HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS.
(iii)
EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN THE
MANNER PROVIDED FOR NOTICES IN SECTION 12.02 OF THE CREDIT AGREEMENT. NOTHING IN
THIS AMENDMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE GOVERNMENTAL REQUIREMENTS.
(iv)
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
LENDER OR ANY HOLDER OF A NOTE TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE LOAN PARTIES IN ANY OTHER JURISDICTION WITH RESPECT TO ANY
OTHER LOAN DOCUMENT THAT PROVIDES FOR SUCH OTHER JURISDICTION, INCLUDING WITHOUT
LIMITATION THE COMMENCEMENT OF ENFORCEMENT PROCEEDINGS UNDER THE LOAN DOCUMENTS
IN ALL APPLICABLE JURISDICTIONS.
(v)
EACH LOAN PARTY AND EACH 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, 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 9.
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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:
__________
Name:
Title:
NPC QUALITY BURGERS, INC.,
as Subsidiary Borrower
By:
__________
Name:
Title:
NPC OPERATING COMPANY B, INC.,
as Subsidiary Borrower
By:
_________
Name:
Title:
NPC RESTAURANT HOLDINGS, LLC,
as Guarantor
By:
____________
Name:
Title:
BARCLAYS BANK PLC,
as Lender, Administrative Agent, Collateral Agent, Issuing Bank, Swingline
Lender, and Term Lender
By:
___________
Name:
Title:
Texas Capital Bank, NA
as Lender
By:
___________
Name:
Title:
CONSENT TO NPC AMENDMENT NO. 4
CONSENT (this "Consent") to Amendment No. 4 ("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