPCI, of the resolutions duly and validly adopted by the Board of Directors
of NPCI evidencing its authorization of the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby and
thereby; and


 


(c)           the
Purchased Cook Interest Purchase Price, less any required tax withholdings and
any other amounts deducted in accordance with Section 2.02(b) hereof,
by wire transfer in immediately available funds to such account or accounts as Mr. Cook
designates by written notice to NPCI prior to the Closing.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES OF NPCI


 


SECTION 3.01. Organization and Authority of NPCI. NPCI is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization and has all necessary corporate
power and authority to enter into this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. The execution
and delivery by NPCI of this Agreement, the performance by NPCI of its
obligations hereunder and the consummation by NPCI of the transactions
contemplated hereby have been duly authorized by all requisite corporate action
on the part of NPCI. This Agreement has been duly executed and delivered
by NPCI, and (assuming due authorization, execution and delivery by Oread
Capital and Mr. Cook) this Agreement constitutes legal, valid and binding
obligations of NPCI, enforceable against NPCI in accordance with their
respective terms.


 


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SECTION 3.02. No Conflict. Except as may result from
any facts or circumstances relating solely to Oread Capital or Mr. Cook,
the execution, delivery and performance by NPCI of this Agreement do not and
will not (a) violate, conflict with or result in the breach of any
provision of the Articles of Incorporation or Bylaws of NPCI, (b) conflict
with or violate any Law or Governmental Order applicable to NPCI, or (c) conflict
with, or result in any breach of, constitute a default (or event which with the
giving of notice or lapse of time, or both, would become a default) under,
require any consent under, or give to others any rights of termination,
amendment, acceleration, suspension, revocation or cancellation of any Contract
to which NPCI is a party, which would adversely affect the ability of NPCI to
carry out its obligations under, and to consummate the transactions
contemplated by, this Agreement.


 


SECTION 3.03. Governmental Consents and Approvals. The
execution, delivery and performance by NPCI of this Agreement does not and will
not require any consent, approval, authorization or other order of, action by,
filing with, or notification to any Governmental Authority, except as described
in Section 4.06 of the Stock Purchase Agreement.


 


SECTION 3.04. Litigation. No Action by or against NPCI is
pending or, to the knowledge of NPCI threatened, which could affect adversely
the legality, validity or enforceability of this Agreement or the consummation
of the transactions contemplated hereby.





ARTICLE IV


REPRESENTATIONS AND WARRANTIES OF OREAD
CAPITAL


 


As an inducement to NPCI to enter into this Agreement, Oread Capital
hereby represents and warrants to NPCI as follows:


 


SECTION 4.01. Authority. (a) Oread Capital has all
requisite right, power and authority, as a limited liability company or
otherwise, to execute and deliver this Agreement, to perform Oread Capital’s
obligations hereunder, and to consummate the transactions contemplated hereby;
and (b) this Agreement has been, duly and validly executed and delivered
by Oread Capital, and (assuming due authorization, execution and delivery by
NPCI) this Agreement constitutes legal, valid and binding obligations of Oread
Capital, enforceable against Oread Capital in accordance with its terms, subject
to the effect of any applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors’ rights and remedies generally,
and subject, as to enforceability, to the effect of general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).


 


SECTION 4.02. No Conflict. Except as may result from
any facts or circumstances relating solely to NPCI, the execution, delivery and
performance of this Agreement by Oread Capital does not and will not (a) to
the extent applicable, violate, conflict with or result in the breach of any
provision of the organizational documents of Oread Capital, (b) assuming
all consents, approvals, authorizations and other actions described in Section 4.06
of the Stock Purchase Agreement have been obtained and all filings and
notifications listed in Section 4.06 of the Disclosure Schedule (in
each case to the extent such items relate to Hawk-Eye or the Purchased
Interests) have been made and any applicable waiting period has expired or
terminated, conflict with or violate (or cause an event which could have a
Material Adverse


 


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Effect as a result of) any Law or Governmental Order applicable to
Oread Capital, (c) conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time, or both,
would become a default) under, require any consent under, or give to others any
right of termination, amendment, acceleration, suspension, revocation or
cancellation of any Contract to which Oread Capital is a party, or (d) result
in the creation of any Encumbrance on any of the Purchased Interests, except,
in the case of clauses (b) and (c), for such conflicts, violations,
breaches or defaults as would not, individually or in the aggregate, prevent
Oread Capital from performing its obligations under this Agreement.


