UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report: January 15, 1999
NPC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Kansas 1-13007 48-0817298
(State of incorporation) (Commission (IRS Employer
Identification No.) Identification Number)
720 West 20th Street Pittsburg, Kansas 66762
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (316) 231-3390
Item 5. OTHER EVENTS
The press release filed with this report as Exhibit 99-A is
incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
The exhibits set forth on the Index to Exhibits on page
3 are incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
NPC INTERNATIONAL, INC.
Date: January 15, 1999 By
Troy D. Cook
Vice President Finance
Chief Financial Officer
Principal Financial Officer
INDEX TO EXHIBITS
PAGE NO.
EXHIBIT IN THIS
NO. DESCRIPTION FILING
99-A Press Release of Registrant dated 4
January 13, 1999
99-B Distribution Agreement between
AmeriServe Food Distribution, Inc. and
NPC International, Inc. and Subsidiaries 5
EXHIBIT 99-A Contact: Troy D. Cook
Vice President Finance &
Chief Financial Officer
NPC International, Inc.
(913) 327-5555, ext. 109
FOR IMMEDIATE RELEASE
NPC INTERNATIONAL, INC. ENTERS INTO DISTRIBUTION
AGREEMENT WITH AMERISERVE
PITTSBURG, Kansas (January 13, 1999 - NPC International, Inc.
(Nasdaq:NPCI) today announced that it has entered into a six-year
exclusive food and supplies distribution agreement with AmeriServe
Food Distribution, Inc. The initial term of the agreement will
expire on December 31, 2000 and provides for two automatic renewal
options for two years each at market rates. The terms of the
contract will provide incentives for using more efficient
distribution practices and will result in a reduction in the
distribution costs incurred by NPC.
AmeriServe acquired PepsiCo Food Systems (PFS) in July, 1997
and has been providing distribution services to the Company
through its PFS relationship since the acquisition.
Raymond Marshall, AmeriServe executive vice president, chain
management and vice chairman, stated, "We are proud to have
secured a contract with the largest Pizza Hut franchisee in the
World. The execution of this contract with NPC is a vote of
confidence on behalf of AmeriServe and we look forward to working
in partnership with NPC as they continue their growth in the Pizza
Hut system."
Gene Bicknell, NPC chairman and CEO stated, "We are pleased
to continue our long-standing relationship with AmeriServe and
look forward to a mutually beneficial relationship."
Jim Schwartz, NPC president and COO said, "AmeriServe has
proven itself as a quality service provider to NPC since its
acquisition of PFS over 18 months ago. AmeriServe's scale affords
NPC a unique opportunity to work with one provider to meet all of
the Company's distribution needs as we continue to grow our Pizza
Hut operated territories through acquisition."
AmeriServe, headquartered in Dallas, Texas, serves close to
37,000 quick-service and casual dining restaurants in the United
States, Canada and Mexico, including Applebee's, Arby's, Burger
King, Chick-fil-A, Chili's, Dairy Queen, KFC, Lone Star
Steakhouse, Long John Silver's, Olive Garden, Pizza Hut, Red
Lobster, Sonic, Taco Bell, TCBY and TGI Friday's. AmeriServe is a
subsidiary of Holberg Industries, Inc., a diversified service
company located in Greenwich, Connecticut.
NPC International, Inc. is the world's largest Pizza Hut
franchisee and currently operates 643 Pizza Hut restaurants and
delivery units in 24 states.
For more information contact Troy D. Cook, vice president
finance and chief financial officer, NPC International, Inc.,
14400 College Boulevard, Suite 201, Lenexa, Kansas 66215.
**********************
99-02
EXHIBIT 99-B
DISTRIBUTION AGREEMENT
This Distribution Agreement (the "Agreement") is dated as of
November 1, 1998 (the "Effective Date") between AmeriServe Food
Distribution, Inc. a Delaware corporation, ("Distributor"), and
NPC International, Inc., a Kansas corporation ("Franchisee"),
and NPC Management, Inc., a Deleware corporation (collectively
"Franchisee").
RECITALS
A. Distributor is in the business of purchasing food and other
products for resale and distribution to restaurants in
Distributor's distribution area, which is described in Annex A
attached to this Agreement ("Distribution Area").
B. Franchisee operates the PIZZA HUT retail outlets in the
Distribution Area listed on Annex B attached to this Agreement,
which list may be modified from time to time during the term of
this Agreement ("PIZZA HUT Retail Outlets"). Except as provided
below the PIZZA HUT Retail Outlets are all of the Pizza Hut
restaurants owned or operated, directly or indirectly, by
Franchisee or its affiliates as of the date of this Agreement.
Franchisee agrees to amend Annex B to add any new PIZZA HUT Retail
Outlets that are acquired or built by Franchisee or its affiliates
during the term of this Agreement. Additionally, Franchisee
agrees that no later than January 1, 2000, it will add to the list
of new PIZZA HUT Retail Outlets covered by this Agreement the 57
PIZZA HUT restaurants that are currently serviced by one of
Distributor's competitors.
C. Distributor desires to be designated, and Franchisee
desires to designate Distributor, as Franchisee's exclusive
Distributor of food and packaging products ("Food and Packaging
PIZZA HUT Products"), except produce, soft drinks, smallwares and
promotional items, for use in Franchisee's PIZZA HUT Retail
Outlets located in the Distribution Area, and as an authorized
Distributor of smallware products ("Smallware PIZZA HUT
Products"), produce, soft drinks and promotional items in
accordance with the terms and conditions set forth in this
Agreement. The term "PIZZA HUT Products" as used in this
Agreement shall refer to Food and Packaging PIZZA HUT Products and
to Smallware PIZZA HUT Products.
D. Distributor has committed to make available to Franchisee the
economies resulting from purchases by Distributor in the best
price and discount brackets available to purchasers of truckloads
and other large quantities.
E. The IPHFHA Sourcing and Distribution Committee (the
"Committee") has been organized with the assistance of the
International Pizza Hut Franchise Holders Association ("IPHFHA"),
to monitor the Distributor's services under this Agreement.
F. The Foodservice Purchasing Cooperative, Inc. (the
"Cooperative") has been approved to source PIZZA HUT Products to
Distributor.
NOW, THEREFORE, the Distributor and the Franchisee agree as
follows:
1. Purchase and Sale of Products. During the term of this
Agreement, the Franchisee shall purchase from the Distributor, and
Distributor shall sell and deliver to the Franchisee, (i)
substantially all of the Food and Packaging PIZZA HUT Products
except produce, smallwares, soft drinks and promotional items used
by Franchisee in its PIZZA HUT Retail Outlets (including Outlets
built or acquired after the date of this Agreement) located in the
Distribution Area, in accordance with the terms and conditions set
forth herein, and (ii) all such Smallware PIZZA HUT Products,
produce, smallwares, soft drinks and promotional items as agreed
to by the Franchisee and the Distributor. Franchisee will require
any purchaser of any of the PIZZA HUT Retail Outlets to assume the
obligations of this Agreement. Incidental purchases may be made
by Franchisee in emergency situations. The Franchisee shall
purchase PIZZA HUT Products from Distributor from time to time
pursuant to specific orders placed by the Franchisee or its PIZZA
HUT Retail Outlets. Distributor will be given the opportunity to
bid on Franchisee's equipment purchases.
