up to $60,000,000 Senior Notes

 NPC International, inc.
           (formerly known as National Pizza Company)

                 up to $60,000,000 Senior Notes

     ______________________________________________________

          Amended and restated Master Shelf Agreement
    _______________________________________________________

                    Dated as of June 9, 1994
                 (Restated as of June 29, 1995)

                       Table of Contents
                    (not part of Agreement)

                                                             

1.   RESTATEMENT AND AMENDMENT; AUTHORIZATION OF ISSUE OF NOTES
     1A.  Restatement and Amendment of Existing Agreement.  
     1B.  Authorization of Issue of Notes.                  

2.   PURCHASE AND SALE OF NOTES                             
     2A.  Facility                                          
     2B.  Issuance Period                                   
     2C.  Periodic Spread Information                       
     2D.  Request for Purchase                              
     2E.  Rate Quotes                                       
     2F.  Acceptance                                        
     2G.  Market Disruption                                 
     2H.  Closing                                           
     2I.  Fees                                              

3.   CONDITIONS OF CLOSING                                
     3A.  Certain Documents                                
     3B.  Opinion of Purchaser's Special Counsel            
     3C.  Representations and Warranties; No Default       
     3D.  Purchase Permitted by Applicable Laws             
     3E.  New Franchise Agreement                           
     3F.  Amendments to Existing Agreements                 

4.   PREPAYMENTS                                            
     4A.  Required Prepayments                             
     4B.  Optional Prepayment With Yield-Maintenance Amount 
     4C.  Notice of Optional Prepayment                     
     4D.  Application of Prepayments.                      
     4E.  Retirement of Notes.                             

5.   AFFIRMATIVE COVENANTS                                 
     5A.  Financial Statements                             
     5B.  Inspection of Property                           
     5C.  Covenant to Secure Notes Equally                 
     5D.  Agreement Assuming Liability on Notes            
     5E.  Compliance with Laws, Etc.                       
     5F.  Maintenance of Insurance                         
     5G.  Maintenance of Properties, Etc.                  
     5H.  Corporate Existence                              
     5I.  Claims for Labor and Materials                   

6.   NEGATIVE COVENANTS                                    
     6A.    Consolidated Net Worth Requirement              
     6B.    Consolidated Fixed Charge Requirement            
     6C.    Lien, Debt, and Other Restrictions               
     6C(1)  Liens                                          
     6C(2)  Debt    
     6C(3)  Loans, Advances, Investments and Contingent Liabilities  
     6C(4)  Subsidiary Debt  
     6C(5)  Sale of Stock and Debt of Subsidiaries   
     6C(6)  Merger and Sale of Assets   
     6C(7)  Sale or Discount of Receivables 
     6C(8)  Transactions with Affiliates 
     6C(9)  Intangible Assets   

7.   EVENTS OF DEFAULT                                    
     7A.  Acceleration                                     
     7B.  Rescission of Acceleration                       
     7C.  Notice of Acceleration or Rescission             
     7D.  Other Remedies.                                  

8.   REPRESENTATIONS, COVENANTS AND WARRANTIES.            
     8A.  Organization; Qualification; Corporate Authority
     8B.  Financial Statements.                          
     8C.  Conflicting Agreements and Other Matters.        
     8D.  Governmental Consent.                           
     8E.  Enforceability                                   
     8F.  Actions Pending                                  
     8G.  Outstanding Debt.                                
     8H.  Title to Properties                              
     8I.  Taxes.                                           
     8J.  Offering of Notes                                
     8K.  Use of Proceeds.                                 
     8L.  ERISA                                            
     8M.  Disclosure.                                      
     8N.  Investment Company Act.                          
     8O.  Public Utility Holding Company Act.              
     8P.  Environmental Compliance                         
     8Q.  Funded Debt Agreements                           
     8R.  Hostile Tender Offers                            

9.   REPRESENTATIONS OF THE PURCHASER.                    
     9A.  Nature of Purchase                               
     9B.  Source of Funds                                  

10.  DEFINITIONS AND ACCOUNTING TERMS.                     
     10A. Certain Defined Terms.                           
     10B. Accounting Principles, Terms and Determinations  

11.  MISCELLANEOUS.                                        
     11A. Note Payments.                                   
     11B. Expenses.                                        
     11C. Consent to Amendments.                           
     11D. Form, Registration, Transfer and Exchange of Notes; Lost Notes
     11E. Persons Deemed Owners; Participations.           
     11F. Survival of Representations and Warranties; Entire Agreement.
     11G. Successors and Assigns.                        
     11H. Disclosure to Other Persons; Confidentiality.    
     11I. Notices.                                         
     11J. Descriptive Headings.                            
     11K. Satisfaction Requirement.                        
     11L. Governing Law.                                   
     11M. Integration.                                     
     11N. Maximum Interest Payable.                       
     11O. Counterparts.                                    
     11P. Payments Due on Non-Business Days                

Information Schedule [NOT INCLUDED]

Exhibit A -- Form of Note
Exhibit B -- Form of Request to Purchase
Exhibit C -- Form of Confirmation of Acceptance
Exhibit D -- Form of Opinion of Company's Counsel
Exhibit E -- Form of Amendment to Existing Note Agreements
Schedule 6C(2)  -- Existing Funded Debt
Schedule 8C -- List of Agreements Restricting Debt

                    NPC INTERNATIONAL, INC.
                      720 West 20th Street
                    Pittsburg, Kansas 66762

                                               As of June 9, 1994

To:  The Prudential Insurance Company
          of America (herein called "Prudential")
     Each Prudential Affiliate (as hereinafter
          defined) which becomes bound by certain
          provisions of this Agreement as hereinafter
          provided (together with Prudential, the
          "Purchasers")
     c/o Prudential Capital Group
     1201 Elm St., Suite 4900
     Dallas, Texas 75270

Ladies and Gentlemen:

      The  undersigned, NPC International, Inc., formerly known as National
Pizza Company (the "Company"), hereby agrees with Prudential as follows:

          1.   RESTATEMENT AND AMENDMENT; AUTHORIZATION OF ISSUE OF NOTES.

           1A.   Restatement  and  Amendment of  Existing  Agreement.   The
Company  and Prudential entered into a Master Shelf Agreement dated  as  of
June  9, 1994 as amended by Letter Amendment No. 1 dated December 23, 1994,
Amendment No. 2 dated March 28, 1995 and Amendment No. 3 dated May 24, 1995
(the  "Existing  Agreement") pursuant to which the Company  has  issued  to
Prudential  $20,000,000 aggregate principle amount  of  Senior  Notes  (the
"Existing  Notes").   The  Company and Prudential are  entering  into  this
Agreement  to, among other things, increase the Facility to $60,000,000  in
the   aggregate  and  extend  the  Issuance  Period  to  June   29,   1997.
Accordingly,  the Company, Prudential and each Purchaser  agrees  that  the
Existing Agreement is hereby amended and restated in its entirety  to  read
as provided in this Agreement.

          1B.  Authorization of Issue of Notes.  The Company will authorize
the issue of its senior promissory notes (herein called the "Notes") in the
aggregate  principal amount of $60,000,000; to be dated the date  of  issue
thereof;  to  mature, in the case of each Note so issued, no  more  than  8
years after the date of original issuance thereof; to have an average life,
in  the case of each Note so issued, of no more than 6 years after the date
of  original  issuance  thereof; to bear interest  on  the  unpaid  balance
thereof from the date thereof at the rate per annum, and to have such other
particular  terms,  as  shall be set forth, in the case  of  each  Note  so
issued,  in  the  Confirmation of Acceptance  with  respect  to  such  Note
delivered pursuant to paragraph 2F; and to be substantially in the form  of
Exhibit  A attached hereto.  The term "Notes" as used herein shall  include
each  Note delivered pursuant to any provision of this Agreement  and  each
Note  delivered in substitution or exchange for any such Note  pursuant  to
any  such provision.  Notes which have (a) the same final maturity, (b) the
same  installment payment dates, (c) the same installment  payment  amounts
(as  a  percentage of the original principal amount of each Note), (d)  the
same  interest rate, (e) the same interest payment periods,  and  (vi)  the
same original date of issuance are herein called a "Series" of Notes.

          2.   PURCHASE AND SALE OF NOTES.

           2A.   Facility.  Prudential is willing to consider, in its  sole
discretion  and  within  limits which may be  authorized  for  purchase  by
Prudential  and  Prudential Affiliates from time to time, the  purchase  of
Notes  pursuant  to  this  Agreement.  The  willingness  of  Prudential  to
consider  such purchase of Notes is herein called the "Facility".   At  any
time,  the aggregate principal amount of Notes stated in paragraph 1, minus
the  aggregate  principal amount of Notes (including  the  Existing  Notes)
purchased and sold pursuant to this Agreement prior to such time, minus the
aggregate principal amount of Accepted Notes (as hereinafter defined) which
have  not  yet  been purchased and sold hereunder prior to  such  time,  is
herein   called   the   "Available   Facility   Amount"   at   such   time.
NOTWITHSTANDING  THE  WILLINGNESS OF PRUDENTIAL TO  CONSIDER  PURCHASES  OF
NOTES,  THIS  AGREEMENT IS ENTERED INTO ON THE EXPRESS  UNDERSTANDING  THAT
NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO  MAKE
OFFERS  TO  PURCHASE  OR ACCEPT OFFERS TO SELL NOTES, OR  TO  QUOTE  RATES,
SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF NOTES, AND THE
FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR  ANY
PRUDENTIAL AFFILIATE.

           2B.  Issuance Period.  Notes may be issued and sold pursuant  to
this  Agreement  until  the  earlier of (i) June  29,  1997  and  (ii)  the
thirtieth  day  after Prudential shall have given to the  Company,  or  the
Company shall have given to Prudential, a notice stating that it elects  to
terminate the issuance and sale of Notes pursuant to this Agreement (or  if
such  thirtieth day is not a Business Day, the Business Day next  preceding
such  thirtieth day).  The period during which Notes may be issued and sold
pursuant to this Agreement is herein called the "Issuance Period".

           2C.  Periodic Spread Information.  Not later than 9:30 A.M. (New
York City local time) on a Business Day during the Issuance Period if there
is  an  Available  Facility Amount on such Business Day,  the  Company  may
request  by  telecopier or telephone, and Prudential will,  to  the  extent
reasonably practicable, provide to the Company on such Business Day (or, if
such request is received after 9:30 A.M. (New York City local time) on such
Business Day, on the following Business Day), information (by telecopier or
telephone)  with  respect  to  various  spreads  at  which  Prudential   or
Prudential Affiliates might be interested in purchasing Notes of  different
average  lives;  provided,  however, that the Company  may  not  make  such
requests  more  frequently than once in every five Business  Days  or  such
other  period as shall be mutually agreed to by the Company and Prudential.
The  amount  and content of information so provided shall be  in  the  sole
discretion  of  Prudential but it is the intent of  Prudential  to  provide
information which will be of use to the Company in determining  whether  to
initiate procedures for use of the Facility.  Information so provided shall
not  constitute an offer to purchase Notes, and neither Prudential nor  any
Prudential  Affiliate shall be obligated to purchase Notes at  the  spreads
specified.   Information so provided shall be representative  of  potential
interest  only  for  the period commencing on the day such  information  is
provided and ending on the earlier of the fifth Business Day after such day
and  the  first  day after such day on which further spread information  is
provided.   Prudential  may  suspend  or  terminate  providing  information
pursuant  to  this paragraph 2C if, in its sole discretion,  it  determines
that  there has been an adverse change in the credit quality of the Company
after the date of this Agreement.

           2D.   Request for Purchase.  The Company may from time  to  time
during the Issuance Period make requests for purchases of Notes (each  such
request  being herein called a "Request for Purchase").  Each  Request  for
Purchase  shall  be  made  to  Prudential by telecopier  and  confirmed  by
nationwide overnight delivery service, and shall (i) specify the  aggregate
principal  amount of Notes covered thereby, which shall not  be  less  than
$5,000,000  and not be greater than the Available Facility  Amount  at  the
time such Request for Purchase is made, (ii) specify the principal amounts,
final  maturities,  installment  payment dates  and  amounts  and  interest
payment  periods (quarterly or semi-annual in arrears) of the Notes covered
thereby, (iii) specify the use of proceeds of such Notes, (iv) specify  the
proposed Closing Day of the purchase and sale of such Notes, which shall be
a Business Day during the Issuance Period not less than 5 Business Days and
not  more  than  20  Business Days after the making  of  such  Request  for
Purchase, (v) specify the number of the account and the name and address of
the  depository institution to which the purchase prices of such Notes  are
to  be  transferred  on the Closing Day for such purchase  and  sale,  (vi)
certify  that the representations and warranties contained in  paragraph  8
are  true on and as of the date of such Request for Purchase except to  the
extent  of changes caused by the transactions herein contemplated and  that
there  exists on the date of such Request for Purchase no Event of  Default
or  Default, and (vii) be substantially in the form of Exhibit  B  attached
hereto.  Each Request for Purchase shall be in writing and shall be  deemed
made when received by Prudential.

           2E.   Rate Quotes.  Not later than five Business Days after  the
Company  shall  have  given Prudential a Request for Purchase  pursuant  to
paragraph  2D,  Prudential  may provide (by telephone  promptly  thereafter
confirmed  by  telecopier, in each case no earlier than 9:30  A.M.  and  no
later than 1:30 P.M. New York City local time) interest rate quotes for the
several  principal amounts, maturities, installment payment schedules,  and
interest  payment periods of Notes specified in such Request for  Purchase.
Each  quote  shall  represent the interest rate per annum  payable  on  the
outstanding principal balance of such Notes until such balance  shall  have
become due and payable, at which Prudential or a Prudential Affiliate would
be willing to purchase such Notes at 100% of the principal amount thereof.