 


SECTION 4.03. Governmental Consents and Approvals. The
execution, delivery and performance of this Agreement does not and will not
require any consent, approval, authorization or other order of, action by,
filing with or notification to, any Governmental Authority on the part of
Oread Capital, except as described in Section 4.06 of the Stock Purchase
Agreement.


 


SECTION 4.04. Ownership of Purchased Interests. Upon
consummation of the transactions contemplated by Article I of this
Agreement and corresponding provisions of Section 6.11 of the Stock
Purchase Agreement, as of the Closing the Purchased Interests shall be owned of
record and beneficially by NPCI free and clear of all Encumbrances (except
restrictions under applicable securities laws and the Pizza Hut Franchise
Agreements). Other than the Hawk-Eye Operating Agreement, there are no voting
trusts, agreements, proxies or other agreements or understandings in effect
with respect to the voting or transfer of any of the Purchased Interests held
by Oread Capital. Other than the Hawk-Eye Operating Agreement, the Pizza Hut
Franchise Agreements and this Agreement, Oread Capital is not bound by any
Contract restricting its right to transfer the Purchased Interests.


 


SECTION 4.05. Litigation. There is no Action pending or, to
the knowledge of Oread Capital, threatened before any Governmental Authority by
or against Oread Capital relating to (a) the Purchased Interests, or (b) any
actual or potential bankruptcy or insolvency of Oread Capital.


 


SECTION 4.06. Brokers. No broker, finder or investment
banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Oread Capital.


 


ARTICLE V


REPRESENTATIONS AND WARRANTIES OF MR. COOK


 


As an inducement to NPCI to enter into this Agreement, Mr. Cook
hereby represents and warrants to NPCI as follows:


 


SECTION 5.01. Authority. (a) Mr. Cook has all
requisite right, power and authority and full legal capacity to execute and
deliver this Agreement, to perform Mr. Cook’s obligations hereunder,
and to consummate the transactions contemplated hereby; (b) this Agreement
has been, duly and validly executed and delivered by Mr. Cook, and
(assuming due authorization, execution and delivery by NPCI) this Agreement
constitutes legal, valid and


 


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binding obligations of Mr. Cook, enforceable against Mr. Cook
in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights and remedies generally, and subject, as to enforceability, to
the effect of general principles of equity, including principles of commercial
reasonableness, good faith and fair dealing (regardless of whether enforcement
is sought in a proceeding at law or in equity); and (c) the failure of the
spouse (if any) of Mr. Cook to be a party or signatory to this Agreement
shall not (i) prevent Mr. Cook from performing his obligations and
from consummating the transactions contemplated hereunder or (ii) prevent
this Agreement from constituting the legal, valid and binding obligations of Mr. Cook,
enforceable against Mr. Cook in accordance with its terms, subject to the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors’ rights and remedies generally, and subject,
as to enforceability, to the effect of general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at law or in
equity).


 


SECTION 5.02. No Conflict. Except as may result from
any facts or circumstances relating solely to NPCI, the execution, delivery and
performance of this Agreement by Mr. Cook does not and will not (a) assuming
all consents, approvals, authorizations and other actions described in Section 4.06
of the Stock Purchase Agreement have been obtained and all filings and
notifications listed in Section 4.06 of the Disclosure Schedule (in
each case to the extent such items relate to Hawk-Eye or the Purchased Cook
Interest) have been made and any applicable waiting period has expired or
terminated, conflict with or violate (or cause an event which could have a
Material Adverse Effect as a result of) any Law or Governmental Order
applicable to Mr. Cook, (c) conflict with, result in any breach of,
constitute a default (or event which with the giving of notice or lapse of
time, or both, would become a default) under, require any consent under, or
give to others any right of termination, amendment, acceleration, suspension,
revocation or cancellation of any Contract to which Mr. Cook is a party,
or (d) result in the creation of any Encumbrance on any of the Purchased
Cook Interest, except, in the case of clauses (b) and (c), for such
conflicts, violations, breaches or defaults as would not, individually or in
the aggregate, prevent Mr. Cook from performing his obligations under this
Agreement.