2. Prices and Terms.
(a) Distributor Markup. The prices paid for the PIZZA HUT
Products are listed on Annex "C" attached hereto.
(b) "Landed Cost". As used in this Agreement, the term "Landed
Cost" for PIZZA HUT Products shall mean Distributor's F.O.B.
seller's dock cost for PIZZA HUT Products, plus freight from the
F.O.B. point to Distributor's distribution warehouse; provided
however, (1) if Distributor elects to provide its own
transportation from seller's dock to Distributor's distribution
warehouse, Landed Cost shall include freight costs as published by
the Cooperative not to exceed the published freight tariffs that
would be applicable if common carriers were used for shipping the
PIZZA HUT Products from the seller's dock to Distributor's
distribution warehouse, and (2) all weight and quantity discounts,
promotional allowances, print allowances, rebates and special
discounts with the exception of cash discounts for early payments
will be deducted in computing the Landed Cost.
(c) Inventory Policies. For purposes of determining Landed
Cost, Distributor shall price its inventory of PIZZA HUT Products
on a last in, first out (LIFO) basis where all product will be
sold at current market value, whether that value is higher or
lower than actual inventory value. Current market value, for
monthly priced items, is defined as the purchase order cost if
there is an outstanding purchase order with a delivery date into
the Distributor prior to the 10th day of the month for the month
which pricing is being determined. The Distributor shall provide
current price lists for monthly priced items at least three (3)
business days prior to the beginning of the applicable monthly
period. Current market value for weekly priced items is the
Distributor's current Landed Cost at the time pricing is
determined (not to exceed three (3) days prior to the beginning of
the weekly period). Distributor shall maintain inventory levels
of Food and Packaging PIZZA HUT Products sufficient to insure the
fulfillment of 99 (see calculation in Annex E) percent of the
aggregate orders for Food and Packaging PIZZA HUT Products placed
during any 30-day period by Franchisee and its PIZZA HUT Retail
Outlets; provided, however, that Distributor shall assure the
fulfillment of all orders for essential PIZZA HUT Products as are
listed on Annex D, attached hereto. Distributor shall further use
its best efforts to maintain for Franchisee and its PIZZA HUT
Retail Outlets sufficient inventories of PIZZA HUT Products to
satisfy reasonably expected requirements for PIZZA HUT Products.
Distributor shall adhere to such inventory control procedures and
base stock levels as Franchisee (or its designated representative)
shall reasonably recommend from time to time. Distributor shall
order product in quantities to achieve maximum freight efficiency.
If order quantity for maximum freight efficiency represents more
than three weeks of sales on the entire mix to all PIZZA HUT
franchisees serviced by Distributor, a smaller order quantity is
acceptable.
(d) Substitutes. If a Franchisee or one of its PIZZA HUT
Retail Outlets orders a PIZZA HUT Product item which Distributor
does not have in-stock, and another item is substituted for the
out-of-stock item, then the price charged for the substitute item
shall equal the lower of the substitute item's price or the out-of-
stock item's price. Substitutes will not be made without the
approval of the Franchisee or the ordering PIZZA HUT Retail Outlet
and will in all events satisfy the requirements of Section 5 of
this Agreement.
(e) Payment Terms. The term for payment of invoices for
PIZZA HUT Products purchased by Franchisee and its PIZZA HUT
Retail Outlets under this Agreement shall be net 28 days. The
following payment discounts will be rebated on a quarterly basis
if the PIZZA HUT Retail Outlet is within credit terms: 2 days -
.8%; 9 days - .6%; 16 days - .4%; 23 days - .2%. There will be no
discount given to C.O.D. customers because of credit reasons. An
interest charge shall be added to any past due balance, such rate
to be the lesser of 1.5% per month or the maximum lawful rate.
Distributor may, in accordance with a reasonable and uniformly
applied credit policy, deal on a C.O.D. basis with any Franchisee
or its PIZZA HUT Retail Outlet; provided, however, that regardless
of any delinquency in the account of any Franchisee or its PIZZA
HUT Retail Outlet, Distributor shall not for any reason refuse to
sell new PIZZA HUT Products on a C.O.D. basis to Franchisee or its
PIZZA HUT Retail Outlet which wishes to purchase PIZZA HUT
Products from Distributor as long as the Franchisee or its PIZZA
HUT Retail Outlet is making the agreed to payments on any
outstanding balance.
(f) Pickups. PIZZA HUT Product items shipped incorrectly,
which were not ordered or which were shipped out-of-code date may
be refused within 24 hours of time of delivery. Distributor shall
pick up any such refused PIZZA HUT Product items on the next
scheduled delivery, except that PIZZA HUT Product produce items,
due to perishability, will not be picked up and will be presumed
acceptable once the delivery ticket has been signed. For "key
drop" deliveries, if a PIZZA HUT Retail Outlet has a concern with
the quality, packaging, etc. of a PIZZA HUT Product item, they may
notify the Distributor by noon the day the product was delivered
to be eligible for credit.
(g) Service Level Requirements. Distributor agrees to
maintain the service level requirements set forth in Annex E with
respect to the Food and Packaging PIZZA HUT Products.
(h) Distributor Representations. Distributor represents and
warrants to Franchisee that the PIZZA HUT Products delivered to
Franchisee or its PIZZA HUT Retail Outlets under this Agreement
shall be delivered free and clear of liens, claims of ownership,
or other claims by third parties.
(i) Distributor and Franchisee agree to eliminate any profit
guaranty to Distributor contained in Section 8.3 of the Pizza Hut
Franchise Agreement.
3. Orders and Deliveries.
(a) Orders. Orders by Franchisee and its PIZZA HUT Retail
Outlets may be placed through Distributor's chain account order
desk by telephone or facsimile transmission or electronic order
system and in any event, in a manner reasonably acceptable to
Distributor.
(b) Deliveries. Distributor shall deliver PIZZA HUT Products to
each Franchisee or its PIZZA HUT Retail Outlet ordering PIZZA HUT
Products two times per week (or as mutually agreed to by the
Distributor and the ordering PIZZA HUT Retail Outlet). Deliveries
in excess of two per week will be made on terms mutually agreed to
by the Distributor and the Franchisee or its PIZZA HUT Retail
Outlet. Distributor shall establish and make known a schedule for
such deliveries. Distributor may deliver the ordered PIZZA HUT
Products to the PIZZA HUT Retail Outlets at any time during which
the PIZZA HUT Retail Outlet is open for business; provided,
however, Distributor shall make no deliveries during the hours of
11:30 a.m. to 1:30 p.m., Monday through Friday, and 4:00 p.m. to
7:30 p.m. Fridays and Saturdays, or such other black out periods
which are agreed upon by Distributor and Franchisee or its PIZZA
HUT Retail Outlets ("Black-Out Periods"). Distributors must
complete a delivery prior to the beginning of a Black Out Period
in order for the delivery to be an On-Time Delivery for the
purposes of Annex E. The delivery of PIZZA HUT Products to
Franchisee and its PIZZA HUT Retail Outlets shall not be made by
other than Distributor owned or controlled carriage unless
expressly authorized by the purchasing Franchisee or the ordering
PIZZA HUT Retail Outlet. Distributor shall use its best efforts
promptly to satisfy any emergency needs of Franchisee or its PIZZA
HUT Retail Outlets for PIZZA HUT Products. If the emergency
results from a shortage in the Distributor's delivery, there shall
be no charge to Franchisee or its PIZZA HUT Retail Outlets for
special delivery. Distributor shall not impose any minimum dollar
order amount per delivery requirement.
