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EXHIBIT 2.2
EXECUTION COPY
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT is made this 1st day of July, 1998 by and
among Sentinel Capital Partners, L.P. ("Sentinel"), Sentinel Capital Partners
II, L.P. ("Sentinel II"), Omega Partners, L.P. ("Omega"), Provident Financial
Group, Inc. ("Provident"), Travelers Casualty and Surety Company ("Travelers
I"), The Travelers Insurance Company ("Travelers II"), The Travelers Life and
Annuity Company ("Travelers III") and The Phoenix Insurance Company ("Phoenix",
and together with Sentinel II, Omega, Provident, Travelers I, Travelers II, and
Travelers III, the "Assignees").
WHEREAS, Sentinel, Romacorp, Inc. ("Romacorp"), NPC International,
Inc., and NPC Restaurant Holdings, Inc. entered into a Recapitalization
Agreement dated as of April 24, 1998 (the "Recapitalization Agreement"),
pursuant to which, among other things, Sentinel agreed to purchase certain
securities of Romacorp;
WHEREAS, Section 13.3 of the Recapitalization Agreement provides that
no party thereto may assign any of its rights or obligations thereunder without
the prior written consent of the other parties thereto, except Sentinel may
assign all or a portion of its rights under the Recapitalization Agreement to
one or more Persons without the consent of the other parties thereto, provided
that no such assignment will result in a release of any of Sentinel's
obligations or liabilities under the Recapitalization Agreement; and
WHEREAS, Sentinel desires to assign a portion of its rights under the
Recapitalization Agreement to purchase the Purchase Shares pursuant to the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Assignment Agreement agree as
follows:
1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning assigned to such terms in the Recapitalization Agreement.
2. Assignment. Pursuant to Section 13.3 of the Purchase Agreement,
Sentinel hereby assigns a portion of its rights (the "Assignment") under the
Recapitalization Agreement to purchase the Purchase Shares to the Assignees such
that upon consummation of the Recapitalization Agreement the parties hereto
shall purchase the Purchase Shares in the proportions set forth on Schedule A
attached hereto. In conjunction with the Assignment, each of the Assignees (A)
accepts (i) the obligation to pay the portion of the Equity Purchase Price
allocable to the Purchase Shares which each such Assignee shall purchase and
(ii) the obligation to pay a proportionate amount (based on the number of
Purchase Shares purchased) of any indemnification payments made by
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Sentinel pursuant to the Recapitalization Agreement, and (B) is assigned the
right to be paid a proportionate amount (based on the number of Purchase Shares
purchased) of any indemnification payments made by the NPC Group to the Investor
Indemnitees pursuant to the Recapitalization Agreement; provided that nothing
herein shall release Sentinel of any of its obligations or liabilities under the
Recapitalization Agreement. Except as expressly provided herein, this Assignment
Agreement shall not otherwise affect any of the rights or obligations of any of
the parties to the Recapitalization Agreement.
3. Miscellaneous.
(a) GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS, AND NOT THE LAWS OF
CONFLICTS, OF THE STATE OF DELAWARE.
(b) Counterparts. This Assignment Agreement may be executed in
one or more counterparts (including by means of telecopied signature pages), any
one of which need not contain the signatures of more than one party, but all
such counterparts taken together shall constitute one and the same agreement.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement on the date first written above.
SENTINEL CAPITAL PARTNERS, L.P.
By Sentinel Partners, L.P.
Its: General Partner
By: Sentinel Partners, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Secretary
SENTINEL CAPITAL PARTNERS II, L.P.
By Sentinel Partners II, L.P.
Its: General Partner
By: Sentinel Partners II, Inc.
Its: General Partner
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: President & Secretary
OMEGA PARTNERS, L.P.
By: /s/Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: General Partner
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TRAVELERS CASUALTY AND SURETY
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: 2nd Vice President
THE TRAVELERS INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: 2nd Vice President
THE TRAVELERS LIFE AND ANNUITY
COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: 2nd Vice President
THE PHOENIX INSURANCE COMPANY
By: /s/ Xxxxx X. Xxxxxxxxxx
Name: Xxxxx X. Xxxxxxxxxx
Title: 2nd Vice President
PROVIDENT FINANCIAL GROUP, INC.
By:
Name:
Title:
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Acknowledged by:
Romacorp, Inc.
By: /s/ Xxxxxx X. Page
Name: Xxxxxx X. Page
Title: President
NPC International, Inc.
By:______________________
Name:
Title:
NPC Restaurant Holdings, Inc.
By:______________________
Name:
Title:
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SCHEDULE A
NAME PERCENTAGE
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Sentinel Capital Partners, L.P. 22.222%
Sentinel Capital Partners II, L.P. 43.956%
Omega Partners, L.P. 0.637%
The Provident Financial Group, Inc. 0.593%
Travelers Indemnity Company 5.541%
Travelers Insurance Company 5.667%
Travelers Life & Annuity Company 0.630%
Phoenix Insurance Company 0.756%
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