LENDER HEREBY (I) IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY IN
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND FOR ANY
COUNTERCLAIM THEREIN; (II) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT
PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH
LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES
OTHER THAN, OR IN ADDITION TO,
5
ACTUAL DAMAGES; (III) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR
AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS; AND (IV) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO
ENTER INTO THIS AMENDMENT, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 7.
SECTION 8. Certain Tax Matters. From and after the Restatement Effective Date,
solely for purposes of FATCA, the parties hereto shall treat the Restated Credit
Agreement and any Loans made thereunder (including any Loans already
outstanding) as not qualifying as "grandfathered obligations" within the meaning
of Treas. Reg. section 1.1471-2(b)(2)(i).
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Annex A
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
NPC INTERNATIONAL, INC.
as Parent Borrower
By:
/s/ Troy D. Cook
Name:
Troy D. Cook
Title:
Executive Vice President-Finance,
Chief Financial Officer and Secretary
NPC QUALITY BURGERS, INC.,
as Subsidiary Borrower
By:
/s/ Troy D. Cook
Name:
Troy D. Cook
Title:
Executive Vice President-Finance,
Chief Financial Officer and Secretary
NPC OPERATING COMPANY B, INC.,
as Subsidiary Borrower
By:
/s/ Troy D. Cook
Name:
Troy D. Cook
Title:
Executive Vice President-Finance,
Chief Financial Officer and Secretary
NPC RESTAURANT HOLDINGS, LLC,
as Guarantor
[Amendment No. 5]
By:
/s/ Troy D. Cook
Name:
Troy D. Cook
Title:
Executive Vice President-Finance,
Chief Financial Officer and Secretary
[Amendment No. 5]
BARCLAYS BANK PLC,
as Lender, Administrative Agent, Collateral Agent, Issuing Bank, Swingline
Lender, and Term Lender
By:
/s/ Ritam Bhalla
Name:
Ritam Bhalla
Title:
Director
CONSENT TO NPC AMENDMENT NO. 5
CONSENT (this "Consent") to Amendment No. 5 ("Amendment") to the CREDIT
AGREEMENT, dated as of December 28, 2011 (as amended, amended and restated, or
otherwise modified prior to the date hereof, the "Credit Agreement" and as
further amended and restated pursuant to the Amendment, the "Restated Credit
Agreement"), among NPC INTERNATIONAL, INC., a corporation formed under the laws
of the State of Kansas (the "Parent Borrower"); NPC QUALITY BURGERS, INC., a
corporation formed under the laws of the State of Kansas, and NPC OPERATING
COMPANY B, INC., a corporation formed under the laws of the State of Kansas
(each, a "Subsidiary Borrower"); NPC RESTAURANT HOLDINGS, LLC, a limited
liability company formed under the laws of the State of Delaware ("Holdings");
each of the lenders that is a signatory thereto; and BARCLAYS