4. Sale of Promotional Items. Distributor shall make
available special products that are used by Franchisee's PIZZA HUT
Retail Outlets for a limited duration (limited time only
products), as required by PIZZA HUT marketing promotions.
Distributor shall solicit signed commitments from Franchisee for
the quantity of each limited time only product for which PIZZA HUT
Retail Outlet. Distributor shall make available limited time only
products as requested by the signed commitments and maintain
inventory as indicated by the commitment volume. If at the end of
any marketing promotion, Distributor has limited time only
products remaining in inventory, upon request of Distributor,
Franchisee will use its reasonable efforts to assist Distributor
in the sale of that inventory. Such assistance may, but not
necessarily, include requesting the assistance of the Committee or
the Cooperative in finding an outlet for sale of the inventory, or
any other appropriate means. Franchisee is ultimately responsible
for payment for the committed inventory within 90 days of the end
of the promotion.
5. Specifications of PIZZA HUT Corp. PIZZA HUT Corp. has
established standards and specifications for the PIZZA HUT
Products to be supplied by Distributor to Franchisee and its PIZZA
HUT Retail Outlets under this Agreement, which standards and
specifications may be modified from time to time during the term
of this Agreement. Distributor shall not sell or deliver any
PIZZA HUT Products under this Agreement unless the PIZZA HUT
Products meet applicable PIZZA HUT standards and specifications
and the PIZZA HUT Products have been supplied by a PIZZA HUT-
approved supplier. Distributor has been approved by PIZZA HUT to
sell PIZZA HUT Products to Franchisee. Distributor shall maintain
its approved status and shall abide and remain bound by during the
term of this Agreement all reasonable terms of the Approved
Distributor Agreement entered into between the Distributor and
PIZZA HUT.
6. Purchases through Cooperative. Distributor has entered
into and shall comply with the terms of a Distributor
Participation Agreement between the Distributor and the
Cooperative. Franchisee hereby directs Distributor to purchase
all PIZZA HUT Products to be sold to Franchisee and its PIZZA HUT
Retail Outlets, and the Distributor agrees to purchase all such
products, from the Cooperative or such other purchasing manager or
cooperative designated by Franchisee; provided, however, that
Distributor may purchase PIZZA HUT Products from other sources if
the particular PIZZA HUT Product ordered by Franchisee or its
PIZZA HUT Retail Outlet is not available from the Cooperative or
if the Cooperative's price on a particular PIZZA HUT Product is
unreasonably high.
7. Reports, Inspections and Coordination.
(a) Reports. Distributor shall provide monthly reports to
Franchisee or its designated representative setting forth an
accurate list of Distributor's Landed Cost for all PIZZA HUT
Products together with the related markup and price extensions,
along with a detailed report on the volume of PIZZA HUT Products
sold by Distributor and Distributor's per PIZZA HUT Retail Outlet
average volume of PIZZA HUT Products. The reports will be in
sufficient detail to allow the Franchisee or its representative to
monitor with reasonable ease and accuracy Distributor's compliance
with the price terms of this Agreement. Distributor shall further
supply Franchisee or its designated representative with a monthly
report of order fill rate for the entire Distribution Area.
Distributor shall report on-time delivery performance by
distribution center and entire Distribution Area to the Franchisee
or its designated representative on a monthly basis. Distributor
will provide Franchisee or its designated representative a monthly
consolidated usage file summarizing total sales (quantity and
dollars) by distributor item for all PIZZA HUT Retail Outlets
served by Distributor under a distribution Agreement with any
Pizza Hut franchisee. Distributor shall also provide the
Franchisee or its designee a monthly report which lists all
products purchased from suppliers other than the Cooperative and
Distributor's reasons for the use of an alternate supplier.
(b) Coordination. Distributor and Franchisee or its designated
representative shall meet not less than semi-annually to discuss
the course of dealing between Distributor and Franchisee and its
PIZZA HUT Retail Outlets under this Agreement.
(c) Inspections and Record Retention. Distributor shall afford
the Franchisee or its designated representative reasonable access
during normal business hours upon reasonable prior notice to all
premises utilized in Distributor's activity hereunder. The
Franchisee or its designated representative shall have the right
to take reasonable samples of PIZZA HUT Products, and shall
reimburse Distributor for such samples in an amount equal to
Distributor's cost. Distributor shall keep accurate records
covering all transactions within the scope of this Agreement and
the Franchisee or its designated representative shall have the
right during normal business hours to examine any records or other
documents and materials in Distributor's possession or under its
control regarding the subject matter and terms of this Agreement.
Distributor agrees to make available perpetual inventory records
of PIZZA HUT Product items at each cost level, providing evidence
of Distributor's Landed Cost for inventory sold to Franchisee and
its PIZZA HUT Retail Outlets and dates and price changes
predicated on inventory depletions. If an audit conducted by the
Franchisee or its designated representative presents evidence
indicating that Distributor overcharged Franchisee or its PIZZA
HUT Retail Outlets as a result of Distributor's failure reasonably
to exercise the LIFO method of inventory control or otherwise,
then Distributor shall promptly reimburse the Franchisee and its
PIZZA HUT Retail Outlets for such overcharges.
(d) Audit Procedures. Distributor shall permit and facilitate
audits of Distributor's performance under this Agreement as may be
arranged by Franchisee or its representative, including without
limitation an audit by the Cooperative, of the PIZZA HUT Products
purchased through the Cooperative from the Distributor. Audits
will be conducted a maximum of four times annually, unless
Distributor's previous audits are deemed to unsatisfactory by the
Franchisee or its designated representative.
(e) Inventory Recommendations. Franchisee or its designated
representative shall be entitled to recommend to Distributor
inventory control procedures and base stock levels.
(f) Proof of Insurance. Distributor shall provide Franchisee or
its designated representative with proof of insurance as required
by Section 9 of this Agreement.
(g) Designation of Committee as Representative. The Franchisee
hereby designates the Committee as its designated representative
to receive reports and act on its behalf with respect to all
matters set forth in this Section 7 until such time as Franchisee
shall give written notice to Distributor of its designation of
another representative or of its intent to act on its own behalf
with respect to any or all of the matters set forth in this
Section 7, or the Committee provides written notice to Distributor
of its withdrawal as representative hereunder. Franchisee hereby
authorizes the Distributor to rely on all acts and requests of the
Committee on its behalf, including requests by the Committee to
modify the reporting requirements of this Section 7.
Notwithstanding this designation, Franchisee shall be entitled to
participate in any meetings or other matters contemplated by this
Section 7 and shall coordinate any such participation with the
Committee.