           2F.   Acceptance.  Within 30 minutes after Prudential shall have
provided any interest rate quotes pursuant to paragraph 2E or in the  event
that due to conditions in the market place it shall not be feasible to hold
such  interest  rate  quotes  open  30  minutes,  such  shorter  period  as
Prudential may specify to the Company at the time such interest rate quotes
are  provided  to  the Company (such period herein called  the  "Acceptance
Window"),  the Company may, subject to paragraph 2G, elect to  accept  such
interest  rate  quotes as to not less than $5,000,000  aggregate  principal
amount  of  the Notes specified in the related Request for Purchase.   Such
election  shall  be made by an Authorized Officer of the Company  notifying
Prudential by telephone or telecopier within the Acceptance Window (but not
earlier  than 9:30 A.M. or later than 2:00 P.M., New York City local  time)
that the Company elects to accept such interest rate quotes, specifying the
Notes  (each such Note being herein called an "Accepted Note") as to  which
such  acceptance  (herein called an "Acceptance")  relates.   The  day  the
Company notifies an Acceptance with respect to any Accepted Notes is herein
called  the  "Acceptance Day" for such Accepted Notes.  Any  interest  rate
quotes  as  to which Prudential does not receive an Acceptance  within  the
Acceptance Window shall expire, and no purchase or sale of Notes  hereunder
shall  be  made  based on such expired interest rate  quotes.   Subject  to
paragraph 2G and the other terms and conditions hereof, the Company  agrees
to  sell to Prudential or a Prudential Affiliate, and Prudential agrees  to
purchase,  or  to  cause  the purchase by a Prudential  Affiliate  of,  the
Accepted  Notes at 100% of the principal amount of such Notes. As  soon  as
practicable following the Acceptance Day, the Company, Prudential and  each
Prudential  Affiliate  which is to purchase any such  Accepted  Notes  will
execute  a  confirmation of such Acceptance substantially in  the  form  of
Exhibit C attached hereto (herein called a "Confirmation of Acceptance").

           2G.   Market  Disruption.   Notwithstanding  the  provisions  of
paragraph  2F,  if  Prudential  shall have provided  interest  rate  quotes
pursuant  to  paragraph 2E and thereafter prior to the time  an  Acceptance
with  respect  to  such quotes shall have been notified  to  Prudential  in
accordance  with  paragraph  2F there shall  occur  a  general  suspension,
material  limitation,  or significant disruption of trading  in  securities
generally  on the New York Stock Exchange or in the domestic public  market
for  U.S.  Treasury securities or derivatives thereof, then  such  interest
rate  quotes shall expire, and no purchase or sale of Notes hereunder shall
be  made  based  on  such  expired interest rate quotes.   If  the  Company
thereafter notifies Prudential of the Acceptance of any such interest  rate
quotes,  such  Acceptance shall be ineffective for  all  purposes  of  this
Agreement,  and  Prudential  shall promptly notify  the  Company  that  the
provisions  of  this  paragraph  2G are applicable  with  respect  to  such
Acceptance.

          2H.  Closing.

           2H(i)      Closings -- Not later than 11:30 A.M. (New York  City
local  time)  on the Closing Day for any Accepted Notes, the  Company  will
deliver to each Purchaser listed in the Confirmation of Acceptance relating
thereto at the offices of the Prudential Capital Group, 1201 Elm St,  Suite
4900,  Dallas,  Texas  75270, the Accepted Notes to be  purchased  by  such
Purchaser in the form of a one or more Notes in authorized denominations as
such  Purchaser  may  request  for each Series  of  Accepted  Notes  to  be
purchased on the Closing Day, dated the Closing Day and registered in  such
Purchaser's  name (or in the name of its nominee), against payment  of  the
purchase  price  thereof  by transfer of immediately  available  funds  for
credit  to  the Company's account specified in the Request for Purchase  of
such Notes.

          2H(ii)  Rescheduled Closings -- If the Company fails to tender to
any  Purchaser the Accepted Notes to be purchased by such Purchaser on  the
scheduled  Closing Day for such Accepted Notes as provided  above  in  this
paragraph  2H, or any of the conditions specified in paragraph 3 shall  not
have been fulfilled by the time required on such scheduled Closing Day, the
Company  shall,  prior  to 1:00 P.M., New York City  local  time,  on  such
scheduled  Closing Day notify such Purchaser in writing  whether  (i)  such
closing  is  to be rescheduled (such rescheduled date to be a Business  Day
during the Issuance Period not less than one Business Day and not more than
10 Business Days after such scheduled Closing Day (the "Rescheduled Closing
Day")  and  certify to such Purchaser that the Company reasonably  believes
that it will be able to comply with the conditions set forth in paragraph 3
on  such  Rescheduled Closing Day and that the Company will pay the Delayed
Delivery  Fee in accordance with paragraph 2I(iii) or (ii) such closing  is
to  be  canceled  as provided in paragraph 2I(iv).  In the event  that  the
Company  shall  fail  to  give such notice referred  to  in  the  preceding
sentence, such Purchaser may at its election, at any time after 1:00  P.M.,
New York City local time, on such scheduled Closing Day, notify the Company
in  writing  that such closing is to be canceled as provided  in  paragraph
2I(iv).

          2I.  Fees.

           2I(i)      Facility Fee -- In consideration for the time, effort
and  expense involved in the preparation, negotiation and execution of this
Agreement,  at the time of the execution of the term sheet concerning  this
Agreement,  the  Company paid to Prudential in immediately available  funds
fee (herein called the "Facility Fee") in an amount equal to $10,000.

           2I(ii)    Issuance Fee -- The Company will pay to Prudential  in
immediately  available funds a fee (herein called the  "Issuance  Fee")  on
each  Closing  Day in an amount equal to 0.25% (25/100ths  of  1%)  of  the
aggregate principal amount of Notes sold on such Closing Day.

           2I(iii)   Delayed Delivery Fee -- If the closing of the purchase
and sale of any Accepted Note is delayed for any reason beyond the original
Closing Day for such Accepted Note, the Company will pay to Prudential  (a)
on  the Cancellation Date or actual closing date of such purchase and  sale
and  (b)  if  earlier, the next Business Day following 90  days  after  the
Acceptance  Day for such Accepted Notes and on each Business Day  following
90  days  after  the  prior payment hereunder, a  fee  (herein  called  the
"Delayed Delivery Fee") calculated as follows:

                   (BEY - MMY) X DTS/360 X PA

where  "BEY"  means Bond Equivalent Yield, i.e., the bond equivalent  yield
per  annum of such Accepted Note, "MMY" means Money Market Yield, i.e., the
yield  per  annum  on a commercial paper investment of the highest  quality
selected by Prudential on the date Prudential receives notice of the  delay
in  the closing for such Accepted Notes having a maturity date or dates the
same  as, or closest to, the Rescheduled Closing Day or Rescheduled Closing
Days  (a new alternative investment being selected by Prudential each  time
such  closing is delayed); "DTS" means Days to Settlement, i.e., the number
of  actual days elapsed from and including the originally scheduled Closing
Day  with  respect  to such Accepted Note (in the case of  the  first  such
Delayed  Delivery Fee payment with respect to such Accepted Note)  or  from
and  including the date of the next preceding Delayed Delivery Fee  payment
(in the case of any subsequent Delayed Delivery Fee payment with respect to
such Accepted Note) to but excluding the date of such Delayed Delivery  Fee
payment; and "PA" means Principal Amount, i.e., the principal amount of the
Accepted  Note for which such calculation is being made.  In no case  shall
the Delayed Delivery Fee be less than zero.  Nothing contained herein shall
obligate any Purchaser to purchase any Accepted Note on any day other  than
the Closing Day for such Accepted Note, as the same may be rescheduled from
time to time in compliance with paragraph 2H.

           2I(iv)     Cancellation  Fee --  If  the  Company  at  any  time
notifies  the  Purchasers   in writing that the Company  is  canceling  the
closing of the purchase and sale of any Accepted Note, or if the Purchasers
notify the Company in writing under the circumstances set forth in the last
sentence of paragraph 2H that the closing of the purchase and sale of  such
Accepted Note is to be canceled, or if the closing of the purchase and sale
of such Accepted Note is not consummated on or prior to the last day of the
Issuance Period (the date of any such notification, or the last day of  the
Issuance  Period, as the case may be, being herein called the "Cancellation
Date"), the Company will pay the Purchasers in immediately available  funds
an amount (the "Cancellation Fee") calculated as follows:

                            PI X PA

where "PI" means Price Increase, i.e., the quotient (expressed in decimals)
obtained  by  dividing  (a)  the excess of the  ask  price  (as  reasonably
determined by Prudential) of the Hedge Treasury Note(s) on the Cancellation
Date  over  the bid price (as reasonably determined by Prudential)  of  the
Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Note by (b)
such  bid  price;  and "PA" has the meaning ascribed  to  it  in  paragraph
2I(iii).  The foregoing bid and ask prices shall be as reported by Telerate
Systems,  Inc.  (or,  if such data for any reason ceases  to  be  available
through  Telerate Systems, Inc., any publicly available source  of  similar
market data).  Each price shall be based on a U.S. Treasury security having
a  par  value of $100.00 and shall be rounded to the second decimal  place.
In no case shall the Cancellation Fee be less than zero.

          2I(v)     [This paragraph intentionally omitted.]

           3.   CONDITIONS OF CLOSING.  The obligation of any Purchaser  to
purchase and pay for any Accepted Notes is subject to the satisfaction,  on
or  before  the  Closing  Day for such Accepted  Notes,  of  the  following
conditions:

           3A.  Certain Documents.  Such Purchaser shall have received  the
following, each dated the date of the applicable Closing Day:

          (i)  The Accepted Note(s) to be purchased by such Purchaser.

           (ii)  Certified  copies  of  the resolutions  of  the  Board  of
Directors  of the Company approving this Agreement and the Accepted  Notes,
and  of  all  documents  evidencing other necessary  corporate  action  and
governmental  approvals, if any, with respect to  this  Agreement  and  the
Accepted Notes.

           (iii)      A  certificate  of  the  Secretary  or  an  Assistant
Secretary  of the Company certifying the names and true signatures  of  the
officers  of the Company authorized to sign this Agreement and the Accepted
Notes and the other documents to be delivered hereunder.

          (iv) Certified copies of the Certificate of Incorporation and By-
laws of the Company.

          (v)  A favorable opinion of Shook, Hardy & Bacon, special counsel
to the Company satisfactory to such Purchaser and substantially in the form
of  Exhibit  D-1  attached  hereto and as to such  other  matters  as  such
Purchaser may reasonably request and a favorable opinion of David G. Short,
[General  Counsel]  of  the Company, satisfactory  to  such  Purchaser  and
substantially  in the form of Exhibit D-2 attached hereto and  as  to  such
matters  as  such  Purchaser may reasonably request.   The  Company  hereby
directs each such counsel to deliver such opinion, agrees that the issuance
and  sale  of any Accepted Notes will constitute a reconfirmation  of  such
direction, and understands and agrees that each Purchaser receiving such an
opinion will and is hereby authorized to rely on such opinion.

           (vi)  A  good  standing certificate for  the  Company  from  the
Secretary of State of Kansas dated of a recent date and such other evidence
of the status of the Company as such Purchaser may reasonably request.

           (vii)     Certified copies of Requests for Information or Copies
(Form  UCC-11) or equivalent reports of a recent date listing all effective
financing  statements which name the Company or any Subsidiary  (under  its
present  name  and  previous names) as debtor and which are  filed  in  the
offices  of the Secretaries of State of Kansas, Texas, Washington and  such
other  states in which a "chief executive office" (as such term is used  in
the  Uniform  Commercial Code) is located as may be  reasonably  requested,
with copies of such financing statements.

           (viii)     Additional documents or certificates with respect  to
legal matters or corporate or other proceedings related to the transactions
contemplated hereby as may be reasonably requested by such Purchaser.

           3B.   Opinion  of Purchaser's Special Counsel.   Such  Purchaser
shall  have  received  from  Rex  C. Mills, Assistant  General  Counsel  of
Prudential or such other counsel, who is acting as special counsel  for  it
in  connection  with this transaction, a favorable opinion satisfactory  to
such   Purchaser  as  to  such  matters  incident  to  the  matters  herein
contemplated as it may reasonably request.

            3C.    Representations  and  Warranties;   No   Default.    The
representations and warranties contained in paragraph 8 shall  be  true  on
and  as of such Closing Day, except to the extent of changes caused by  the
transactions herein contemplated; there shall exist on such Closing Day  no
Event  of Default or Default; and the Company shall have delivered to  such
Purchaser  an Officer's Certificate, dated such Closing Day, to  both  such
effects.

           3D.  Purchase Permitted by Applicable Laws.  The purchase of and
payment  for  the Accepted Notes to be purchased by such Purchaser  on  the
terms and conditions herein provided (including the use of the proceeds  of
such  Notes  by  the  Company)  shall not violate  any  applicable  law  or
governmental regulation (including, without limitation, Section  5  of  the
Securities  Act  or Regulation G, T or X of the Board of Governors  of  the
Federal  Reserve System) and shall not subject such Purchaser to  any  tax,
penalty,  liability  or other onerous condition under or  pursuant  to  any
applicable  law or governmental regulation, and such Purchaser  shall  have
received such certificates or other evidence as it may request to establish
compliance with this condition.

           3E.   New Franchise Agreement.  The Company and Pizza Hut,  Inc.
shall  have  executed  and delivered a new or amended  franchise  agreement
relating  to the operation of the Company's Pizza Hut restaurants  that  is
satisfactory in form and substance to Prudential.

           3F.   Amendments to Existing Agreements.  The Company shall have
duly executed and delivered an amendment to (i) the Note Agreement dated as
of  March  13,  1991 between the Company and Prudential and (ii)  the  Note
Agreement  dated as of January 25, 1990 between the Company and  Prudential
in substantially the form of Exhibit E attached hereto.

           4.    PREPAYMENTS.   Any  Accepted Notes  shall  be  subject  to
prepayment  with  respect to any required prepayments  set  forth  in  such
Accepted Notes as provided in paragraph 4A and with respect to the optional
prepayments permitted by paragraph 4B.

           4A.   Required Prepayments.  The Notes of each Series  shall  be
subject  to  required prepayments, if any, set forth in the Notes  of  such
Series.

           4B.   Optional  Prepayment With Yield-Maintenance  Amount.   The
Notes  of each Series shall be subject to prepayment, in whole at any  time
or  from time to time in part (in integral multiples of $1,000,000), at the
option  of  the  Company, at 100% of the principal amount so  prepaid  plus
interest  thereon to the prepayment date and the Yield-Maintenance  Amount,
if any, with respect to each such Note.  Any partial prepayment of a Series
of  Notes pursuant to this paragraph 4B shall be applied in satisfaction of
required  payments  of principal in inverse order of  their  scheduled  due
dates.