 


SECTION 5.03. Governmental Consents and Approvals. The
execution, delivery and performance of this Agreement does not and will not
require any consent, approval, authorization or other order of, action by,
filing with or notification to, any Governmental Authority on the part of Mr. Cook,
except as described in Section 4.06 of the Stock Purchase Agreement.


 


SECTION 5.04. Ownership of Purchased Interests. Upon
consummation of the transactions contemplated by Article II of this
Agreement and corresponding provisions of Section 6.11 of the Stock
Purchase Agreement, as of the Closing the Purchased Cook Interest shall be
owned of record and beneficially by NPCI free and clear of all Encumbrances
(except restrictions under applicable securities laws and the Pizza Hut
Franchise Agreements). Other than the Hawk-Eye Operating Agreement, there are
no voting trusts, agreements, proxies or other agreements or understandings in
effect with respect to the voting or transfer of any of the Purchased Cook
Interest held or to be held by Mr. Cook. Other than the Hawk-Eye Operating


 


7

















 


Agreement, the Pizza Hut Franchise Agreements and this Agreement, Mr. Cook
is not bound by any Contract restricting his right to transfer the Purchased
Cook Interest.


 


SECTION 5.05. Litigation. There is no Action pending or, to
the knowledge of Mr. Cook, threatened before any Governmental Authority by
or against Mr. Cook relating to (a) the Purchased Cook Interest, or (b) any
actual or potential bankruptcy or insolvency of Mr. Cook.


 


SECTION 5.06. Brokers. No broker, finder or investment
banker is entitled to any brokerage, finder’s or other fee or commission in
connection with the transactions contemplated by this Agreement based upon
arrangements made by or on behalf of Mr. Cook.


 


ARTICLE VI


CONDITIONS PRECEDENT


 


SECTION 6.01. Conditions to Obligations of NPCI, Oread Capital
and Mr. Cook. The obligations of each of NPCI, Oread Capital and Mr. Cook
to consummate the transactions contemplated by Articles I and II of this
Agreement shall be subject to the fulfillment or waiver (to the extent
permitted), of the following conditions:


 


(a)           Closing.
The conditions to the obligations of each party set forth in the Stock Purchase
Agreement shall have been satisfied.


 


(b)           No
Order. There shall be no Governmental Order or Law in existence that
prohibits the consummation of the transactions contemplated hereby.


 


SECTION 6.02. Conditions to Obligations of NPCI. The
obligations of NPCI to consummate the transactions contemplated by Articles I
and II of this Agreement shall be subject to the fulfillment or waiver (to the
extent permitted), at or prior to the Closing, of each of the following
conditions:


 


(a)           Representations,
Warranties and Covenants. (i) The representations and warranties of
Oread Capital and Mr. Cook contained in this Agreement shall be true and
correct in all material respects as of the Closing, except to the extent such
representations and warranties are made as of another date, in which case, such
representations and warranties shall be true and correct in all material
respects as of that date, and (ii) the covenants and agreements contained
in this Agreement to be complied with by Oread Capital and Mr. Cook on or
before the Closing shall have been complied with in all material respects;


 


(b)           No
Proceeding or Litigation. No Action shall be pending by or before any
Governmental Authority against any of NPCI, Oread Capital, or Mr. Cook
seeking to restrain or materially and adversely alter the transactions
contemplated by this Agreement which is reasonably likely to render it
impossible or unlawful to consummate such transactions; provided, however,
that this Section 6.02(b) shall not apply if NPCI has directly or
indirectly solicited or encouraged any such Action.