8. Term and Termination.
(a) Term. The term of this Agreement shall commence on November
1, 1998 and shall continue until December 31, 2000, unless
terminated pursuant to the terms of this Agreement. Distributor
shall have "renewal options" after the first two (2) years for an
additional two (2) years ending December 31, 2002, and after the
second two (2) year period for an additional two (2) years ending
on December 31, 2004. "Renewal option" shall mean that
Distributor shall have the right to renew this Agreement if it
matches within .25% the pricing terms (mark-up, prompt pay
discount, etc.) offered to Franchisee by a competing distributor
which is ready, willing and able to service all of Franchisee's
Pizza Hut Retail Outlets; provided, however, the 8.9% mark-up
shall not be increased during the "renewal options." Franchisee
will give Distributor sixty (60) days prior written notice if this
Agreement is not being renewed. Pizza Hut Retail Outlets
purchased from Tricon or one of its subsidiaries will continue to
purchase from Distributor until December 31, 2004. Thereafter,
this Agreement may be renewed for successive one-year terms upon
the written agreement of the parties.
(b) Termination. If any of the following occur during the term or
a subsequent term of this Agreement, Franchisee may terminate this
Agreement immediately upon giving written notice of the
termination to Distributor; (1) Distributor shall fail to cure any
breach of this Agreement within 30 days after receipt by
Distributor of written notice of the breach from the Franchisee;
(2) for three or more months in any twelve month period,
Distributor fails to meet one of the service requirements set
forth on Annex E (must relate to the same service level
requirement); (3) any of Distributor's property, or any part
thereof, shall be attached or Distributor shall suffer the filing
of any like process against it which is not discharged within 30
days and which is substantial in relation to Distributor's assets;
(4) Distributor shall have filed, or had filed against it, a
petition of bankruptcy or a similar petition under any bankruptcy
law or under any other law for the relief of debtors; (5)
Distributor's suspension of the performance of any of material
obligation under this Agreement pursuant to Section 9 hereof for a
period in excess of thirty (30) days, or (6) Distributor is no
longer an approved distributor of PIZZA HUT Products. Upon
termination of this Agreement for any reason, Distributor shall
fulfill and deliver any order for PIZZA HUT Products placed by
Franchisee or its PIZZA HUT Retail Outlet prior to the
effectiveness of a termination of this Agreement, unless otherwise
mutually agreed, and shall use its reasonable efforts to
facilitate the transition of the services provided under this
Agreement to Franchisee and its PIZZA HUT Retail Outlets to a
successor distributor of the services. Upon termination of this
Agreement by Franchisee, upon request of Distributor, Franchisee
will use its reasonable efforts to assist Distributor in the sale
of inventory reasonably held by Distributor for Franchisee or its
PIZZA HUT Retail Outlets. Such assistance may, but not
necessarily, include requesting the assistance of the Committee or
the Cooperative in finding an outlet for sale of such inventory,
or any other appropriate means.
9. Force Majeure. If Distributor or any Franchisee or
Retail Outlet is prevented from performing its obligations
hereunder by an occurrence beyond its reasonable control, such as,
but not limited to, acts of God, fire, flood, war, insurrection,
riot, plant breakdown, accidents, embargo, explosions, product
shortages, governmental action, order of decree, or strikes or
labor disruption, then Distributor or the Franchisee, as the case
may be, shall be excused from performance under this Agreement for
so long as such occurrences continue, to the extent that such
party's ability to suspend its obligations hereunder is thereby
impaired. In such event, the party who intends to suspend its
obligations pursuant to this Section shall notify the other party
and shall keep the other party fully informed as to the status of
and the expected duration of the suspension. Distributor shall
keep the Franchisee fully informed of the status of its union
contract, if any, and union problems, if any, as they occur, and
of the Distributor's anticipated procedures in the event of a
strike. In the event Distributor is unable to perform its
obligations under this Agreement as a result of a strike,
Distributor will cooperate fully with the Franchisee in allowing
the Franchisee to arrange for the interception of shipments of
PIZZA HUT Products to Distributor and the diversion of those
shipments to another warehouse distribution facility designated by
the Franchisee.
10. Indemnity and Franchisee Liability. Distributor shall
indemnify Franchisee and its respective PIZZA HUT Retail Outlets,
each of their respective successors and assigns, and each of their
respective officers, directors, and employees, and shall hold them
harmless from and against any and all loss, liability, claims,
demands or suits (including, without limitation, reasonable
attorneys' fees and expenses) which arise out of: (a)
Distributor's negligent acts or omissions in distributing PIZZA
HUT Products to Franchisee or its PIZZA HUT Retail Outlets under
this Agreement; (b) the breach of any of the representations,
warranties or agreements made by Distributor in this Agreement
(including, without limitation, damages caused by any violations
of law by Distributor); or (c) the warehousing, delivery, storage,
handling or transporting of any PIZZA HUT Products while under the
care, custody or control of Distributor. Distributor shall
maintain liability insurance in an amount not less than $2 million
per occurrence during the term of this Agreement. The Franchisee
shall have no liability whatsoever to Distributor with respect to
the acts or omissions to act of any other PIZZA HUT franchisees or
PIZZA HUT, Inc., including the failure of any other PIZZA HUT
franchisee to pay for PIZZA HUT Products purchased from
Distributor.
11. Confidentiality. Distributor acknowledges the
Franchisee's need to maintain the confidentiality of certain
proprietary information disclosed by the Franchisee or its PIZZA
HUT Retail Outlets to Distributor. All information communicated
by the Franchisee or its PIZZA HUT Retail Outlets to Distributor
which contains pricing information, marketing and restaurant data,
new product information or other information specifically relating
to the Franchisee's business shall be kept confidential and not
used or disclosed by Distributor to any third party; provided,
however, that the foregoing restriction shall not apply to the
information which Distributor is required to provide to other
persons under this Agreement (but only to the extent so provided).
Such confidential information shall not include information (i)
which becomes generally known to the public through no disclosure
by Distributor, (ii) which Distributor can show was known by it
prior to disclosure to it by the Franchisee, or (iii) which is
required by law to be disclosed. Distributor shall inform its
employees of the confidential nature of all information provided
by the Franchisee or its PIZZA HUT Retail Outlets which is
confidential pursuant to the terms of this Section 11 and
Distributor shall be fully responsible for any breach by its
employees of the terms of this Section 11.
12. Miscellaneous.
(a) Compliance with Law. During the term of this Agreement,
Distributor shall comply with all federal, state and local laws,
statutes, regulations, and ordinances affecting or relating to
Distributor's activities under this Agreement.
(b) Assignability. This Agreement and any rights or obligations
granted herein shall not be assigned, sublicensed, delegated or
otherwise transferred by Distributor, by operation of law or
otherwise, without the prior written consent of the Franchisee.
The Franchisee shall be under no obligation to consent to any
proposed assignment.
(c) Entire Agreement. This Agreement constitutes the entire
understanding and agreement between Distributor and the Franchisee
and supersedes all prior, subsequent and contemporaneous
understandings and agreements, whether oral or written, respecting
this Agreement's subject matter, including orders, acceptances,
and invoices. This Agreement may not be amended, modified or
supplemented except in writing signed by both parties to this
Agreement.
(d) Relationship of the Parties. The Distributor and the
Franchisee are entering into this Agreement as independent
contractor and this Agreement is not intended to create, and shall
not create a partnership relationship between the Distributor and
the Franchisee or its designated representative. Neither party to
this Agreement has any authority to bind the other except pursuant
to the terms of this Agreement.
(e) Notice. All notices and other communications required under
this Agreement must be in writing and shall be sufficiently given
if delivered in person, by telecopy or be certified or other
receipted mail as follows:
If to Distributor: AmeriServe Food Distribution, Inc.