           4C.  Notice of Optional Prepayment.  The Company shall give  the
holder  of  each  Note to be prepaid pursuant to paragraph  4B  irrevocable
written  notice of such prepayment not less than 10 Business Days prior  to
the  prepayment  date,  specifying  such prepayment  date,  specifying  the
aggregate principal amount of the Notes of the same Series as such Note  to
be prepaid on such date, identifying each Note held by such holder, and the
principal amount of each such Note, to be prepaid on such date and  stating
that  such  prepayment is to be made pursuant to paragraph 4B.   Notice  of
prepayment  having  been given as aforesaid, the principal  amount  of  the
Notes  specified  in  such notice, together with interest  thereon  to  the
prepayment  date  and together with the Yield-Maintenance Amount,  if  any,
herein provided, shall become due and payable on such prepayment date.  The
Company shall, on or before the day on which it gives written notice of any
prepayment  pursuant  to  paragraph  4B,  give  telephonic  notice  of  the
principal amount of the Notes to be prepaid and the prepayment date to each
Significant Holder which shall have designated a recipient for such notices
in  the Information Schedule attached hereto or by notice in writing to the
Company.

           4D.  Application of Prepayments.  In the case of each prepayment
of  less than the entire unpaid principal amount of all outstanding  Notes,
the amount to be prepaid shall be applied pro rata to all outstanding Notes
of  all  Series (including, for the purpose of this paragraph 4D only,  all
Notes  prepaid or otherwise retired or purchased or otherwise  acquired  by
the  Company  or  any  of  its Subsidiaries or  Affiliates  other  than  by
prepayment  pursuant  to paragraph 4A or 4B) according  to  the  respective
unpaid  principal  amounts  thereof.   The  amounts  so  prepaid  on   each
outstanding Note shall be credited against the last maturing installment or
installments of principal then remaining unpaid on such Note.

           4E.  Retirement of Notes.  The Company shall not, and shall  not
permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire
in  whole  or in part prior to their stated final maturity (other  than  by
prepayment  pursuant  to paragraph 4A or 4B or upon  acceleration  of  such
final maturity pursuant to paragraph 7A), or purchase or otherwise acquire,
directly  or indirectly, Notes of any Series held by any holder unless  the
Company  or  such Subsidiary or Affiliate shall have offered to  prepay  or
otherwise retire or purchase or otherwise acquire, as the case may be,  the
same  proportion of the aggregate principal amount of Notes of such  Series
held  by  each other holder of Notes of such Series at the time outstanding
upon  the  same  terms and conditions.  Any Notes so prepaid  or  otherwise
retired  or  purchased or otherwise acquired by the Company or any  of  its
Subsidiaries  or Affiliates shall not be deemed to be outstanding  for  any
purpose under this Agreement, except as provided in paragraph 4D.

           5.    AFFIRMATIVE  COVENANTS.  During the  Issuance  Period  and
thereafter  so long as any Note shall remain unpaid, the Company  covenants
as follows:

           5A.   Financial  Statements.  The Company will deliver  to  each
Significant Holder in triplicate:

          (i)  as soon as practicable and in any event within 50 days after
the end of each quarterly period (other than the last quarterly period)  in
each   fiscal   year,   consolidated  statements  of  income,  consolidated
statements  of  shareholder's equity and consolidated  statements  of  cash
flows of the Company and its Subsidiaries for the period from the beginning
of  the  current  fiscal  year  to the end of such  quarterly  period,  and
consolidated balance sheets of the Company and its Subsidiaries as  at  the
end  of  such  quarterly period, setting forth in each case in  comparative
form  figures  for  the  corresponding period or as  of  the  end  of  such
corresponding period, as applicable, in the preceding fiscal year,  all  in
reasonable detail and certified by an authorized financial officer  of  the
Company,  subject to changes resulting from year-end adjustments; provided,
however, that, so long as such delivery is made within the time requirement
set  forth above in this clause (i), delivery pursuant to clause (iv) below
of  copies  of  the Quarterly Report on Form 10-Q of the Company  for  such
quarterly period filed with the Securities and Exchange Commission shall be
deemed to satisfy the requirements of this clause (i);

          (ii) as soon as practicable and in any event within 50 days after
the  end of each quarterly period in each fiscal year (or, at the Company's
option,  more frequently), balance sheets at the end of each fiscal quarter
and  income  statements for the period from the beginning  of  the  current
fiscal  year to the end of such fiscal quarter for each material  operating
division  of  the Company (whether incorporated or not), setting  forth  in
each  case  in  comparative form figures as of the end of the corresponding
period  or  for  the corresponding period, as applicable, in the  preceding
fiscal  year,  all  in  reasonable detail and certified  by  an  authorized
financial  officer  of  the  Company as  fairly  presenting  the  financial
condition  and  operations  of  such divisions  in  accordance  with  prior
practices of the Company consistently applied; provided, however, that,  so
long  as such delivery is made within the time requirement set forth  above
in  this  clause  (ii), it is agreed and acknowledged  that  the  continued
delivery  of the financial statements currently provided by the Company  in
its  director packages shall be deemed to satisfy the requirements of  this
clause (ii);

           (iii)     as soon as practicable and in any event within 95 days
after  the  end  of  each fiscal year, consolidated statements  of  income,
shareholder's equity and cash flows of the Company and its Subsidiaries for
such  year,  and  a  consolidated balance sheet  of  the  Company  and  its
Subsidiaries  as  at the end of such year, setting forth in  each  case  in
comparative  form  corresponding consolidated figures  from  the  preceding
annual  audit, all in reasonable detail and satisfactory in  scope  to  the
Required  Holders  and  certified  to the  Company  by  independent  public
accountants  of recognized national standing selected by the Company  whose
certificate  shall be in scope and substance satisfactory to  the  Required
Holders;  provided, however, that, so long as such delivery is made  within
the time requirement set forth above in the clause (iii), delivery pursuant
to  clause  (iv) below of copies of the Annual Report on Form 10-K  of  the
Company  for  such  fiscal  year filed with  the  Securities  and  Exchange
Commission  shall  be  deemed to satisfy the requirements  of  this  clause
(iii);

          (iv) promptly upon transmission thereof, copies of all such finan
cial statements, proxy statements, notices and reports as it shall send  to
its  stockholders  and  copies  of  all  registration  statements  (without
exhibits)  and all reports which it files with the Securities and  Exchange
Commission (or any governmental body or agency succeeding to the  functions
of the Securities and Exchange Commission);

           (v)   promptly upon receipt thereof, a copy of each other report
submitted  to board of directors of the Company (or the executive committee
thereof)  or  any Subsidiary by independent accountants in connection  with
any  annual,  interim or special audit made by them of  the  books  of  the
Company or any Subsidiary;

           (vi)  promptly after the filing or receiving thereof, copies  of
all  reports  and notices which the Company or any Subsidiary  files  under
ERISA  with  the  Internal Revenue Service or the Pension Benefit  Guaranty
Corporation  or  the U.S. Department of Labor or which the Company  or  any
Subsidiary receives from such corporation; and

          (vii)     promptly after receipt of notice thereof by the Company
or after the Company obtains knowledge thereof, notice of any default under
any Franchise Agreement and any notice received by the Company pursuant  to
Article  XXI.   C.  of  the existing Franchise Agreement  (or  any  similar
provision of any Franchise Agreement hereafter entered into by the  Company
or  any  Subsidiary) of any Franchise Agreement in effect on  the  Date  of
Closing; and

           (viii)     with  reasonable promptness, such  other  information
respecting  the  condition or operations, financial or  otherwise,  of  the
Company  or  any  of  its  Subsidiaries  as  such  Significant  Holder  may
reasonably request.

Together with each delivery of financial statements required by clauses (i)
and  (iii)  above, the Company will deliver to each Significant  Holder  an
Officer's   Certificate  demonstrating  (with  computations  in  reasonable
detail)  compliance by the Company and its Subsidiaries with the provisions
of  paragraph  6  and  stating that there exists no  Event  of  Default  or
Default,  or,  if  any Event of Default or Default exists,  specifying  the
nature and period of existence thereof and what action the Company proposes
to  take  with  respect thereto.  Together with each delivery of  financial
statements required by clause (iii) above, the Company will deliver to each
Significant  Holder  a  certificate of such accountants  stating  that,  in
making  the  audit  necessary  to the certification  of  such  consolidated
financial  statements,  they have obtained no knowledge  of  any  Event  of
Default  or  Default, or, if they have obtained knowledge of any  Event  of
Default  or Default, specifying the nature and period of existence thereof.
Such accountants, however, shall not be liable to anyone by reason of their
failure to obtain knowledge of any Event of Default or Default which  would
not  be  disclosed in the course of an audit conducted in  accordance  with
generally accepted auditing standards.

      The Company also covenants that forthwith upon the President or Chief
Financial  Officer or principal accounting officer of the Company obtaining
knowledge  of  an  Event of Default or Default, it  will  deliver  to  each
Significant  Holder  an  Officer's Certificate specifying  the  nature  and
period  of existence thereof and what action the Company proposes  to  take
with respect thereto.

           5B.  Inspection of Property.  The Company will permit any Person
designated  by  any  Significant Holder in  writing,  at  such  Significant
Holder's expense, to visit and inspect any of the properties of the Company
and  its Subsidiaries, to examine the corporate books and financial records
of  the  Company and its Subsidiaries and make copies thereof  or  extracts
therefrom and to discuss the affairs, finances and accounts of any of  such
corporations with the principal officers of the Company and its independent
public  accountants  (and  by  this provision the  Company  authorizes  its
accountants  to  discuss with such Person the finances and affairs  of  the
Company and its Subsidiaries), all at such reasonable times with reasonable
notice and as often as such Significant Holder may reasonably request.

           5C.   Covenant to Secure Notes Equally.  If the Company  or  any
Subsidiary  shall  create or assume any Lien upon any of  its  property  or
assets, whether now owned or hereafter acquired, other than Liens permitted
by  the provisions of paragraph 6C(1) (unless prior written consent to  the
creation  or  assumption  thereof  shall have  been  obtained  pursuant  to
paragraph  11C),  it  will  make or cause to be  made  effective  provision
whereby the Notes will be secured by such Lien equally and ratably with any
and all other Debt thereby secured so long as any such other Debt shall  be
so  secured.   In the event the Company shall propose to secure  the  Notes
pursuant to this paragraph, the mortgage or other instrument creating  such
Lien  shall  be  satisfactory  in  form and  substance  (including  without
limitation  the portion thereof pertaining to the release of the collateral
secured thereby and the application of the proceeds from the sale or  other
disposition of such collateral) to the Required Holders.

           5D.  Agreement Assuming Liability on Notes.  If at any time  any
Person  should become liable (as co-obligor, endorser, guarantor or surety)
on  any other unsecured obligation of the Company in excess of $500,000  or
on  any  obligation of any Subsidiary, the Company will, at the same  time,
cause  such  Person  to  deliver to each holder of any  Note  an  agreement
pursuant to which such Person becomes similarly liable on each Note.

           5E.   Compliance with Laws, Etc.  The Company will  comply,  and
cause each of its Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders the noncompliance with which
could  result  in a material adverse effect on the Company or  any  of  its
Subsidiaries, such compliance to include, without limitation, paying before
the  same become delinquent all taxes, assessments and governmental charges
imposed  upon  it  or  upon  its property; provided  the  Company  or  such
Subsidiary  shall  not  be required to pay any such taxes,  assessments  or
governmental  charges if (i) the validity, applicability or amount  thereof
is  being  contested  in good faith by appropriate actions  or  proceedings
which will prevent the forfeiture or sale of any property of the Company or
such  Subsidiary or any material interference with the use thereof  by  the
Company  or such Subsidiary, and (ii) the Company or such Subsidiary  shall
set  aside on its books, reserves deemed by it to be adequate with  respect
thereto.

           5F.   Maintenance of Insurance.  The Company and each Subsidiary
will  maintain  insurance in such amounts and against such liabilities  and
hazards  as  customarily is maintained by other companies of  similar  size
operating  similar  businesses,  and  upon  the  written  request  of   any
Significant Holder, and together with each delivery of financial statements
under   clause  (iii)  of  paragraph  5A,  it  will  deliver  an  Officer's
Certificate specifying the details of such insurance in effect.

           5G.   Maintenance of Properties, Etc.  The Company will maintain
and  preserve, and cause each Subsidiary to maintain and preserve,  to  the
extent  that  a  failure to so maintain or preserve would have  a  material
adverse  effect on the Company's or any Subsidiary's business, property  or
assets (i) all of its properties which are used or useful in the conduct of
its  business in good working order and condition, ordinary wear  and  tear
excepted and (ii) all of its rights, title, licenses, trademarks and  other
permits used or useful in the conduct of its business.

          5H.  Corporate Existence.  The Company and its Subsidiaries shall
maintain their corporate existence.

           5I.   Claims for Labor and Materials.  The Company will promptly
pay  and  discharge,  and will cause each Subsidiary promptly  to  pay  and
discharge,  all  trade  accounts  payable  in  accordance  with  usual  and
customary  business  terms, and all claims for work,  labor  or  materials,
which  if  unpaid might become a Lien upon any property of the  Company  or
such  Subsidiary;  provided the Company or such  Subsidiary  shall  not  be
required  to  pay  any such account payable or claim if either  (i)(a)  the
validity, applicability or amount thereof is being contested in good  faith
by  appropriate actions or proceedings which will prevent the forfeiture or
sale  of  any  property of the Company or such Subsidiary or  any  material
interference  with the use thereof by the Company or such  Subsidiary,  and
(b)  the  Company or such Subsidiary shall set aside on its books, reserves
deemed by it to be adequate with respect thereto or (ii) the failure to pay
any  such account payable or claim would not have a material adverse effect
on  the business, prospects, profits, properties or condition (financial or
otherwise) of the Company and its Subsidiaries taken as a whole.