 


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SECTION 6.03. Conditions to Obligations of Oread Capital.
The obligations of Oread Capital to consummate the transactions contemplated by
Article I of this Agreement shall be subject to the fulfillment or waiver
(to the extent permitted), at or prior to the Closing, of each of the following
conditions:


 


(a)           Representations,
Warranties and Covenants. (i) The representations and warranties of
NPCI contained in this Agreement shall be true and correct in all material
respects as of the Closing, except to the extent such representations and
warranties are made as of another date, in which case, such representations and
warranties shall be true and correct in all material respects as of that date,
and (ii) the covenants and agreements contained in this Agreement to be
complied with by NPCI on or before the Closing shall have been complied with in
all material respects.


 


(b)           No
Proceeding or Litigation. No Action shall be pending by or before any
Governmental Authority against any of NPCI, Oread Capital or Mr. Cook,
seeking to restrain or materially and adversely alter the transactions
contemplated by this Agreement which is reasonably likely to render it
impossible or unlawful to consummate such transactions; provided, however,
that this Section 6.03(b) shall not apply if Oread Capital has
directly or indirectly solicited or encouraged any such Action.


 


SECTION 6.04. Conditions to Obligations of Mr. Cook.
The obligations of Mr. Cook to consummate the transactions contemplated by
Article II of this Agreement shall be subject to the fulfillment or waiver
(to the extent permitted), at or prior to the Closing, of each of the following
conditions:


 


(a)           Representations,
Warranties and Covenants. (i) The representations and warranties of
NPCI contained in this Agreement shall be true and correct in all material
respects as of the Closing, except to the extent such representations and
warranties are made as of another date, in which case, such representations and
warranties shall be true and correct in all material respects as of that date,
and (ii) the covenants and agreements contained in this Agreement to be
complied with by NPCI on or before the Closing shall have been complied with in
all material respects.


 


(b)           No
Proceeding or Litigation. No Action shall be pending by or before any
Governmental Authority against any of NPCI, Oread Capital or Mr. Cook,
seeking to restrain or materially and adversely alter the transactions
contemplated by this Agreement which is reasonably likely to render it
impossible or unlawful to consummate such transactions; provided, however,
that this Section 6.04(b) shall not apply if Mr. Cook has
directly or indirectly solicited or encouraged any such Action.


 


ARTICLE VII


GENERAL PROVISIONS


 


SECTION 7.01. Severability. If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any Law
or public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated hereby is not affected in


 


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any manner materially adverse to either party hereto. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent
possible.


 


SECTION 7.02. Entire Agreement. This Agreement and the
Stock Purchase Agreement constitute the entire agreement of the parties hereto
with respect to the subject matter hereof and thereof and supersede all prior
agreements and undertakings, both written and oral, between NPCI, Oread Capital
and Mr. Cook with respect to the subject matter hereof.


 


SECTION 7.03. Assignment. This Agreement may not be
assigned, by operation of law or otherwise, without the express prior written
consent of NPCI, Oread Capital and Mr. Cook (which consent may be
granted or withheld in the sole discretion of NPCI, Oread Capital or Mr. Cook)
and any such assignment or attempted assignment without such consent shall be
void; provided, however, that NPCI may assign this Agreement
or any of its rights and obligations hereunder to the financing sources of NPCI
by way of security, without the consent of Oread Capital or Mr. Cook; provided,
further, that no such assignment shall release NPCI from any liability
or obligation under this Agreement.


 


SECTION 7.04. Amendment. This Agreement may not be
amended or modified except (a) by an instrument in writing signed by, or
on behalf of, NPCI, Oread Capital, and Mr. Cook, or (b) by a waiver
in accordance with Section 7.05.