15305 Dallas Parkway, Suite 1600
P.O. Box 9016
Addison, Texas 75001-9016
Attn: General Counsel
If to Franchisee: NPC International, Inc.
14400 College Blvd.
Lenexa, KS 66215
Attn:
Either party may by notice to the other change the addressee
and address for notices.
(f) Non-Waiver. No failure to exercise, delay in exercising, or
course of dealing, by or between the Distributor or the Franchisee
of any right, power, or privilege granted hereunder, shall operate
as a waiver of such right, power, or privilege for future
occurrences. The rights and remedies herein provided are
cumulative and not exclusive of any rights or remedies provided by
law.
(g) Benefit. This Agreement shall bind and benefit the
Franchisee and the Distributor, and their respective successors
and assigns.
(h) Counterparts. This Agreement may be executed in
counterparts. Each of such counterparts shall be deemed an
original, but all such counterparts shall together constitute one
and the same instrument.
(i) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the state of Franchisee's
incorporation or other organization.
IN WITNESS WHEREOF, the parties have signed this Agreement
dated as of November 1, 1998.
NPC International, Inc. and Subsidiaries
(FRANCHISEE)
By
Name:
Title:
AmeriServe Food Distribution, Inc.
(DISTRIBUTOR)
By
Name:
Title:
ANNEX "A"
DISTRIBUTION AREA
UNITED STATES
ANNEX "B"
PIZZA HUT RETAIL OUTLETS
5080 HOT SPRINGS AR 10594 STUTTGART AR
5127 SHREVEPORT LA 10595 WARREN AR
5364 MONTGOMERY AL 10610 JACKSON MS
5400 HATTIESBURG MS 10612 TUSCALOOSA AL
5404 JACKSON MS 10613 TUPELO MS
5410 MEMPHIS TN 10616 VICKSBURG MS
5423 BIRMINGHAM AL 10622 MEMPHIS TN
5494 BOSSIER CITY LA 10623 SPRINGFIELD MO
5497 PASCAGOULA MS 10647 KENNETT MO
5548 WHITEHAVEN TN 10648 MURRAY KY
5701 NATCHEZ MS 10650 PADUCAH KY
5705 BILOXI MS 10651 MAYFIELD KY
5707 MONROE LA 10652 GENEVA AL
5708 GREENVILLE MS 10653 BLAKELY GA
5751 LITTLE ROCK AR 10654 UNION CITY TN
5777 JACKSON MS 10656 MALDEN MO
5806 HATTIESBURG MS 10658 ASH FLAT AR
5815 MEMPHIS TN 10659 CORNING AR
5838 STARKVILLE MS 10660 JONESBORO AR
5839 OXFORD MS 10662 WALNUT RIDGE AR
5882 COLUMBUS MS 10664 ATOKA OK
5933 GREENWOOD MS 10665 MADILL OK
6105 GULFPORT MS 10666 MARIETTA OK
6110 BIRMINGHAM AL 10668 QUANAH TX
6181 GADSDEN AL 10669 BOWIE TX
6207 JACKSON MS 10687 CROSSETT AR
6265 LAUREL MS 10693 WILLARD MO
6305 TUSCALOOSA AL 10694 MARTIN TN
6333 BIRMINGHAM AL 10699 WARRIOR AL
6379 SAINT ROBERT MO 10727 BESSEMER AL
6393 NORTH LITTLE ROCK AR 10731 PADUCAH KY
6406 BARTLETT TN 10798 WIGGINS MS
6429 VICKSBURG MS 10925 EVERGREEN AL
6448 OCEAN SPRINGS MS 10932 CAMDEN AL
6461 PEARL MS 10935 MILLBROOK AL
6506 MINDEN LA 11032 MOSS POINT MS
6521 BESSEMER AL 11033 CRYSTAL SPRINGS MS
6523 CLEVELAND MS 11037 LIVINGSTON AL
6537 BASTROP LA 11038 HORN LAKE MS
6573 PRATTVILLE AL 11039 OLIVE BRANCH MS
6590 SHREVEPORT LA 11040 JACKSON MS
6596 NEOSHO MO 11050 JACKSONVILLE AR
6619 MERIDIAN MS 11053 LONG BEACH MS
6659 GULFPORT MS 11055 CONWAY AR
6681 GAUTIER MS 11062 POCAHONTAS AR
6699 RUSTON LA 11063 POPLARVILLE MS
6707 MILLINGTON TN 11064 HENDERSON TN
6708 JACKSONVILLE AL 11067 MOUNTAIN GROVE MO
6772 CLARKSDALE MS 11073 HERNANDO MS
6773 CORINTH MS 11074 PURVIS MS
6774 GRENADA MS 11170 BAY SPRINGS MS
6781 CHANUTE KS 11171 MENDENHALL MS
6784 WEST MEMPHIS AR 11174 MONTICELLO MS
6808 STARKVILLE MS 11177 MAGNOLIA AR
6836 VIVIAN LA 11187 TOPEKA KS
6837 NORTHPORT AL 11188 TOPEKA KS
6886 BROOKHAVEN MS 11189 TOPEKA KS
6892 MCCOMB MS 11190 TOPEKA KS
6903 BOLIVAR MO 11191 TOPEKA KS
6910 WEST MONROE LA 11192 TOPEKA KS
6918 VIDALIA LA 11193 TOPEKA KS
6971 BOONEVILLE MS 11194 EMPORIA KS
6981 BIRMINGHAM AL 11195 TULSA OK
7020 NATCHEZ MS 11196 SAPULPA OK
7087 NEW ALBANY MS 11197 TULSA OK
7098 COLUMBUS MS 11198 SAND SPRINGS OK
7103 SPRINGFIELD MO 11199 TULSA OK
7104 JACKSON MS 11201 OWASSO OK
7114 AVA MO 11202 BROKEN ARROW OK
7134 OXFORD MS 11203 TAHLEQUAH OK
7135 BATESVILLE MS 11205 BIXBY OK
7144 COLUMBIA MS 11206 CHECOTAH OK
7171 HOT SPRINGS AR 11207 SALLISAW OK
7219 BAY SAINT LOUIS MS 11208 STIGLER OK
7226 LOUISVILLE MS 11209 WILBURTON OK
7248 PETAL MS 11210 OKMULGEE OK
7255 COLLIERVILLE TN 11211 MCALESTER OK
7256 BOSSIER CITY LA 11212 BENTONVILLE AR
7272 PICAYUNE MS 11213 FAYETTEVILLE AR
7273 SHREVEPORT LA 11214 FAYETTEVILLE AR
7282 INDIANOLA MS 11215 OZARK AR
7293 YAZOO CITY MS 11216 PEA RIDGE AR
7316 BIRMINGHAM AL 11217 ROGERS AR
7324 HAMILTON AL 11218 ROGERS AR
7326 KOSCIUSKO MS 11219 SILOAM SPRINGS AR
7374 CLANTON AL 11220 SPRINGDALE AR
7375 PHILADELPHIA MS 11221 SPRINGDALE AR
7379 SELMER TN 11222 FAYETTEVILLE AR