            6.    NEGATIVE  COVENANTS.   During  the  Issuance  Period  and
thereafter  so long as any Note shall remain unpaid, the Company  covenants
as follows:

           6A.   Consolidated Net Worth Requirement.  The Company will  not
permit  Consolidated Net Worth at any time to be less than the sum  of  (i)
$72,258,000  plus (ii) an amount equal to 50% of Consolidated Net  Earnings
(without  reduction for any deficit in Consolidated Net  Earnings  for  any
quarterly  fiscal period) for the period from and after March 28,  1995  to
and  including the date of determination thereof, computed on a  cumulative
basis for such period.

          6B.  Consolidated Fixed Charge Requirement.  The Company will not
permit  Consolidated Net Income Available for Fixed Charges  for  the  four
fiscal quarters most recently ended as of the date of determination, at any
time to be less than 200% of Fixed Charges as of the last day of the fiscal
quarter most recently ended as of the date of determination.

           6C.   Lien, Debt, and Other Restrictions.  The Company will  not
and will not permit any Subsidiary to:

           6C(1)  Liens -- Create, assume or suffer to exist any Lien  upon
any  of  its properties or assets, whether now owned or hereafter  acquired
(whether or not provision is made for the equal and ratable securing of the
Notes in accordance with the provisions of paragraph 5C), except

                (i)   Liens  for  taxes or governmental charges  and  liens
securing  claims or demands of mechanics and materialmen provided that  the
payment is not at the time required by paragraph 5E or 5I;

                (ii)  other Liens incidental to the conduct of its business
or  the  ownership  of its property and assets which are  not  incurred  in
connection  with  the borrowing of money or the obtaining  of  advances  or
credit, and which do not in the aggregate materially detract from the value
of  its  property  or assets or materially impair the use  thereof  in  the
operation of its business;

               (iii)  survey exceptions which, when taken as a whole, would
not have a material adverse effect on the Company;

                (iv)  Liens on property or assets of a Subsidiary to secure
obligations of such Subsidiary to the Company or another Subsidiary;

                (v)  Liens existing on property acquired by the Company  or
any  Subsidiary at the time such property is acquired or Liens existing  on
property  of  a Person immediately prior to such Person being  consolidated
with  or merged into the Company or a Subsidiary or such Person becoming  a
Subsidiary  provided  that  (x) no such Lien shall  have  been  created  or
assumed  in contemplation of such acquisition, consolidation or  merger  or
such  Person's becoming a Subsidiary, (y) each such Lien shall at all times
be confined solely to the property so acquired, and (z) any Debt secured by
such  Liens  shall  be  within  the  applicable  limitations  of  paragraph
6C(2)(a); and

                (vi)   other Liens on the property of the Company  and  all
Subsidiaries, provided that (a) the aggregate amount of (I) Debt secured by
such  Liens plus (II) Debt of Subsidiaries (collectively, "Priority  Debt")
does  not  exceed  at any time an amount equal to 20% of  Consolidated  Net
Worth  and (b) all such Debt shall be within the applicable limitations  of
paragraph 6C(2)(a).

           6C(2)     Debt -- (a)  Create, incur, assume or in any manner be
or become liable in respect of any Debt, except

               (i)  Funded Debt of the Company represented by the Notes;

               (ii)  Funded Debt of the Company existing on the date hereof
and described on Schedule 6C(2) attached hereto;

                (iii)  Funded Debt or Current Debt of any Subsidiary to the
Company or any other Subsidiary;

                (iv)   additional Debt of the Company and its Subsidiaries;
provided that (x) the aggregate amount of all Debt of the Company  and  its
Subsidiaries (determined on a consolidated basis) shall not exceed  at  any
time  an  amount equal to (1) prior to and including the last  day  of  the
first  fiscal quarter of fiscal year 1997, three (3) times EBITDA, and  (2)
thereafter, two and three-fourths (2.75) times EBITDA, in each case for the
four  fiscal quarters immediately preceding the date of determination,  and
(y)  in  the  case  of  Priority Debt, such Debt is within  the  applicable
limitations of paragraphs 6C(1) and 6C(4).

     (b)  Any entity which becomes a Subsidiary after the date hereof shall
for  all  purposes of this Agreement be deemed to have created, assumed  or
incurred  at  the  time it becomes a Subsidiary all  Debt  of  such  entity
existing immediately after it becomes a Subsidiary.

      6C(3)     Loans, Advances, Investments and Contingent Liabilities  --
Make  or permit to remain outstanding any loan or advance to, or guarantee,
endorse  or  otherwise  be  or  become  contingently  liable,  directly  or
indirectly, in connection with the obligations, stock or dividends  of,  or
own,  purchase or acquire any stock, obligations or securities of,  or  any
other  interest in, or make any capital contribution to, any Person, except
that the Company or any Subsidiary may

                (i)  make or permit to remain outstanding loans or advances
to any Subsidiary,

                (ii)   own,  purchase  or  acquire  stock,  obligations  or
securities of a Subsidiary or of a corporation which immediately after such
purchase or acquisition will be a Subsidiary,

                (iii)   acquire  and own stock, obligations  or  securities
received  in  settlement  of  debts (created  in  the  ordinary  course  of
business) owing to the Company or any Subsidiary,

                (iv)   own, purchase or acquire prime commercial paper  and
certificates  of deposit of United States commercial banks (having  capital
surplus  in excess of $250,000,000), in each case due within one year  from
the  date  of  purchase and payable in the United States in  United  States
dollars,  and  obligations of the United States Government  or  any  agency
thereof,  and  obligations guaranteed by the United States Government,  and
repurchase  agreements of such banks for terms of less  than  one  year  in
respect of the foregoing certificates and obligations,

               (v)  own, purchase or acquire securities issued by state and
local  governments (or subdivisions thereof) maturing in twelve  months  or
less  from  the date of acquisition by the Company or any Subsidiary  which
securities  at  the  time of acquisition thereof by  the  Company  or  such
Subsidiary are rated AA or better by Standard & Poor's Corporation or Aa or
better by Moody's Investors Service, Inc.,

                (vi)  make or permit to remain outstanding travel and other
like advances to officers and employees in the ordinary course of business,

                (vii)   make  or  permit  to remain  outstanding  loans  to
officers  and  employees  of the Company pursuant  to  the  Executive  Loan
Program in an aggregate amount not to exceed $1,500,000 outstanding at  any
time that are approved by the Audit Committee of the Board of Directors  of
the Company,

                (viii)  promissory notes and other receivables arising from
the sale of goods and services or other assets; provided that the aggregate
outstanding  amounts of such notes and receivables shall not  at  any  time
exceed $7,500,000, and

               (ix)  make or permit to remain outstanding loans or advances
to, or guarantee, endorse or otherwise be or become contingently liable  in
connection with the obligations, stock or dividends of, or own, purchase or
acquire  stock,  obligations or securities of, any other  Person,  provided
that  the  aggregate principal amount of such loans and advances, plus  the
aggregate  amount  of such contingent liabilities, at any time  outstanding
for  the  Company and all Subsidiaries shall not exceed an amount equal  to
10% of Consolidated Net Worth.

           6C(4)      Subsidiary  Debt.  The Company will  not  permit  its
Subsidiaries  to  create, incur or assume or in any  manner  be  or  become
liable in any respect of any Debt, if the aggregate amount of Priority Debt
of  the Company and its Subsidiaries would exceed an amount equal to twenty
percent (20%) of Consolidated Net Worth.

           6C(5)      Sale  of Stock and Debt of Subsidiaries  --  Sell  or
otherwise dispose of, or part with control of, any shares of stock or  Debt
of  any Subsidiary, except to the Company or another Subsidiary, and except
that all shares of stock and Debt of any Subsidiary at the time owned by or
owed  to the Company and all Subsidiaries may be sold as an entirety for  a
cash  consideration which represents the fair value (as determined in  good
faith by the Board of Directors of the Company) at the time of sale of  the
shares  of  stock  and  Debt so sold, provided  that  the  assets  of  such
Subsidiary could be sold within the limitations of paragraph 6C(6) and that
the earnings of such Subsidiary shall not have constituted more than 5%  of
Consolidated  Net  Earnings for any of the three  fiscal  years  then  most
recently  ended, and provided further that, at the time of such sale,  such
Subsidiary  shall not own, directly or indirectly, any shares of  stock  or
Debt of any other Subsidiary (unless all of the shares of stock and Debt of
such other Subsidiary owned, directly or indirectly, by the Company and all
Subsidiaries  are simultaneously being sold as permitted by this  paragraph
6C(5)) or any Debt of the Company.

           6C(6)     Merger and Sale of Assets -- Merge or consolidate with
or  into  any  other  Person or during any 12 month  period,  sell,  lease,
transfer or otherwise dispose of any assets which in the aggregate  have  a
book  value  in excess of 5% of the consolidated assets of the Company  and
all Subsidiaries to any Person (determined as of the end of the fiscal year
immediately preceding the date of such sale or disposition), except that

                (i)   the  Company may consolidate or merge with any  other
corporation  if  (x)  the  Company shall be  the  surviving  or  continuing
corporation, and (y) at the time of such consolidation or merger and  after
giving effect thereto no Default or Event of Default shall have occurred or
be continuing.

                (ii)  any  Subsidiary may merge with the Company  (provided
that  the Company shall be the continuing or surviving corporation) or with
any one or more other Subsidiaries,

                (iii)      any  Subsidiary  may sell,  lease,  transfer  or
otherwise  dispose  of  any  of  its  assets  to  the  Company  or  another
Subsidiary,

               (iv) any Subsidiary may sell, or otherwise dispose of all or
substantially  all  of  its assets subject to the conditions  specified  in
paragraph 6C(5) with respect to a sale of the stock of such Subsidiary, and

                (v)  the Company or Skipper's, Inc. may sell or dispose  of
assets  related to discontinued operations or idle properties of Skipper's,
Inc.

           6C(7)     Sale or Discount of Receivables -- Sell with recourse,
or  discount or otherwise sell for less than face value thereof, any of its
notes or accounts receivable.

          6C(8)     Transactions with Affiliates -- Directly or indirectly,
purchase,  acquire or lease any property from, or sell, transfer  or  lease
property (other than shares of stock of the Company) to, or otherwise  deal
with,  in  the ordinary course of business or otherwise (i) any Substantial
Stockholder,  or  (ii)  any corporation (except a Subsidiary)  in  which  a
Substantial  Stockholder  or  the  Company  (either  directly  or   through
Subsidiaries)  owns  5% or more of the outstanding  voting  stock  of  such
corporation except that (a) any Substantial Stockholder may be a  director,
officer  or  employee  of the Company or any Subsidiary  and  may  be  paid
reasonable  compensation in connection therewith  and  (b)  such  acts  and
transactions prohibited by this paragraph 6C(8) may be performed or engaged
in if upon terms not less favorable to Company or any Subsidiary than if no
relationship  described  in  clause  (i)  and  (ii)  above  existed.    The
provisions  of  this paragraph 6C(8) shall not apply to  transactions  with
stockholders  initiated prior to September 26, 1989  and  which  have  been
reported to the Securities and Exchange Commission or loans to stockholders
permitted by paragraph 6C(3)(vi).

           6C(9)      Intangible Assets  --  (a) The Company will  not  and
will  not permit any Subsidiary to enter into, assume or otherwise be bound
or  obligated  under  any  agreement creating or  evidencing  Debt  or  any
agreement executed and delivered in connection with any Debt containing one
or  more  Intangible Asset Covenants unless prior written consent  to  such
agreement  shall  have been obtained pursuant to paragraph  11C;  provided,
however,  in  the  event the Company or any Subsidiary  shall  enter  into,
assume  or  otherwise become bound by or obligated under any such agreement
without  the  prior written consent of the Required Holders, the  terms  of
this  Agreement shall without any further action on the part of the Company
or  any  of the holders of the Notes, be deemed to be amended automatically
to include each Intangible Asset Covenant contained in such agreement.  The
Company further covenants to promptly execute and deliver at its expense an
amendment  to  this  Agreement in form and substance  satisfactory  to  the
Required Holders evidencing the amendment of this Agreement to include such
Intangible Asset Covenants provided that the execution and delivery of such
amendment  shall  not  be  a  precondition to  the  effectiveness  of  such
amendment as provided for in this paragraph 6C(9), but shall merely be  for
the convenience of the parities hereto.

           (b)   For  the purposes of this Agreement, the term  "Intangible
Asset  Covenant" shall mean (i)(A) any affirmative or negative covenant  or
similar restriction applicable to the Company or any Subsidiary (regardless
of  whether  such  provision  is labeled or otherwise  characterized  as  a
covenant)  or  (B) any provision which permits the holder of  Debt  of  the
Company or any Subsidiary to accelerate (with the passage of time or giving
of notice or both) the maturity thereof or otherwise require the Company or
any  Subsidiary to purchase such Debt prior to its stated maturity and (ii)
such provision provides for a financial covenant or default the calculation
of  which  involves as a specific component thereof the level of intangible
assets of the Company or any Subsidiary.