 


SECTION 7.05. Waiver. Each of NPCI, Oread Capital and Mr. Cook
may (a) extend the time for the performance of any of the obligations
or other acts of the other party, (b) waive any inaccuracy in the
representations and warranties of the other party contained herein or in any
document delivered by the other party pursuant hereto, or (c) waive
compliance with any of the agreements of the other party or conditions to such
party’s obligations contained herein. Any such extension or waiver shall be
valid only if set forth in an instrument in writing signed by the party to be
bound thereby. Any waiver of any term or condition shall not be construed as a
waiver of any subsequent breach or a subsequent waiver of the same term or
condition, or a waiver of any other term or condition of this Agreement. The
failure of either NPCI, Oread Capital or Mr. Cook to assert any of its
rights hereunder shall not constitute a waiver of any of such rights. All
rights and remedies existing under this Agreement are cumulative to, and not
exclusive of, any right or remedy otherwise available.


 


SECTION 7.06. No Third Party Beneficiaries. This Agreement
shall be binding upon and inure solely to the benefit of the parties hereto and
their respective successors and permitted assigns and nothing herein, express
or implied, is intended to or shall confer upon any other Person, including any
union or any employee or former employee of NPCI, any legal or equitable right,
benefit or remedy of any nature whatsoever, including any right of employment
for any specified period, under or by reason of this Agreement.


 


SECTION 7.07. Specific Performance. NPCI, on the one hand,
and Oread Capital and Mr. Cook, on the other hand, acknowledge and agree
that the other parties would be irreparably damaged if any provision of this
Agreement is not performed in accordance with its


 


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specific terms and that any breach of this Agreement could not be adequately
compensated in all cases by monetary damages alone. Accordingly, in addition to
any other right or remedy to which each party may be entitled, at law or
in equity, it shall be entitled to enforce any provision of this Agreement by a
decree of specific performance and to temporary, preliminary and permanent
injunctive relief to prevent breaches or threatened breaches of any provision
of this Agreement, without posting any bond or other undertaking.


 


SECTION 7.08. Governing Law. This Agreement shall be
governed by, and construed in accordance with, the laws of the State of Kansas
applicable to contracts executed in and to be performed in that State. All
Actions arising out of or relating to this Agreement shall be heard and
determined exclusively in any Kansas federal court, provided, however,
that if such federal court does not have jurisdiction over such Action, such
Action shall be heard and determined exclusively in any Kansas state court
sitting in Johnson County, Kansas. Consistent with the preceding sentence, the
parties hereto hereby (a) submit to the exclusive jurisdiction of any
federal or state court sitting in Johnson County, Kansas for the purpose of any
Action arising out of or relating to this Agreement brought by any party hereto
and (b) irrevocably waive, and agree not to assert by way of motion,
defense, or otherwise, in any such Action, any claim that it is not subject
personally to the jurisdiction of the above-named courts, that its property is
exempt or immune from attachment or execution, that the Action is brought in an
inconvenient forum, that the venue of the Action is improper, or that this
Agreement or the transactions contemplated by this Agreement may not be
enforced in or by any of the above-named courts.


 


SECTION 7.09. Waiver of Jury Trial. Each of the parties
hereto hereby waives to the fullest extent permitted by applicable Law any
right it may have to a trial by jury with respect to any litigation
directly or indirectly arising out of, under or in connection with this Agreement
or the transactions contemplated by this Agreement. Each of the parties hereto
hereby (a) certifies that no representative, agent or attorney of the
other party has represented, expressly or otherwise, that such other party
would not, in the event of litigation, seek to enforce the foregoing waiver and
(b) acknowledges that it has been induced to enter into this Agreement and
the transactions contemplated by this Agreement, as applicable, by, among other
things, the mutual waivers and certifications in this Section 7.09.


 


SECTION 7.10. Currency. Unless otherwise specified in this
Agreement, all references to currency, monetary values and dollars set forth
herein shall mean United States (U.S.) dollars and all payments hereunder shall
be made in United States dollars.


 


SECTION 7.11. Expenses. Except as otherwise specified in
this Agreement, all costs and expenses, including fees and disbursements of
counsel, financial advisors and accountants, incurred in connection with this
Agreement and the transactions contemplated by this Agreement shall be paid by
the party incurring such costs and expenses, whether or not the Closing shall
have occurred.