7407 BIRMINGHAM AL 11223 PARIS AR
7410 PASCAGOULA MS 11224 SPRINGDALE AR
7427 OZARK MO 11226 LEXINGTON TN
7428 SENATOBIA MS 11227 FORT SMITH AR
7437 RIPLEY MS 11228 FORT SMITH AR
7442 GULFPORT MS 11230 VAN BUREN AR
7455 BILOXI MS 11231 FORT SMITH AR
7466 ALABASTER AL 11232 JACKSON TN
7482 FAYETTE AL 11233 TOPEKA KS
7503 HAZLEHURST MS 11235 TOPEKA KS
7542 HOUSTON MS 11236 EMPORIA KS
7548 HATTIESBURG MS 11237 TULSA OK
7574 FULTON MS 11238 TULSA OK
7587 LAUREL MS 11239 TULSA OK
7621 PITTSBURG KS 11240 TULSA OK
7622 PARSONS KS 11241 TULSA OK
7623 CARTHAGE MO 11242 BROKEN ARROW OK
7625 JOPLIN MO 11244 TULSA OK
7629 LITTLE ROCK AR 11245 TULSA OK
7657 HUEYTOWN AL 11246 MUSKOGEE OK
7671 MAGEE MS 11247 JACKSON TN
7695 BRANDON MS 11248 LUFKIN TX
7702 FOREST MS 11249 BEAUMONT TX
7728 MEMPHIS TN 11250 BEAUMONT TX
7753 GARDENDALE AL 11251 BEAUMONT TX
7754 ELLISVILLE MS 11252 BRIDGE CITY TX
7845 HALEYVILLE AL 11253 CROCKETT TX
7881 MEMPHIS TN 11254 JASPER TX
7897 MERIDIAN MS 11255 LUMBERTON TX
7986 SPRINGFIELD MO 11256 ORANGE TX
8011 GIRARD KS 11257 ORANGE TX
8023 BILOXI MS 11258 PORT ARTHUR TX
8026 MEMPHIS TN 11259 SILSBEE TX
8117 WEST POINT MS 11260 VIDOR TX
8120 ATTALLA AL 11261 DECATUR IL
8210 CARTHAGE MS 11262 DANVILLE IL
8218 MONROE LA 11263 CHAMPAIGN IL
8219 PELL CITY AL 11264 CHAMPAIGN IL
8305 GULFPORT MS 11265 MOUNT ZION IL
8315 WETUMPKA AL 11266 DECATUR IL
8399 FORT SCOTT KS 11267 LINCOLN IL
8518 SPRINGFIELD MO 11268 MATTOON IL
8519 SPRINGFIELD MO 11269 CLINTON IL
8520 SPRINGFIELD MO 11270 SULLIVAN IL
8521 SPRINGFIELD MO 11271 DANVILLE IL
8522 TUPELO MS 11272 SPRINGFIELD IL
8588 CHANUTE KS 11274 SPRINGFIELD IL
8607 JOPLIN MO 11275 SPRINGFIELD IL
8626 MONTGOMERY AL 11276 SPRINGFIELD IL
8655 FORT SCOTT KS 11277 CHATHAM IL
8669 MONROE LA 11278 PETERSBURG IL
8670 PITTSBURG KS 11279 SPRINGFIELD IL
8701 TUSCALOOSA AL 11281 EVANSVILLE IN
8702 SAINT ROBERT MO 11282 EVANSVILLE IN
8724 BIRMINGHAM AL 11283 EVANSVILLE IN
8725 SPRINGFIELD MO 11284 EVANSVILLE IN
8726 WEBB CITY MO 11285 NEWBURGH IN
8748 MEMPHIS TN 11286 WASHINGTON IN
8823 SHREVEPORT LA 11287 PRINCETON IN
8824 SHREVEPORT LA 11288 BRAZIL IN
8865 COLUMBUS MS 11289 LINTON IN
8889 NORTH LITTLE ROCK AR 11290 JASPER IN
8918 PARSONS KS 11291 TELL CITY IN
8929 SPRINGFIELD MO 11292 BLOOMFIELD IN
8949 MEMPHIS TN 11293 BOONVILLE IN
8951 MEMPHIS TN 11294 OWENSBORO KY
8952 MEMPHIS TN 11295 OWENSBORO KY
8953 MEMPHIS TN 11296 HENDERSON KY
8954 BARTLETT TN 11297 MADISONVILLE KY
8955 MEMPHIS TN 11298 LAKE CHARLES LA
8956 MEMPHIS TN 11299 LAKE CHARLES LA
8958 GERMANTOWN TN 11301 DE RIDDER LA
8962 MEMPHIS TN 11302 SULPHUR LA
8963 MEMPHIS TN 11303 SULPHUR LA
8978 MEMPHIS TN 11304 CHAMPAIGN IL
9042 LITTLE ROCK AR 11306 EVANSVILLE IN
9119 MONTGOMERY AL 11307 EVANSVILLE IN
9121 MONTGOMERY AL 11308 EVANSVILLE IN
9122 MONTGOMERY AL 11309 OWENSBORO KY
9123 MONTGOMERY AL 11310 HENDERSON KY
9171 CANTON MS 11311 LAKE CHARLES LA
9247 TUSCALOOSA AL 11312 LAKE CHARLES LA
9330 SOUTHAVEN MS 11313 LUFKIN TX
9337 MILLINGTON TN 11318 VERNON AL
9354 HATTIESBURG MS 11358 JACKSONVILLE IL
9363 JACKSON MS 11359 OLNEY IL
9366 MADISON MS 11360 NEWTON IL
9368 VICKSBURG MS 11361 RANTOUL IL
9383 MONTGOMERY AL 11364 JACKSON MS
9384 TUSCALOOSA AL 11369 MALVERN AR
9393 GREENVILLE MS 11405 PAGE AZ
9394 IUKA MS 11406 AVON CO
9395 ABERDEEN MS 11407 BRECKENRIDGE CO
9396 AMORY MS 11408 FRISCO CO
9401 CLINTON MS 11409 GLENWOOD SPRINGS CO
9403 NEWTON MS 11410 GLENWOOD SPRINGS CO
9404 PONTOTOC MS 11411 LEADVILLE CO
9405 QUITMAN MS 11412 SILVERTHORNE CO
9407 WAYNESBORO MS 11426 CENTRALIA IL
9408 WINONA MS 11427 CHARLESTON IL
9439 MERIDIAN MS 11428 EFFINGHAM IL
9440 MEMPHIS TN 11429 FLORA IL
9445 CLEVELAND MS 11430 PANA IL
9465 JACKSON MS 11431 PARIS IL
9467 COLLIERVILLE TN 11432 SALEM IL
9470 TUSCALOOSA AL 11433 SHELBYVILLE IL
9514 NIXA MO 11434 TAYLORVILLE IL
9543 BRANDON MS 11435 VANDALIA IL
9592 HELENA AL 11454 ELKO NV
9600 SHREVEPORT LA 11456 FALLON NV
9607 CENTER POINT AL 11457 WENDOVER NV
9609 HUEYTOWN AL 11458 WINNEMUCCA NV
9610 HOMEWOOD AL 11459 BEAVERTON OR
9611 HOMEWOOD AL 11460 BEAVERTON OR
9612 BIRMINGHAM AL 11461 GLADSTONE OR
9613 CAHABA HEIGHTS AL 11462 GRESHAM OR
9614 VESTAVIA HILLS AL 11463 GRESHAM OR
9616 BIRMINGHAM AL 11464 HILLSBORO OR
9618 BOSSIER CITY LA 11465 MCMINNVILLE OR
9627 ONEONTA AL 11466 PORTLAND OR
9628 TRUSSVILLE AL 11467 OREGON CITY OR
9639 LEBANON MO 11468 PORTLAND OR
9641 CORDOVA TN 11469 PORTLAND OR
9761 HORN LAKE MS 11470 PORTLAND OR
9779 RIDGELAND MS 11471 PORTLAND OR
9785 LITTLE ROCK AR 11472 PORTLAND OR
9786 NORTH LITTLE ROCK AR 11473 PORTLAND OR