          7.   EVENTS OF DEFAULT.

           7A.   Acceleration.  If any of the following events shall  occur
and  be  continuing for any reason whatsoever (and whether such  occurrence
shall be voluntary or involuntary or come about or be effected by operation
of law or otherwise):

           (i)  the Company defaults in the payment of any principal of  or
premium  on  any Note when the same shall become due, either by  the  terms
thereof or otherwise as herein provided; or

           (ii) the Company defaults in the payment of any interest on  any
Note for more than five (5) Business Days after the date due; or

           (iii)      the Company or any Subsidiary defaults in any payment
of  principal of or interest on any other obligation for money borrowed (or
any  Capitalized Lease Obligation, any obligation under a conditional  sale
or  other  title retention agreement, any obligation issued or  assumed  as
full  or  partial payment for property whether or not secured by a purchase
money  mortgage  or any obligation under notes payable or  drafts  accepted
representing extensions of credit) beyond any period of grace provided with
respect  thereto,  or  the Company or any Subsidiary fails  to  perform  or
observe  any other agreement, term or condition contained in any  agreement
under  which  any  such obligation is created (or if  any  other  event  of
default  thereunder or under any such agreement shall occur and be  continu
ing)  and the effect of such failure or other event of default is to cause,
or  to  permit  the holder or holders of such obligation (or a  trustee  on
behalf  of such holder or holders) to cause, such obligation to become  due
(or to be repurchased by the Company or any Subsidiary) prior to any stated
maturity  or the Company fails to pay any guaranty in accordance  with  its
terms,  provided that the aggregate amount of all obligations as  to  which
such  a payment default shall occur and be continuing or such a failure  or
other event causing or permitting acceleration (or resale to the Company or
any Subsidiary) shall occur and be continuing exceeds $2,500,000; or

          (iv) any representation or warranty made by the Company herein or
by  the  Company  or  any  of  its officers in  any  writing  furnished  in
connection  with  or  pursuant to this Agreement  shall  be  false  in  any
material respect on the date as of which made; or

           (v)   the Company fails to perform or observe any term, covenant
or  agreement  contained in paragraphs 5C, 5D or 6  (other  than  paragraph
6C(8)) and such failure shall not be remedied within 5 Business Days  after
any officer of the Company obtains actual knowledge thereof; or

          (vi) the Company fails to perform or observe any other agreement,
covenant, term or condition contained herein including paragraph 6C(8)  and
such failure shall not be remedied within 30 days after any officer of  the
Company obtains actual knowledge thereof; or

          (vii)     the Company or any Subsidiary takes any action or fails
to  take  action  which  results in the loss of  any  franchise  agreement,
license  or  other permit which would preclude the Company  from  operating
such  franchise  under  the  name "Pizza Hut",  and  such  loss  materially
adversely affects the business operations or profitability of the  Company;
or

           (viii)    the Company or any Subsidiary makes an assignment  for
the benefit of creditors or is generally not paying its debts as such debts
become due; or

           (ix) any decree or order for relief in respect of the Company or
any Subsidiary is entered under any bankruptcy, reorganization, compromise,
arrangement,  insolvency,  readjustment  of  debt  (with  respect  to   the
bankruptcy or insolvency of the Company or any Subsidiary), dissolution  or
liquidation  or  similar law, whether now or hereafter  in  effect  (herein
called the "Bankruptcy Law"), of any jurisdiction; or

           (x)   the Company or any Subsidiary petitions or applies to  any
tribunal for, or consents to, the appointment of, or taking possession  by,
a  trustee,  receiver,  custodian, liquidator or similar  official  of  the
Company or any Subsidiary, or of any substantial part of the assets of  the
Company  or  any  Subsidiary,  or commences  a  voluntary  case  under  the
Bankruptcy  Law  of  the  United  States or  any  proceedings  (other  than
proceedings  for the voluntary liquidation and dissolution of a Subsidiary)
relating to the Company or any Subsidiary under the Bankruptcy Law  of  any
other jurisdiction; or

           (xi)  any  such petition or application is filed,  or  any  such
proceedings  are commenced, against the Company or any Subsidiary  and  the
Company  or  such  Subsidiary by any act indicates  its  approval  thereof,
consent thereto or acquiescence therein, or an order, judgment or decree is
entered  appointing  any such trustee, receiver, custodian,  liquidator  or
similar  official, or approving the petition in any such  proceedings,  and
such order, judgment or decree remains unstayed and in effect for more than
30 days; or

           (xii)      any order, judgment or decree is entered in  any  pro
ceedings  against the Company decreeing the dissolution of the Company  and
such order, judgment or decree remains unstayed and in effect for more than
60 days; or

           (xiii)     any order, judgment or decree is entered in  any  pro
ceedings against the Company or any Subsidiary decreeing a split-up of  the
Company  or  such  Subsidiary  which requires  the  divestiture  of  assets
representing  a  substantial part, or the divestiture of  the  stock  of  a
Subsidiary  whose assets represent a substantial part, of the  consolidated
assets  of the Company and its Subsidiaries (determined in accordance  with
generally accepted accounting principles) or which requires the divestiture
of assets, or stock of a Subsidiary, which shall have contributed a substan
tial  part  of  the Consolidated Net Earnings for any of the  three  fiscal
years  then most recently ended, and such order, judgment or decree remains
unstayed and in effect for more than 60 days; or

           (xiv)      any  judgment  or order, or series  of  judgments  or
orders,  for  the  payment of money in an amount in  excess  of  $2,500,000
(exclusive of any amount covered by insurance and with respect to which the
insurer  has  assumed  responsibility in writing) is rendered  against  the
Company or any Subsidiary and either (i) enforcement proceedings have  been
commenced  by  any creditor upon such judgment or order or (ii)  within  30
days  after  entry  thereof, such judgment is not discharged  or  execution
thereof  stayed pending appeal, or within 30 days after the  expiration  of
any such stay, such judgment is not discharged; or

           (xv)  any  Termination Event with respect to a Plan  shall  have
occurred,  and,  within  30  days after the occurrence  thereof,  (i)  such
Termination Event (if correctable) shall not have been corrected  and  (ii)
the  then  present  value of such Plan's vested benefits exceeds  the  then
current value of assets accumulated in such Plan by more than the amount of
$2,500,000  (or in the case of a Termination Event involving the withdrawal
of  a  "substantial employer" (as defined in Section 4001(a)(2) of  ERISA),
the  withdrawing employer's proportionate share of such excess shall exceed
such amount); or

           (xvi)     the Company or any of its ERISA Affiliates as employer
under a Multiemployer Plan shall have made a complete or partial withdrawal
from  such  Multiemployer Plan and the plan sponsor of  such  Multiemployer
Plan  shall have notified such withdrawing employer that such employer  has
incurred a withdrawal liability in an annual amount exceeding $2,500,000;

then  (a) if such event is an Event of Default specified in clause  (i)  or
(ii) of this paragraph 7A, any holder of any Note subject to such a payment
default  may at its option during the continuance of such Event of Default,
by notice in writing to the Company, declare all of such Notes held by such
holder to be, and all of such Notes held by such holder shall thereupon  be
and  become,  immediately due and payable together  with  interest  accrued
thereon, without presentment, demand, protest or notice of any kind, all of
which  are hereby waived by the Company, (b) if such event is an  Event  of
Default  specified  in  clause (viii), (ix), (x), (xi)  or  (xii)  of  this
paragraph  7A  with respect to the Company, all of the Notes  at  the  time
outstanding shall automatically become immediately due and payable  at  par
together  with  interest  accrued  thereon,  without  presentment,  demand,
protest  or  notice  of  any kind, all of which are hereby  waived  by  the
Company,  and (c) if such event is any other Event of Default, the Required
Holder(s) of the Notes of any Series may at its or their option during  the
continuance of such Event of Default, by notice in writing to the  Company,
declare all of the Notes of such Series to be, and all of the Notes of such
Series  shall thereupon be and become, immediately due and payable together
with  interest  accrued  thereon and together  with  the  Yield-Maintenance
Amount,  if  any,  with  respect  to each  Note  of  such  Series,  without
presentment, demand, protest or notice of any kind, all of which are hereby
waived by the Company, provided that the Yield Maintenance Amount, if  any,
with  respect  to  each Note shall be due and payable upon any  declaration
pursuant  to  this  paragraph  7A only if (I) the  event  whose  occurrence
permits such declaration is an Event of Default specified in any of clauses
(i) to (vi), inclusive, of this paragraph 7A, (II) the Required Holders  of
the  Notes of any Series which shall have been accelerated shall have given
to  the Company, at least 10 Business Days before such declaration, written
notice  stating its or their intention to declare the Notes  held  by  such
Required Holders (or all of the Notes of such Series) to be immediately due
and  payable  and  identifying one or more such  Events  of  Default  whose
occurrence  on or before the date of such notice permits such  declaration,
and  (III)  one  or  more of the Events of Default so identified  shall  be
continuing at the time of such declaration.

          7B.  Rescission of Acceleration.  At any time after any or all of
the Notes shall have been declared immediately due and payable pursuant  to
paragraph  7A,  the  Required Holder(s) may, by notice in  writing  to  the
Company, rescind and annul such declaration and its consequences if (i) the
Company shall have paid all overdue interest on the Notes, the principal of
and  Yield-Maintenance Amount, if any, payable with respect  to  any  Notes
which  have  become due otherwise than by reason of such  declaration,  and
interest  on  such  overdue  interest  and  overdue  principal  and  Yield-
Maintenance  Amount at the rate specified in the Notes,  (ii)  the  Company
shall  not have paid any amounts which have become due solely by reason  of
such declaration, (iii) all Events of Default and Defaults, other than non-
payment  of  amounts  which  have become  due  solely  by  reason  of  such
declaration, shall have been cured or waived pursuant to paragraph 11C, and
(iv)  no judgment or decree shall have been entered for the payment of  any
amounts due pursuant to the Notes or this Agreement.  No such rescission or
annulment  shall  extend to or affect any subsequent Event  of  Default  or
Default or impair any right arising therefrom.

           7C.   Notice of Acceleration or Rescission.  Whenever  any  Note
shall  be declared immediately due and payable pursuant to paragraph 7A  or
any  such declaration shall be rescinded and annulled pursuant to paragraph
7B,  the Company shall forthwith give written notice thereof to the  holder
of each Note at the time outstanding.

           7D.   Other Remedies.  If any Event of Default or Default  shall
occur and be continuing, the holder of any Note may proceed to protect  and
enforce  its  rights under this Agreement and such Note by exercising  such
remedies  as  are  available  to  such  holder  in  respect  thereof  under
applicable  law,  either by suit in equity or by action at  law,  or  both,
whether  for  specific  performance of  any  covenant  or  other  agreement
contained in this Agreement or in aid of the exercise of any power  granted
in  this Agreement.  No remedy conferred in this Agreement upon the  holder
of  any Note is intended to be exclusive of any other remedy, and each  and
every  such  remedy shall be cumulative and shall be in addition  to  every
other  remedy conferred herein or now or hereafter existing at  law  or  in
equity or by statute or otherwise.

           8.    REPRESENTATIONS,  COVENANTS AND WARRANTIES.   The  Company
represents, covenants and warrants:

           8A.   Organization;  Qualification;  Corporate  Authority.   The
Company  is  a  corporation duly organized, validly existing  and  in  good
standing  under  the laws of the State of Kansas; each Subsidiary  is  duly
organized,  validly existing and in good standing under  the  laws  of  the
jurisdiction  in  which  it  is incorporated.  The  Company  has  and  each
Subsidiary  has the corporate power to own its respective property  and  to
carry on its respective business as now being conducted, and the Company is
duly  qualified  as a foreign corporation to do business  and  is  in  good
standing  in  every  jurisdiction  in which  the  nature  of  the  business
conducted  by  it  makes  such  qualification  necessary.   The  execution,
delivery and performance by the Company of this Agreement and the Notes are
within the Company's corporate powers and have been duly authorized by  all
necessary corporate action.

           8B.   Financial  Statements.   The Company  has  furnished  each
Purchaser  of  any Accepted Notes with the following financial  statements,
identified  by  a  principal  financial officer  of  the  Company:   (i)  a
consolidated balance sheet of the Company and its Subsidiaries  as  at  the
last  day  of  each of the three fiscal years of the Company most  recently
completed  prior  to the date as of which this representation  is  made  or
repeated  to  such Purchaser (other than fiscal years completed  within  90
days  prior  to such date for which audited financial statements  have  not
been  released) and consolidated statements of income, stockholders' equity
and  cash flows of the Company and its Subsidiaries for each such year, all
reported on by Ernst & Young; and (ii) a consolidated balance sheet of  the
Company and its Subsidiaries as at the end of the quarterly period (if any)
most recently completed prior to such date and after the end of such fiscal
year  (other than quarterly periods completed within 60 days prior to  such
date  for  which  financial  statements have not  been  released)  and  the
comparable  quarterly period in the preceding fiscal year and  consolidated
statements  of income, stockholders' equity and cash flows for the  periods
from the beginning of the fiscal years in which such quarterly periods  are
included  to  the end of such quarterly periods, prepared by  the  Company.
Such  financial statements (including any related schedules  and/or  notes)
are  true  and  correct in all material respects (subject,  as  to  interim
statements,  to  changes  resulting from audits and year-end  adjustments),
have  been  prepared  in  accordance  with  generally  accepted  accounting
principles consistently followed throughout the periods involved  and  show
all liabilities, direct and contingent, of the Company and its Subsidiaries
required  to  be  shown  in accordance with such principles.   The  balance
sheets fairly present the condition of the Company and its Subsidiaries  as
at  the  dates thereof, and the statements of income, stockholders'  equity
and  cash flows fairly present the results of the operations of the Company
and its Subsidiaries and their cash flows for the periods indicated.  There
has  been  no material adverse change in the business, property or  assets,
condition  (financial or otherwise), or operations of the Company  and  its
Subsidiaries taken as a whole since the end of the most recent fiscal  year
for which such audited financial statements have been furnished.

           8C.   Conflicting  Agreements and Other  Matters.   Neither  the
Company nor any of its Subsidiaries is a party to any contract or agreement
or  subject  to any charter or other corporate restriction which materially
and  adversely  affects  its business, property  or  assets,  or  financial
condition.   Neither the execution nor delivery of this  Agreement  or  the
Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of
nor  compliance with the terms and provisions hereof and of the Notes  will
conflict with, or result in a breach of the terms, conditions or provisions
of, or constitute a default under, or result in any violation of, or result
in  the  creation of any Lien upon any of the properties or assets  of  the
Company  or any of its Subsidiaries pursuant to, the charter or by-laws  of
the  Company or any of its Subsidiaries, any award of any arbitrator or any
agreement  (including any agreement with stockholders), instrument,  order,
judgment, decree, statute, law, rule or regulation to which the Company  or
any  of  its Subsidiaries is subject.  Neither the Company nor any  of  its
Subsidiaries is a party to, or otherwise subject to any provision contained
in,   any  instrument  evidencing  indebtedness  of  the  Company  or  such
Subsidiary,  any  agreement  relating thereto  or  any  other  contract  or
agreement  (including its charter) which limits the amount of, or otherwise
imposes  restrictions on the incurring of, Debt of the Company of the  type
to  be  evidenced by the Notes except as set forth in the agreements listed
in Schedule 8C attached hereto.

          The Company has received all consents required in connection with
the  issuance  of  the  Notes  under the  Company's  Amended  and  Restated
Revolving Credit Agreement dated as of the November 17, 1989, as amended to
the  date as of which this representation is being made,or any replacement,
renewal or successor to such agreement.