 


SECTION 7.12. Conveyance Taxes. Each of Oread Capital and Mr. Cook
shall be liable for and shall hold NPCI harmless against any Conveyance Taxes
which become payable in connection with transfer by Oread Capital or Mr. Cook
of any of their respective interests in Hawk-Eye as contemplated by this
Agreement. Each of Oread Capital and 


 


11

















 


Mr. Cook, after the review and consent by NPCI, shall file such
applications and documents as shall permit any such Conveyance Taxes to be
assessed and paid on or prior to the Effective Time in accordance with any
available pre-sale filing procedure. NPCI shall execute and deliver all
instruments and certificates necessary to enable Oread Capital and Mr. Cook
to comply with the foregoing.


 


SECTION 7.13. Counterparts. This Agreement may be
executed and delivered (including by facsimile transmission) in one or more
counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original, but all of which
taken together shall constitute one and the same agreement.


 


 


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IN WITNESS WHEREOF, NPCI, Oread Capital and Mr. Cook have duly
executed this Agreement as of the date first written above.


 


	
   

  	
  NPC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James K. Schwartz

  	
   

  
	
   

  	
   

  	
  James K. Schwartz,

  	
   

  
	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OREAD CAPITAL PARTNERS, LLC

  
	
   

  	
  By: Oread Holdings, LLC, its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James K. Schwartz

  	
   

  
	
   

  	
   

  	
  James K. Schwartz, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TROY D. COOK

  



 

















 


IN WITNESS WHEREOF, NPCI, Oread Capital and Mr. Cook have duly
executed this Agreement as of the date first written above.


 


	
   

  	
  NPC INTERNATIONAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James K. Schwartz,

  	
   

  
	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OREAD CAPITAL PARTNERS, LLC

  
	
   

  	
  By: Oread Holdings, LLC, its Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  James K. Schwartz, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Troy D. Cook

  	
   

  
	
   

  	
  TROY D. COOK

  



 

















 


ACKNOWLEDGEMENT, CONSENT AND APPROVAL


OF HAWK-EYE INTERESTS PURCHASE AGREEMENT


 


The undersigned, O. Gene Bicknell, hereby acknowledges, consents to and
approves the Hawk-Eye Interests Purchase Agreement, in the form attached
hereto, including execution and delivery thereof and instruments contemplated
thereunder by any officer of NPC International, Inc. (“NPCI”), and
consummation of the transactions contemplated therein, including, without
limitation, the sale and purchase of the Purchased Interests and the sale and
purchase of the Purchased Cook Interest, all as provided for therein, which is
pursuant to and as contemplated by Section 6.11 of the Stock Purchase
Agreement, dated March 3, 2006, between NPC Acquisition Holdings, LLC,
NPCI, and the stockholders of NPCI (including the undersigned).


 


	
  Dated:

  	
  April 29, 2006

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/
  O. Gene Bicknell

  	
   

  
	
   

  	
  O.
  GENE BICKNELL

  



 

















 


ACKNOWLEDGEMENTS, CONSENTS AND APPROVALS


 


Oread Holdings, LLC, as the sole Member and Manager of Oread Capital
Partners, LLC, and James K. Schwartz, as a Member and Manager of Oread Holdings,
LLC, each acknowledge, consent to and approve the foregoing transactions,
including, without limitation, the sale and purchase of the Purchased
Interests, the sale and purchase of the Purchased Cook Interest, the Oread
Holdings Distribution, the Schwartz Distribution, and the Cook Distribution,
all as provided for in the foregoing, and agree to execute and deliver to NPCI
such documentation as NPCI may reasonably request to evidence the
occurrence of the Oread Holdings Distribution, the Schwartz Distribution and
the Cook Distribution at the Closing, but effective no later than the Effective
Time, in the manner and order contemplated by Section 6.11 of the Stock
Purchase Agreement.


 


 


	
   

  	
  OREAD HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James K. Schwartz

  	
   

  
	
   

  	
   

  	
  James K. Schwartz, Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James K. Schwartz

  	
   

  
	
   

  	
  JAMES
  K. SCHWARTZ