9789 SHERWOOD AR 11474 PORTLAND OR
9791 MAUMELLE AR 11475 PORTLAND OR
9803 MONTGOMERY AL 11476 PORTLAND OR
9822 LITTLE ROCK AR 11480 PORTLAND OR
9835 BIRMINGHAM AL 11481 PORTLAND OR
9851 TUPELO MS 11482 PORTLAND OR
9866 HOT SPRINGS AR 11483 TUALATIN OR
9880 BIRMINGHAM AL 11484 GATLINBURG TN
9881 MEMPHIS TN 11485 GREENEVILLE TN
9882 HOOVER AL 11486 JEFFERSON CITY TN
9900 GADSDEN AL 11487 MORRISTOWN TN
9961 BESSEMER AL 11488 MORRISTOWN TN
9963 LITTLE ROCK AR 11489 NEWPORT TN
9985 LITTLE ROCK AR 11490 PIGEON FORGE TN
10023 GADSDEN AL 11491 ROGERSVILLE TN
10025 MONTGOMERY AL 11492 SEVIERVILLE TN
10049 BRENT AL 11493 TYLER TX
10050 SPRINGFIELD MO 11494 TYLER TX
10051 FAIRFIELD AL 11495 TYLER TX
10052 CORDOVA TN 11496 CEDAR CITY UT
10053 WINFIELD AL 11497 KANAB UT
10061 MEMPHIS TN 11498 RICHFIELD UT
10062 HOLLY SPRINGS MS 11499 SAINT GEORGE UT
10104 BUFFALO MO 11501 SAINT GEORGE UT
10114 LEEDS AL 11502 VANCOUVER WA
10235 D'IBERVILLE MS 11503 VANCOUVER WA
10271 COLUMBUS MS 11504 VANCOUVER WA
10303 NEVADA MO 11505 VANCOUVER WA
10389 FLOWOOD MS 11511 HATTIESBURG MS
10491 BIRMINGHAM AL 11514 DETROIT LAKES MN
10503 PINSON AL 11515 EAST GRAND FORKS MN
10517 EL DORADO AR 11516 FERGUS FALLS MN
10518 LAKE PROVIDENCE LA 11517 LUVERNE MN
10520 WINNSBORO LA 11518 MOORHEAD MN
10521 JONESBORO LA 11519 MOORHEAD MN
10522 WINNFIELD LA 11520 WORTHINGTON MN
10523 DELHI LA 11521 BEULAH ND
10525 WEST PLAINS MO 11522 BISMARCK ND
10526 TRENTON TN 11523 BISMARCK ND
10527 FORT PAYNE AL 11524 BISMARCK ND
10528 FORT PAYNE AL 11525 DEVILS LAKE ND
10530 ALABASTER AL 11526 FARGO ND
10540 MONTEVALLO AL 11527 FARGO ND
10542 TRUMANN AR 11528 FARGO ND
10543 BLYTHEVILLE AR 11529 FARGO ND
10544 FORREST CITY AR 11530 FARGO ND
10545 OSCEOLA AR 11531 GRAND FORKS ND
10546 WEST HELENA AR 11532 GRAND FORKS ND
10547 BOLIVAR TN 11533 JAMESTOWN ND
10548 BROWNSVILLE TN 11534 MANDAN ND
10549 COVINGTON TN 11535 MINOT ND
10550 MILAN TN 11536 MINOT ND
10551 RIPLEY TN 11537 MINOT ND
10552 DYERSBURG TN 11538 MINOT ND
10553 HUMBOLDT TN 11539 ABERDEEN SD
10555 ANDALUSIA AL 11540 ABERDEEN SD
10556 OPP AL 11541 BOX ELDER SD
10557 DEMOPOLIS AL 11542 BROOKINGS SD
10558 GREENVILLE AL 11543 CHAMBERLAIN SD
10559 HOPE AR 11544 HURON SD
10562 TEXARKANA AR 11545 MADISON SD
10563 ASHDOWN AR 11546 MITCHELL SD
10564 HOMER LA 11547 PIERRE SD
10565 SPRINGHILL LA 11548 PINE RIDGE INDIAN RE SD
10566 MANSFIELD LA 11549 RAPID CITY SD
10567 MANY LA 11550 RAPID CITY SD
10568 NATCHITOCHES LA 11551 RAPID CITY SD
10569 IDABEL OK 11552 RAPID CITY SD
10570 BROKEN BOW OK 11553 SIOUX FALLS SD
10572 CARTHAGE TX 11554 SIOUX FALLS SD
10573 CENTER TX 11555 SIOUX FALLS SD
10574 TEXARKANA TX 11556 SIOUX FALLS SD
10580 ARKADELPHIA AR 11557 SIOUX FALLS SD
10581 BEEBE AR 11558 SIOUX FALLS SD
10582 CABOT AR 11559 SIOUX FALLS SD
10583 CAMDEN AR 11560 SPEARFISH SD
10584 CLARKSVILLE AR 11561 VERMILLION SD
10585 CONWAY AR 11562 WATERTOWN SD
10586 DUMAS AR 11563 WINNER SD
10587 FORDYCE AR 11564 YANKTON SD
10588 LONOKE AR 11634 BRECKENRIDGE MN
10590 MONTICELLO AR 11852 LITTLE ROCK AR
10591 PINE BLUFF AR 12003 MEMPHIS TN
10592 PINE BLUFF AR 12055 FRONTENAC KS
10593 PRESCOTT AR
EXHIBIT B - CONTINUED
57 Pizza Hut Units to return
prior to January 1, 2000
11135 FAYETTEVILLE NC 11165 FAYETTEVILLE NC
11136 ASHEBORO NC 11413 DOVER DE
11137 ROCKINGHAM NC 11414 DOVER DE
11138 FAYETTEVILLE NC 11415 NEW CASTLE DE
11139 SHALLOTTE NC 11416 NEWARK DE
11140 FAYETTEVILLE NC 11417 NEWARK DE
11141 FAYETTEVILLE NC 11418 NEWARK DE
11142 SOUTHPORT NC 11420 REHOBOTH BEACH DE
11143 LAURINBURG NC 11421 SEAFORD DE
11145 FAYETTEVILLE NC 11424 WILMINGTON DE
11146 FAYETTEVILLE NC 11425 WILMINGTON DE
11147 LUMBERTON NC 11436 CLEMMONS NC
11148 FAYETTEVILLE NC 11437 HIGH POINT NC
11149 LELAND NC 11438 HIGH POINT NC
11150 LILLINGTON NC 11439 HIGH POINT NC
11151 RED SPRINGS NC 11440 JAMESTOWN NC
11152 FAYETTEVILLE NC 11441 KERNERSVILLE NC
11153 ASHEBORO NC 11442 KERNERSVILLE NC
11154 HOPE MILLS NC 11443 LEXINGTON NC
11155 SANFORD NC 11444 WINSTON SALEM NC
11156 ABERDEEN NC 11445 WINSTON SALEM NC
11157 SPRING LAKE NC 11446 WINSTON SALEM NC
11158 CARTHAGE NC 11447 WINSTON SALEM NC
11159 FAYETTEVILLE NC 11449 WINSTON SALEM NC
11160 PEMBROKE NC 11450 WINSTON SALEM NC
11161 FAYETTEVILLE NC 11451 WINSTON SALEM NC
11162 ELIZABETHTOWN NC 11452 WINSTON SALEM NC
11163 WHITEVILLE NC 11453 WINSTON SALEM NC
11164 DUNN NC
ANNEX "C"
DISTRIBUTION MARK-UP
Landed Cost (as defined in Section 2) plus a markup of 8.9% of the
Landed Cost. The pricing in this Agreement is effective November
1, 1998; however, the cheese pricing is not effective until
January 1, 1999.