           8D.  Governmental Consent.  Neither the nature of the Company or
of  any  Subsidiary, nor any of their respective businesses or  properties,
nor  any  relationship between the Company or any Subsidiary and any  other
Person,  nor  any  circumstance in connection with the offering,  issuance,
sale  or  delivery  of the Notes is such as to require  any  authorization,
consent, approval, exemption or other action by or notice to or filing with
any  court or administrative or governmental or regulatory body (other than
routine  filings after the Date of Closing with the Securities and Exchange
Commission  and/or  state  Blue Sky authorities)  in  connection  with  the
execution and delivery of this Agreement, the offering, issuance,  sale  or
delivery  of the Notes or fulfillment of or compliance with the  terms  and
provisions hereof or of the Notes.

           8E.   Enforceability.  This Agreement is,  and  the  Notes  when
delivered  hereunder will be, legal, valid and binding obligations  of  the
Company enforceable against the Company in accordance with their terms.

          8F.  Actions Pending.  There is no action, suit, investigation or
proceeding pending or, to the knowledge of the Company, threatened  against
the  Company or any of its Subsidiaries, or any properties or rights of the
Company  or any of its Subsidiaries, by or before any court, arbitrator  or
administrative  or  governmental body which might result  in  any  material
adverse change in the business, condition or operations of the Company  and
its Subsidiaries taken as a whole.  There is no action, suit, investigation
or  proceeding  pending or threatened against the Company  or  any  of  its
Subsidiaries  which  purports to affect the validity or  enforceability  of
this Agreement or any Note.

           8G.   Outstanding  Debt.  Neither the Company  nor  any  of  its
Subsidiaries  has  outstanding any Debt except as permitted  by  paragraphs
6C(2)  and  6C(4).   There exists no default under the  provisions  of  any
instrument evidencing such Debt or of any agreement relating thereto.

          8H.  Title to Properties.  The Company has and each of its Subsid
iaries has good and marketable title to substantially all of its respective
real  properties (other than properties which it leases) and good title  to
substantially all of its other respective properties and assets,  including
the  properties  and  assets reflected in the most recent  audited  balance
sheet  referred  to  in  paragraph 8B (other  than  properties  and  assets
disposed of in the ordinary course of business), subject to no Lien of  any
kind  except Liens permitted by paragraph 6C(1).  The Company and  each  of
its  Subsidiaries  enjoys  peaceful and undisturbed  possession  under  all
leases  necessary  in  any  material respect for  the  operation  of  their
respective  properties and assets, none of which contains  any  unusual  or
burdensome provisions which might materially affect or impair the operation
of  such  properties  and  assets.  All leases necessary  in  any  material
respect for the conduct of the respective businesses of the Company and its
Subsidiaries are valid and subsisting and are in full force and effect.

           8I.   Taxes.   The Company has and each of its Subsidiaries  has
filed  all Federal, State and other income tax returns which, to  the  best
knowledge  of  the officers of the Company, are required to be  filed,  and
each  has  paid  all taxes as shown on such returns and on all  assessments
received  by it to the extent that such taxes have become due, except  such
taxes  as are being contested in good faith by appropriate proceedings  for
which  adequate reserves have been established in accordance with generally
accepted accounting principles.  Federal income tax returns of the  Company
have  been examined and reported on by the taxing authorities or closed  by
applicable  statutes  and  satisfied for all  fiscal  years  prior  to  and
including the fiscal year ended on March 26, 1991.

          8J.  Offering of Notes.  Neither the Company nor any agent acting
on its behalf has, directly or indirectly, offered the Notes or any similar
security  of the Company for sale to, or solicited any offers  to  buy  the
Notes  or any similar security of the Company from, or otherwise approached
or   negotiated   with  respect  thereto  with,  any  Person   other   than
institutional  investors, and neither the Company nor any agent  acting  on
its  behalf  has  taken  or will take any action which  would  subject  the
issuance  or  sale  of  the Notes to the provisions of  section  5  of  the
Securities  Act or to the provisions of any securities or Blue Sky  law  of
any applicable jurisdiction.

           8K.   Use  of Proceeds.  Neither the Company nor any  Subsidiary
owns  or  has  any  present intention of acquiring any  "margin  stock"  as
defined in Regulation G (12 CFR Part 207) of the Board of Governors of  the
Federal  Reserve  System  (herein called  "margin  stock").   None  of  the
proceeds of the sale of any Notes will be used, directly or indirectly, for
the  purpose,  whether immediate, incidental or ultimate, of purchasing  or
carrying  any margin stock or for the purpose of maintaining,  reducing  or
retiring  any  Indebtedness which was originally incurred  to  purchase  or
carry  any stock that is currently a margin stock or for any other  purpose
which might constitute the purchase of such Notes a "purpose credit" within
the  meaning of such Regulation G, unless the Company shall have  delivered
to  the  Purchaser which is purchasing such Notes, on the Closing  Day  for
such  Notes,  an opinion of counsel satisfactory to such Purchaser  stating
that  the  purchase of such Notes does not constitute a violation  of  such
Regulation  G.  Neither the Company nor any agent acting on its behalf  has
taken or will take any action which might cause this Agreement or the Notes
to  violate Regulation G, Regulation T or any other regulation of the Board
of  Governors of the Federal Reserve System or to violate the Exchange Act,
in each case as in effect now or as the same may hereafter be in effect.

           8L.   ERISA.  No accumulated funding deficiency (as  defined  in
section  302 of ERISA and section 412 of the Code), whether or not  waived,
exists  with  respect  to any Plan (other than a Multiemployer  Plan).   No
liability  to  the Pension Benefit Guaranty Corporation  has  been,  or  is
expected  by the Company or any Affiliate to be, incurred with  respect  to
any  Plan  (other than a Multiemployer Plan) by the Company or any  of  its
Subsidiaries which is or would be materially adverse to the Company and its
Subsidiaries  taken  as  a  whole.  Neither the  Company  nor  any  of  its
Subsidiaries  has  incurred or presently expects to  incur  any  withdrawal
liability  under  Title IV of ERISA with respect to any Multiemployer  Plan
which is or would be materially adverse to the Company and its Subsidiaries
taken  as  a whole.  The execution and delivery of this Agreement  and  the
issuance and sale of the Notes will be exempt from or will not involve  any
transaction  which is subject to the prohibitions of section 406  of  ERISA
and  will  not involve any transaction in connection with which  a  penalty
could  be  imposed under section 502(i) of ERISA or a tax could be  imposed
pursuant to section 4975 of the Code.  The representation by the Company in
the  next  preceding sentence is made in reliance upon and subject  to  the
accuracy of the representation of each Purchaser in paragraph 9B as to  the
source of funds to be used by it to purchase any Notes.

           8M.  Disclosure.  Neither this Agreement nor any other document,
certificate or statement furnished to any Purchaser by or on behalf of  the
Company  in connection herewith contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the state
ments  contained  herein  and therein not misleading.   There  is  no  fact
peculiar  to  the  Company  or  any of its  Subsidiaries  which  materially
adversely  affects  or in the future may (so far as  the  Company  can  now
foresee)  materially adversely affect the business, property or assets,  or
financial condition of the Company or any of its Subsidiaries and which has
not   been  set  forth  in  this  Agreement  or  in  the  other  documents,
certificates and statements furnished to any Purchaser by or on  behalf  of
the  Company  prior to the date hereof in connection with the  transactions
contemplated hereby.

           8N.   Investment Company Act.  The Company is not an "investment
company"  or a company "controlled" by an "investment company", within  the
meaning of the Investment Company Act of 1940, as amended.

           8O.   Public Utility Holding Company Act.  The Company is not  a
"holding company" or a "subsidiary company" of a "holding company",  or  an
"affiliate"  of  a  "holding  company" or of a "subsidiary  company"  of  a
"holding  company", or a "public utility" within the meaning of the  Public
Utility Holding Company Act of 1935, as amended.

           8P.  Environmental Compliance.  The Company and its Subsidiaries
and  all of their respective properties and facilities have complied at all
times  and  in  all  respects with all federal, state, local  and  regional
statutes,   laws,   ordinances  and  judicial  or  administrative   orders,
judgments,   rulings  and  regulations  relating  to  protection   of   the
environment  except, in any such case, where failure to  comply  would  not
result  in  a material adverse effect on the business, condition (financial
or otherwise) or operations of the Company and its Subsidiaries taken as  a
whole.

           8Q.   Funded Debt Agreements.  The forms of (i) the Amended  and
Restated  Revolving Credit Agreement, dated as of November 17,  1989  among
the  Company, the banks named therein and Continental Bank, N.A., as agent,
as  amended by [list amendments] (ii) the Note Agreements dated as of March
30, 1993 between the Company and the purchasers named therein and (iii) the
Note  Agreements dated as of May 29, 1992 among the Company,  Massachusetts
Mutual Life Insurance Company, Pacific Mutual Life Insurance Company and PM
Group Life Insurance Company are true, correct and complete in all respects
and  there  exists  no amendments, waivers or other modifications  to  such
agreements except as previously provided to Prudential.

           8R.  Hostile Tender Offers.  None of the proceeds of the sale of
any Notes will be used to finance a Hostile Tender Offer.

          9.   REPRESENTATIONS OF THE PURCHASER.

     Each Purchaser represents as follows:

           9A.   Nature  of Purchase.  Such Purchaser is not acquiring  the
Notes  purchased by it hereunder with a view to or for sale  in  connection
with  any  distribution thereof within the meaning of the  Securities  Act,
provided  that the disposition of such Purchaser's property  shall  at  all
times be and remain within its control.

           9B.   Source  of  Funds.  All of the funds to be  used  by  such
Purchaser to purchase the Notes are assets of an insurance company  general
account and, if any assets in the general account are, or may be, assets of
any  "employee benefit plan" within the meaning of Section 3(3)  of  ERISA,
such  Purchaser  meets  the  conditions  for  application  of  the  general
exemption  in  Section  I  of  the Proposed  Class  Exemption  for  Certain
Transactions  Involving Insurance Company General Accounts  (59  Fed.  Reg.
43134 (1994)).

          10.  DEFINITIONS AND ACCOUNTING TERMS.

           10A.  Certain  Defined  Terms.  As used in  this  Agreement  the
following  terms  shall have the meanings specified  with  respect  thereto
below  (such  meanings to be equally applicable to both  the  singular  and
plural forms of the terms defined):

          "Acceptance" shall have the meaning specified in paragraph 2F.

           "Acceptance  Day" shall have the meaning specified in  paragraph
2F.

          "Acceptance Window" shall have the meaning specified in paragraph
2F.

          "Accepted Note" shall have the meaning specified in paragraph 2F.

           "Affiliate" shall mean any Person directly or indirectly control
ling,  controlled by, or under direct or indirect common control with,  the
Company,  except  a  Subsidiary.  A Person shall be  deemed  to  control  a
corporation if such Person possesses, directly or indirectly, the power  to
direct  or  cause  the  direction of the management and  policies  of  such
corporation,  whether  through  the  ownership  of  voting  securities,  by
contract or otherwise.

           "Authorized Officer" shall mean (i) in the case of the  Company,
its  chief  executive  officer,  its  chief  financial  officer,  any  vice
president  of  the  Company designated as an "Authorized  Officer"  of  the
Company  in the Information Schedule attached hereto or any vice  president
of the Company designated as an "Authorized Officer" of the Company for the
purpose  of  this  Agreement in an Officer's Certificate  executed  by  the
Company's  chief executive officer or chief financial officer and delivered
to  Prudential,  and  (ii)  in  the case  of  Prudential,  any  officer  of
Prudential  designated  as  its "Authorized  Officer"  in  the  Information
Schedule  or  any  officer  of  Prudential designated  as  its  "Authorized
Officer" for the purpose of this Agreement in a certificate executed by one
of  its  Authorized  Officers.  Any action taken under  this  Agreement  on
behalf  of the Company by any individual who on or after the date  of  this
Agreement  shall  have been an Authorized Officer of the Company  and  whom
Prudential  in  good  faith  believes to be an Authorized  Officer  of  the
Company  at  the time of such action shall be binding on the  Company  even
though such individual shall have ceased to be an Authorized Officer of the
Company,  and any action taken under this Agreement on behalf of Prudential
by  any  individual who on or after the date of this Agreement  shall  have
been an Authorized Officer of Prudential and whom the Company in good faith
believes  to  be an Authorized Officer of Prudential at the  time  of  such
action  shall  be  binding on Prudential even though such individual  shall
have ceased to be an Authorized Officer of Prudential.

           "Available Facility Amount" shall have the meaning specified  in
paragraph 2A.

           "Bankruptcy Law" shall have the meaning specified in clause (ix)
of paragraph 7A.

           "Business Day" shall mean any day other than (i) a Saturday or a
Sunday,  (ii) a day on which commercial banks in New York City are required
or  authorized to be closed and (iii) for purposes of paragraph  2C  hereof
only,  a  day on which The Prudential Insurance Company of America  is  not
open for business.

          "Cancellation Date" shall have the meaning specified in paragraph
2I(iv).

           "Cancellation Fee" shall have the meaning specified in paragraph
2I(iv).

           "Called  Principal" shall mean, with respect to  any  Note,  the
principal of such Note that is to be prepaid pursuant to paragraph 4B  (any
partial  prepayment being applied in satisfaction of required  payments  of
principal in inverse order of their scheduled due dates) or is declared  to
be  immediately  due and payable pursuant to paragraph 7A, as  the  context
requires.

           "Capitalized Lease Obligation" shall mean any rental  obligation
which,  under  generally  accepted accounting principles,  is  or  will  be
required  to  be capitalized on the books of the Company or any Subsidiary,
taken  at the amount thereof accounted for as indebtedness (net of interest
expense) in accordance with such principles.

           "Closing Day" for any Accepted Note shall mean the Business  Day
specified  for  the closing of the purchase and sale of such  Note  in  the
Request for Purchase of such Note, provided that (i) if the Acceptance  Day
for  such  Accepted Note is less than five Business Days after the  Company
shall have made such Request for Purchase and the Company and the Purchaser
which  is obligated to purchase such Note agree on an earlier Business  Day
for  such closing, the "Closing Day" for such Accepted Note shall  be  such
earlier  Business Day, and (ii) if the closing of the purchase and sale  of
such Accepted Note is rescheduled pursuant to paragraph 2H, the Closing Day
for such Accepted Note, for all purposes of this Agreement except paragraph
2I(iv),  shall  mean  the  Rescheduled Closing Day  with  respect  to  such
Closing.

          "Code" shall mean the Internal Revenue Code of 1986, as amended.

           "Confirmation of Acceptance" shall have the meaning specified in
paragraph 2F.

           "Consolidated  Net Earnings" shall mean for any period  the  net
income  or  net loss of the Company and its Subsidiaries on a  consolidated
basis  as  determined  in  accordance with  generally  accepted  accounting
principles  consistent  with  those followed  in  the  preparation  of  the
financial  statements referred to in paragraph 8B, provided that (i)  there
shall   not  be  included  in  calculating  such  amount  (a)  any   income
representing  the  excess  of  equity in any  Subsidiary  at  the  date  of
acquisition over the investment in such Subsidiary, (b) any equity  in  the
undistributed  earnings of any corporation which is not a  Subsidiary,  (c)
any  earnings of any Subsidiary for any period prior to the fiscal year  of
the  Company  in  which  such Subsidiary was acquired,  or  (d)  any  gains
resulting from the write-up of assets, (ii) there shall not be included  in
calculating  such amount any gain resulting from the sale  of  any  capital
assets  other  than in the ordinary course of business or any extraordinary
or  nonrecurring  gains, except that such gains may  be  included  only  to
offset  the  aggregate amount of losses (net of any tax  effect)  resulting
from  the  sale  of  capital assets other than in the  ordinary  course  of
business and extraordinary or nonrecurring losses and (iii) there shall not
be including in calculating such amount the losses associated with the sale
or  disposition by the Company of the operations of Skipper's, Inc.  in  an
aggregate amount of up to $30,000,000.

           "Consolidated  Net Income Available for Fixed Charges"  for  any
period  shall mean the sum of Consolidated Net Earnings during such  period
plus  (to  the  extent  deducted in determining Consolidated  Net  Earnings
during  such period) consolidated (i) interest expense, (ii) provision  for
income  taxes,  (iii) depreciation and amortization, (iv)  operating  lease
expense, and (v) any increase (or less any decrease) in deferred taxes.

           "Consolidated Net Worth" shall mean the sum of (i) the par value
(or  value stated on the books of the corporation) of the capital stock  of
all  classes of the Company, plus (or minus in the case of a deficit)  (ii)
the  amount of paid in capital plus retained earnings (netting any treasury
stock,  ESOP  obligations or similar contra accounts), whether  capital  or
earned, of the Company.

           "Current Debt" shall mean any obligation for borrowed money (and
any  notes  payable and drafts accepted representing extensions  of  credit
whether  or  not  representing obligations for borrowed money)  payable  on
demand  or  within  a  period of one year from the  date  of  the  creation
thereof;  provided  that any obligation shall be treated  as  Funded  Debt,
regardless  of  its term, if such obligation is renewable pursuant  to  the
terms  thereof or of a revolving credit or similar agreement effective  for
more  than  one year after the date of the creation of such obligation,  or
may  be payable out of the proceeds of a similar obligation pursuant to the
terms  of such obligation or of any such agreement.  Any obligation secured
by  a  Lien on, or payable out of the proceeds of production from, property
of  the  Company or any Subsidiary shall be deemed to be Funded or  Current
Debt,  as  the case may be, of the Company or such Subsidiary  even  though
such  obligation  shall not be assumed by the Company or  such  Subsidiary.
For  purposes of this definition, "borrowed money" shall not include  trade
accounts payable, accrued expenses or income taxes payable.

           "Current  Maturities of Funded Debt" shall mean any Funded  Debt
obligation payable on demand or within a period of one year from  the  date
of  determination; provided that an obligation shall not be included herein
if  such  Funded Debt obligation (i) is renewable beyond one year from  the
date of determination at the sole election of the Company (or a Subsidiary,
if applicable) pursuant to the terms thereof, (ii) is created pursuant to a
revolving  credit or similar agreement which is renewable beyond  one  year
from  the date of determination at the sole election of the Company  (or  a
Subsidiary, if applicable) pursuant to the terms thereof, or (iii)  may  be
repaid  out  of the uncommitted proceeds of a revolving credit  or  similar
agreement,  the maturity of which is more than one year from  the  date  of
determination.

           "Debt"  shall mean Funded Debt and/or Current Debt, as the  case
may be.

           "Delayed  Delivery  Fee"  shall have the  meaning  specified  in
paragraph 2I(iii).

           "Discounted  Value"  shall  mean, with  respect  to  the  Called
Principal  of  any Note, the amount obtained by discounting  all  Remaining
Scheduled  Payments  with  respect  to such  Called  Principal  from  their
respective scheduled due dates to the Settlement Date with respect to  such
Called Principal, in accordance with accepted financial practice and  at  a
discount  factor (applied on a semiannual basis) equal to the  Reinvestment
Yield with respect to such Called Principal.

           "EBITDA"  for  any  period shall mean the  sum  of  Consolidated
Operating  Income (as defined according to GAAP) during such  period,  plus
(to the extent deducted in determining Consolidated Operating Income during
such period) consolidated depreciation and amortization.

          "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

           "ERISA  Affiliate" shall mean any trade or business (whether  or
not  incorporated) which is a member of a group of which the Company  is  a
member  and  which  is  under  common control within  the  meaning  of  the
regulations under Section 414 of the Code.

          "Event of Default" shall mean any of the events specified in para
graph  7A,  provided  that  there has been  satisfied  any  requirement  in
connection with such event for the giving of notice, or the lapse of  time,
or  the  happening  of any further condition, event or act,  and  "Default"
shall mean any of such events, whether or not any such requirement has been
satisfied.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          "Facility" shall have the meaning specified in paragraph 2A.

           "Facility  Fee"  shall have the meaning specified  in  paragraph
2I(i).

           "Fixed  Charges" shall mean the sum of (i) interest expense  and
(ii)  operating  lease  expense, each for the  four  fiscal  quarters  most
recently ended as of the date of determination, and (ii) Current Maturities
of  Funded  Debt of the Company and all Subsidiaries as of the end  of  the
fiscal quarter most recently ended as of the date of determination.

          "Franchise Agreement" shall mean any franchise agreement, license
or  other  permit  necessary to permit the Company  or  any  Subsidiary  to
operate under the name "Pizza Hut".

          "Funded Debt" shall mean and include without duplication,

           (i)  any obligation payable more than one year from the date  of
creation  thereof, which under generally accepted accounting principles  is
shown  on  the  balance sheet as a liability (including  Capitalized  Lease
Obligations  but  excluding reserves for deferred income  taxes  and  other
reserves to the extent that such reserves do not constitute an obligation),

           (ii)  indebtedness payable more than one year from the  date  of
creation  thereof  which is secured by any Lien on property  owned  by  the
Company  or any Subsidiary, whether or not the indebtedness secured thereby
shall have been assumed by the Company or such Subsidiary,

           (iii)  guarantees,  endorsements  (other  than  endorsements  of
negotiable  instruments for collection in the ordinary course of  business)
and other contingent liabilities (whether direct or indirect) in connection
with the obligations, stock or dividends of any Person,

           (iv) obligations under any contract providing for the making  of
loans, advances or capital contributions to any Person, or for the purchase
of  any  property  from any Person, in each case in order  to  enable  such
Person  primarily  to  maintain working capital, net  worth  or  any  other
balance sheet condition or to pay debts, dividends or expenses,

          (v) obligations under any contract for the purchase of materials,
supplies  or  other property or services if such contract (or  any  related
document)  requires  that  payment for such materials,  supplies  or  other
property or services shall be made regardless of whether or not delivery of
such  materials,  supplies or other property or services is  ever  made  or
tendered,

           (vi) obligations under any contract to rent or lease (as lessee)
any  real  or personal property if such contract (or any related  document)
provides  that the obligation to make payments thereunder is  absolute  and
unconditional  under conditions not customarily found in commercial  leases
then  in  general  use  or requires that the lessee purchase  or  otherwise
acquire securities or obligations of the lessor,

           (vii)  obligations under any contract for the  sale  or  use  of
materials, supplies or other property or services if such contract (or  any
related  document)  requires that payment for such materials,  supplies  or
other  property  or services, or the use thereof, shall be subordinated  to
any  indebtedness (of the purchaser or user of such materials, supplies  or
other property or the Person entitled to the benefit of such services) owed
or to be owed to any Person,

           (viii)  obligations under any other contract which, in  economic
effect, is substantially equivalent to a guarantee, and

           (ix)  liabilities in respect of unfunded vested  benefits  under
plans covered by Title IV of ERISA,

      all  as  determined in accordance with generally accepted  accounting
principles.

          "Hedge Treasury Note(s)" shall mean, with respect to any Accepted
Note,  the  United  States  Treasury  Note  or  Notes  whose  duration  (as
reasonably  determined by Prudential) most closely matches the duration  of
such Accepted Note.

           "Hostile  Tender Offer" shall mean, with respect to the  use  of
proceeds of any Note, any offer to purchase, or any purchase of, shares  of
capital  stock of any corporation or equity interests in any other  entity,
or securities convertible into or representing the beneficial ownership of,
or  rights to acquire, any such shares or equity interests, if such shares,
equity  interests,  securities or rights are of a class which  is  publicly
traded on any securities exchange or in any over-the-counter market,  other
than  purchases  of  such shares, equity interests,  securities  or  rights
representing  less than 5% of the equity interests or beneficial  ownership
of  such corporation or other entity for portfolio investment purposes, and
such offer or purchase has not been duly approved by the board of directors
of  such corporation or the equivalent governing body of such other  entity
prior  to  the date on which the Company makes the Request for Purchase  of
such Note.

           "Issuance Period" shall have the meaning specified in  paragraph
2B.

           "Lien" shall mean any mortgage, pledge, security interest, encum
brance, lien or charge of any kind (including any agreement to give any  of
the foregoing, any conditional sale or other title retention agreement, any
lease  in the nature thereof, and the filing of, or agreement to give,  any
financing  statement under the Uniform Commercial Code of any jurisdiction)
or any other type of preferential arrangement encumbering property.

            "Multiemployer   Plan"  shall  mean  any  plan   which   is   a
"multiemployer  plan"  (as such term is defined in  section  4001(a)(3)  of
ERISA).

          "Notes" shall have the meaning specified in paragraph 1.

           "Officer's Certificate" shall mean a certificate signed  in  the
name  of  the Company by its President, one of its Vice Presidents  or  its
Treasurer.

           "Person" shall mean and include an individual, a partnership,  a
joint venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.

           "Plan" shall mean an "employee pension benefit plan" (as defined
in  section 3 of ERISA) which is or has been established or maintained,  or
to  which  contributions are or have been made, by the Company  or  by  any
trade  or  business, whether or not incorporated, which, together with  the
Company, is under common control, as described in section 414(b) or (c)  of
the Code.

           "Priority  Debt" shall have the meaning specified  in  paragraph
6C(1).

           "Prudential"  shall  mean The Prudential  Insurance  Company  of
America.

          "Prudential Affiliate" shall mean any corporation or other entity
all  of the Voting Stock (or equivalent voting securities or interests)  of
which  is  owned  by  Prudential  either  directly  or  through  Prudential
Affiliates.

           "Purchasers" shall mean, with respect to any Accepted Notes  the
Persons,  either Prudential or a Prudential Affiliate, who  are  purchasing
such Accepted Notes.

           "Reinvestment  Yield"  shall mean, with respect  to  the  Called
Principal  of  any Note, the yield to maturity implied by  (i)  the  yields
reported,  as of 10:00 A.M. (New York City time) on the Business  Day  next
preceding the Settlement Date with respect to such Called Principal, on the
display  designated as "Page 678" on the Telerate Service  (or  such  other
display  as  may  replace Page 678 on the Telerate  Service)  for  actively
traded  U.S.  Treasury securities having a maturity equal to the  Remaining
Average  Life of such Called Principal as of such Settlement  Date,  or  if
such yields shall not be reported as of such time or the yields reported as
of  such  time  shall  not  be ascertainable, (ii)  the  Treasury  Constant
Maturity  Series yields reported, for the latest day for which such  yields
shall  have  been  so  reported as of the Business Day next  preceding  the
Settlement  Date with respect to such Called Principal, in Federal  Reserve
Statistical  Release  H.15 (519) (or any comparable successor  publication)
for  actively  traded U.S. Treasury securities having a  constant  maturity
equal  to  the Remaining Average Life of such Called Principal as  of  such
Settlement Date.  Such implied yield shall be determined, if necessary,  by
(a)  converting U.S. Treasury bill quotations to bond-equivalent yields  in
accordance with accepted financial practice and (b) interpolating  linearly
between reported yields.

           "Remaining Average Life" shall mean, with respect to the  Called
Principal of any Note, the number of years (calculated to the nearest  one-
twelfth year) obtained by dividing (i) such Called Principal into (ii)  the
sum  of  the products obtained by multiplying (a) each Remaining  Scheduled
Payment  of such Called Principal (but not of interest thereon) by (b)  the
number  of  years (calculated to the nearest one-twelfth year)  which  will
elapse  between  the Settlement Date with respect to such Called  Principal
and the scheduled due date of such Remaining Scheduled Payment.
           "Remaining Scheduled Payments" shall mean, with respect  to  the
Called  Principal  of any Note, all payments of such Called  Principal  and
interest  thereon  that would be due on or after the Settlement  Date  with
respect  to  such  Called Principal if no payment of such Called  Principal
were made prior to its scheduled due date.

           "Renewal  Fee"  shall  have the meaning specified  in  paragraph
2I(v).

           "Request  for  Purchase"  shall have the  meaning  specified  in
paragraph 2D.

           "Required Holder(s)" shall mean, (i) the holder or holders of at
least 66-2/3% of the aggregate principal amount of all Notes outstanding at
the  time  of  determination,  or (ii) with  respect  to  the  decision  to
accelerate a Series of Notes under paragraph 7A the holder or holders of at
least 66-2/3% of the aggregate principal amount of the Notes of such Series
outstanding at such time.

           "Required  Prepayment"  shall  have  the  meaning  specified  in
paragraph 4A.