EXCEPTIONS
Produce: $.95 per case.
The per case price on Produce will be
adjusted annually to reflect cumulative
changes to the CPI. However, no changes
will be made until the CPI has increased
by 4% and the annual increase will be
capped at 3% per year.
National Soft
Drinks: National Pizza Hut price.
Smallwares: Current Pricing
Promotional Items: 10% markup with cap of $7.50 per case.
Cheese: The mark-up on cheese shall be capped at
$2.00 per
case.
PROMPT PAY DISCOUNT
Payment Term Discount
23 days .2%
16 days .4%
9 days .6%
2 days .8%
Franchisee must designate its desired terms, payment must be
made via ACH, and the discount shall be deducted from the
invoice.. No prompt pay discounts will be allowed to
customers on C.O.D. or payment terms due to past due
balances.
Delivery Incentive Per Case Credit
> 130 Cases per Delivery; or .5%
One delivery per week
The drop size will be calculated for each PIZZA HUT Retail
Outlet each calendar quarter on an average basis (not a per
drop basis) and shall be applied during the following
quarter.
PIZZA HUT RETAIL OUTLETS PURCHASED FROM TRICON
If Franchisee acquires Pizza Hut restaurants from Tricon or
one of its subsidiaries during the term of this Agreement,
including renewals, the pricing matrix listed below will apply.
The pricing matrix will only apply during the term of this
Agreement and any renewals. If Franchisee terminates this
Agreement prior to December 31, 2004 or does not renew this
Agreement until December 31, 2004, all of the terms of the new
Agreement dated January 1, 1999 between Distributor and Tricon
will be applied to each Pizza Hut Retail Outlet purchased from
Tricon or one of its subsidiaries after November 1, 1998.
Pizza Hut Retail Outlets
acquired from: Mark-up percentage:
January 1, 1999-December 31, 9.7% thru Dec. 31, 2000
2000 9.5% Jan. 1, 2001 - Dec. 31,
2002
9.3% Jan. 1, 2003 - Dec. 31,
2004
January 1, 2001-December 31, 9.5% Jan. 1, 2001 - Dec. 31,
2002 2002
9.3% Jan. 1, 2003 - Dec. 31,
2004
January 1, 2003-December 31, 9.3% Jan. 1, 2003 - Dec. 31,
2004 2004
COMPETITIVE CLAUSE
Distributor agrees that during the term of this Agreement the
"net pricing" available to Franchisee will be as good or better
than the "net pricing" available to any other Pizza Hut
franchisee. "Net pricing" is defined as the composite of the
percentage mark-up or per case distribution fee, prompt pay
discount, drop size discount or other contract terms which make
lower prices available. "Net pricing" will be determined by the
contract terms and not whether Franchisee or other Pizza Hut
franchisees actually take advantage of the prompt pay discount,
drop size discount or other performance based price reductions.
ANNEX "D"
ESSENTIAL PIZZA HUT PRODUCTS
ITEM DESCRIPTION
05065 Cheese
04192 M - Pepperoni
03491 Premix - Pan
04195 M - Italian Sausage
04193 M - Beef Topping
06787 Box - 14" Edge
03421 Concentrate - Pizza, SE
06786 Box - 12" Edge
03476 Disk - HTT 14"
03009 Oil - Vegetable (PH)
03497 Premix - Thin/T - Decker
03412 Disk - HTT 12"
03356 Disk Pan 6"
ANNEX "E"
SERVICE LEVEL REQUIREMENTS AND REPORTING
Order Fill Rate
The Order Fill Rate shall be presented in the form attached to
this Annex E. Order Fill Rate shall be computed as follows with
respect to each of Distributor's Distribution Centers servicing
the Franchisee's PIZZA HUT Retail Outlets:
Total Cases Ordered for the period
Less Operations Errors as follows:
-Warehouse Outs (Distributor could not find product in
slot)
-Damages (products arriving at PIZZA HUT Retail Outlet
in damaged state)
-Mispicks (e.g. ordered apples, received oranges with
apples sticker)
-Short on Truck (Item on invoice but driver could not
locate)
-Overlooked (Item found in truck after delivery with
ticker for the account)
=Subtotal operations errors
Less Purchasing Errors as follows:
-Gross Out of Stocks (Items where sufficient quantity
did not exist in DC to fulfill order
-Substitutions (not to include items which were ordered
but discontinued)
=Subtotal purchasing errors
= Total Orders Correctly Filled
Total Orders Correctly Filled for a period divided by Total Cases
Ordered for the same period equals the Order Fill Rate for such
period. Distributor may choose to show errors attributable to
customer as shown in example 1 of Annex E. Distributor agrees to
maintain a monthly order fill rate during the term of this
Agreement equal to or greater than 99% for each of Distributor's
Distribution Centers servicing the Franchisee's PIZZA HUT Retail
Outlets.
On-Time Deliveries
An on-time delivery is a delivery which occurs +/- one (1) hour
from the mutually agreed upon delivery schedule. Distributor
agrees to maintain a monthly on-time delivery rate during the term
of this Agreement equal to or greater than 80% for each of
Distributor's Distribution Centers servicing the Franchisee's
PIZZA HUT Retail Outlets.
Clean Invoice
A clean invoice is defined as one where the customer received 100%
of the products they ordered and the delivery was made within the
mutually agreed delivery window. Distributor agrees to maintain a
monthly clean invoice rate during the term of this Agreement equal
to or greater than 80% for each of Distributor's Distribution
Centers servicing the Franchisee's PIZZA HUT Retail Outlets.
ANNEX E
Example
Month of: May 1998
Total Cases Ordered: 45090
Operations:
Short Total
Warehouse on Overlooked Opera-
Outs Damages Mispicks Truck /Returned tions
Cases 6 18 28 31 13 96
0.013% 0.040% 0.062% 0.069% 0.029% 0.213%
Purchasing:
Total
Out of Stocks Substitutions Purchasing
Cases 27 5 32
0.060% 0.011% 0.071%
TOTAL DISTRIBUTION CENTER
Operations 96
Purchasing 32
Grand Total 128
0.284%
Fill Rate: 99.716%
Customer:
Over Ordered Wrong Item Ordered
15 17
0.033% 0.038%
Overall Fill Rate: 99.645%