           "Rescheduled  Closing Day" shall have the meaning  specified  in
paragraph 2H.

           "Responsible  Officer" shall mean the chief  executive  officer,
chief  operating  officer,  chief financial  officer  or  chief  accounting
officer of the Company, general counsel of the Company or any other officer
of  the Company involved principally in its financial administration or its
controllership function.

           "Securities  Act"  shall mean the Securities  Act  of  1933,  as
amended.

          "Series" shall have the meaning specified in paragraph 7.

           "Settlement  Date"  shall  mean,  with  respect  to  the  Called
Principal  of any Note, the date on which such Called Principal  is  to  be
prepaid  pursuant to paragraph 4B or is declared to be immediately due  and
payable pursuant to paragraph 7A, as the context requires.

           "Significant  Holder"  shall mean (i)  Prudential,  so  long  as
Prudential  or  any Prudential Affiliate shall hold (or be committed  under
this  agreement to purchase) any Note, or (ii) any other holder of at least
10%  of  the  aggregate principal amount of the Notes  from  time  to  time
outstanding.

           "Subsidiary" shall mean any corporation organized under the laws
of  any  state of the United States of America, Canada, or any province  of
Canada,  which conducts the major portion of its business in and makes  the
major  portion  of  its sales to Persons located in the  United  States  of
America  or  Canada, and all of the stock of every class of  which,  except
directors'  qualifying  shares  shall,  at  the  time  as  of   which   any
determination  is  being made, be owned by the Company either  directly  or
through Subsidiaries.

           "Substantial  Stockholder" shall mean  (i)  any  Person  owning,
directly  or  indirectly, either individually or together  with  all  other
Persons  to whom such Person is related by blood, adoption or marriage,  5%
or  more of the outstanding voting stock of the Company, or (ii) any Person
related  by  blood,  adoption or marriage to any Person coming  within  the
provisions of clause (i) of this definition.

           "Termination Event" shall mean (i) a Reportable Event  described
in  Section 4043 of ERISA and the regulations issued thereunder (other than
a  Reportable Event not subject to the provision for 30-day notice  to  the
Pension  Benefit Guaranty Corporation under such regulations), or (ii)  the
withdrawal of the Company or any of its ERISA Affiliates from a Plan during
a  plan year in which it was a "substantial employer" as defined in Section
4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate
a  Plan or the treatment of a Plan amendment as a termination under Section
4041  of ERISA, or (iv) the institution of proceedings to terminate a  Plan
by  the  Pension  Benefit Guaranty Corporation, or (v) any other  event  or
condition  which might constitute grounds under Section 4042 of  ERISA  for
the  termination  of, or the appointment of a trustee  to  administer,  any
Plan.

           "Transferee" shall mean any direct or indirect transferee of all
or any part of any Note purchased by a Purchaser under this Agreement.

           "Yield-Maintenance Amount" shall mean, with respect to any Note,
an  amount  equal  to the excess, if any, of the Discounted  Value  of  the
Called  Principal  of such Note over the sum of (i) such  Called  Principal
plus  (ii) interest accrued thereon as of (including interest due  on)  the
Settlement  Date  with  respect  to  such  Called  Principal.   The  Yield-
Maintenance Amount shall in no event be less than zero.

           10B.  Accounting  Principles,  Terms  and  Determinations.   All
unaudited financial statements required to be furnished hereunder shall  be
prepared  in  accordance  with  generally  accepted  accounting  principles
applied  on  a  basis consistent with the most recent audited  consolidated
financial statements of the Company and its Subsidiaries delivered pursuant
to  clause  (ii)  of paragraph 5A or, if no such statements  have  been  so
delivered,  the  most recent audited financial statements  referred  to  in
clause  (i)  of paragraph 8B.  Except as provided above, all references  in
this  Agreement  to  "generally accepted accounting  principles"  shall  be
deemed  to  refer to generally accepted accounting principles in effect  in
the  United  States as of the date hereof and applied on a basis consistent
with  the Company's audited financial statements for the fiscal year  ended
March  27,  1993.   All  certificates and reports as to  financial  matters
required to be furnished hereunder shall be prepared so as to illustrate in
reasonably detail all adjustments between the generally accepted accounting
principles used in the Company's financial statements provided pursuant  to
paragraph 5A and the generally accepted accounting principles used herein.

          11.  MISCELLANEOUS.

           11A.  Note  Payments.  So long as any Purchaser shall  hold  any
Note,  the  Company  will  make  payments of principal  thereof  and  Yield
Maintenance  Amount, if any, and interest thereon, which  comply  with  the
terms of this Agreement, not later than 12:00 noon (New York City time)  on
the day when due by wire transfer of immediately available funds for credit
to  such  Purchaser's account or accounts as specified in  the  Information
Schedule  attached hereto, or such other account or accounts in the  United
States  as  such  Purchaser may designate in writing,  notwithstanding  any
contrary  provision  herein or in any Note with respect  to  the  place  of
payment.  Each Purchaser agrees that, before disposing of any Note, it will
make  a  notation  thereon  (or  on a schedule  attached  thereto)  of  all
principal  payments  previously made thereon  and  of  the  date  to  which
interest  thereon has been paid.  The Company agrees to afford the benefits
of  this  paragraph 11A to any Transferee which shall have  made  the  same
agreement as the Purchasers have made in this paragraph 11A.

            11B.  Expenses.   The  Company  agrees,  whether  or  not   the
transactions  contemplated hereby shall be consummated, to  pay,  and  save
Prudential,  any  Prudential Affiliate and any Transferee harmless  against
liability  for  the  payment  of,  all out-of-pocket  expenses  arising  in
connection  with  such  transactions (other than such  costs  and  expenses
associated  with or resulting from the resale of the Notes), including  (i)
all  document production and duplication charges and the fees and  expenses
of  any  special  counsel  engaged by Prudential in  connection  with  this
Agreement  and  the  transactions contemplated  hereby,  and  all  document
production and duplication charges and the fees and expenses of any counsel
or  special  counsel engaged by Prudential or any Transferee in  connection
with  any  subsequent proposed modification of, or proposed consent  under,
this Agreement, whether or not such proposed modification shall be effected
or proposed consent granted, and (ii) to the extent permitted by applicable
law, the costs and expenses, including reasonable attorneys' fees, incurred
by Prudential or any Transferee in enforcing any rights against the Company
under  this Agreement or the Notes (whether in the contest of civil action,
adversary proceeding workout or otherwise) or in responding to any subpoena
or  other  legal  process issued in connection with this Agreement  or  the
transactions contemplated hereby or by reason of Prudential, any Prudential
Affiliate  or any Transferee's having acquired any Note, including  without
limitation  costs  and  expenses incurred  in  any  bankruptcy  case.   The
obligations  of  the  Company under this paragraph 11B  shall  survive  the
transfer  of any Note or portion thereof or interest therein by Prudential,
any Prudential Affiliate or any Transferee and the payment of any Note.

           11C. Consent to Amendments.  This Agreement may be amended,  and
the  Company may take any action herein prohibited, or omit to perform  any
act  herein required to be performed by it, if the Company shall obtain the
written  consent  to  such amendment, action or omission  to  act,  of  the
Required  Holder(s) except that, without the written consent of the  holder
or  holders  of  all  Notes at the time outstanding, no amendment  to  this
Agreement  shall change the maturity of any Note, or change  the  principal
of,  or the rate or time of payment of interest or any premium payable with
respect  to  any  Note,  or affect the time, amount or  allocation  of  any
required  prepayments, or reduce the proportion of the principal amount  of
the Notes required with respect to any consent.  Each holder of any Note at
the time or thereafter outstanding shall be bound by any consent authorized
by  this paragraph 11C, whether or not such Note shall have been marked  to
indicate  such consent, but any Notes issued thereafter may bear a notation
referring  to any such consent.  No course of dealing between  the  Company
and the holder of any Note nor any delay in exercising any rights hereunder
or  under any Note shall operate as a waiver of any rights of any holder of
such Note.  As used herein and in the Notes, the term "this Agreement"  and
references thereto shall mean this Agreement as it may from time to time be
amended or supplemented.

           11D.  Form,  Registration, Transfer and Exchange of Notes;  Lost
Notes.   The  Notes  are issuable as registered notes  without  coupons  in
denominations of at least $1,000,000, except as may be necessary to reflect
any principal amount not evenly divisible by $1,000,000.  The Company shall
keep  at its principal office a register in which the Company shall provide
for  the  registration of Notes and of transfers of Notes.  Upon  surrender
for  registration of transfer of any Note at the principal  office  of  the
Company, the Company shall, at its expense, execute and deliver one or more
new  Notes  of  like  tenor  and  of  a like  aggregate  principal  amount,
registered in the name of such transferee or transferees.  At the option of
the  holder of any Note, such Note may be exchanged for other Notes of like
tenor  and  of any authorized denominations, of a like aggregate  principal
amount, upon surrender of the Note to be exchanged at the principal  office
of  the  Company.  Whenever any Notes are so surrendered for exchange,  the
Company  shall,  at its expense, execute and deliver the  Notes  which  the
holder  making the exchange is entitled to receive.  Every Note surrendered
for  registration  of transfer or exchange shall be duly  endorsed,  or  be
accompanied  by  a  written instrument of transfer duly  executed,  by  the
holder  of such Note or such holder's attorney duly authorized in  writing.
Any  Note or Notes issued in exchange for any Note or upon transfer thereof
shall carry the rights to unpaid interest and interest to accrue which were
carried  by the Note so exchanged or transferred, so that neither gain  nor
loss  of  interest shall result from any such transfer or  exchange.   Upon
receipt  of written notice from the holder of any Note of the loss,  theft,
destruction or mutilation of such Note and, in the case of any  such  loss,
theft  or  destruction, upon receipt of such holder's  unsecured  indemnity
agreement,  or  in  the  case  of any such mutilation  upon  surrender  and
cancellation of such Note, the Company will make and deliver a new Note, of
like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

           11E.  Persons  Deemed  Owners;  Participations.   Prior  to  due
presentment for registration of transfer, the Company may treat the  Person
in  whose name any Note is registered as the owner and holder of such  Note
for  the purpose of receiving payment of principal of and premium, if  any,
and interest on such Note and for all other purposes whatsoever, whether or
not  such  Note shall be overdue, and the Company shall not be affected  by
notice  to the contrary.  Subject to the preceding sentence, the holder  of
any  Note may from time to time grant participations in all or any part  of
such  Note  to any Person on such terms and conditions as may be determined
by such holder in its sole and absolute discretion.

            11F.   Survival  of  Representations  and  Warranties;   Entire
Agreement. All representations and warranties contained herein or  made  in
writing by or on behalf of the Company in connection herewith shall survive
the execution and delivery of this Agreement and the Notes, the transfer by
any  Purchaser of any Note or portion thereof or interest therein  and  the
payment  of  any Note, and may be relied upon by any Transferee, regardless
of  any investigation made at any time by or on behalf of such Purchaser or
any  Transferee  until such time as all principal of,  interest  and  Yield
Maintenance Amount (if any) on, the Notes have been paid in full.   Subject
to  the  preceding sentence, this Agreement and the Notes embody the entire
agreement  and  understanding  between  Prudential  and  the  Company   and
supersede  all prior agreements and understandings relating to the  subject
matter hereof.

           11G. Successors and Assigns.  All covenants and other agreements
in this Agreement contained by or on behalf of either of the parties hereto
shall  bind  and  inure  to  the benefit of the respective  successors  and
assigns   of  the  parties  hereto  (including,  without  limitation,   any
Transferee) whether so expressed or not.

           11H.  Disclosure to Other Persons; Confidentiality.  The Company
acknowledges  that  the  holder  of any Note  may  deliver  copies  of  any
financial  statements and other documents delivered  to  such  holder,  and
disclose any other information disclosed to such holder, by or on behalf of
the  Company  or  any  Subsidiary in connection with or  pursuant  to  this
Agreement  to (i) such holder's directors, officers, employees, agents  and
professional  consultants, (ii) any other holder of  any  Note,  (iii)  any
Person  to which such holder offers to sell such Note or any part  thereof,
(iv)  any  Person  to  which  such  holder  sells  or  offers  to  sell   a
participation  in  all or any part of such Note, (v) any federal  or  state
regulatory  authority  having  jurisdiction  over  such  holder,  (vi)  the
National Association of Insurance Commissioners or any similar organization
or  (vii)  any  other Person to which such delivery or  disclosure  may  be
necessary  or appropriate (a) in compliance with any law, rule,  regulation
or  order  applicable to such holder, (b) in response to  any  subpoena  or
other  legal process, (c) in connection with any litigation to  which  such
holder is a party, (d) in order to protect such holder's investment in such
Note or (e) to correct any false or misleading information which may become
public  concerning the relationship with such holder to the Company or  its
Subsidiaries.

Except  as  provided in the previous sentence, each holder agrees  that  it
will  use  its  best efforts to hold in confidence and not to disclose  the
Confidential Information.  As used herein "Confidential Information"  means
copies  of any financial statements and other documents delivered  to  such
holder, and any other information disclosed to such holder, by or on behalf
of  the  Company  of  any Subsidiary of the Company in connection  with  or
pursuant to this Agreement, but does not include information (i) which  was
publicly  known  or  otherwise  known  to  such  holder,  at  the  time  of
disclosure, (ii) which subsequently becomes publicly known through  no  act
or  omission of such holder, or (iii) which otherwise becomes known to such
holder,  other than through disclosure by the Company or any Subsidiary  of
the Company.

           11I. Notices.  All notices or other communications provided  for
hereunder (except for the telephonic notice required by paragraph 4D) shall
be in writing and sent by first class mail or nationwide overnight delivery
service (with charges prepaid) or telecopy (with receipt confirmed  by  the
recipient)  and,  (i)  if to Prudential, addressed to  it  at  the  address
specified  for  such  communications in the Information  Schedule  attached
hereto,  or at such other address as it shall have specified to the Company
in  writing,  (ii)  if to any other holder of any Note, addressed  to  such
other  holder at such address as such other holder shall have specified  to
the  Company  in  writing or, if any such other holder shall  not  have  so
specified an address to the Company, then addressed to such other holder in
care  of  the  last holder of such Note which shall have  so  specified  an
address to the Company, and (iii) if to the Company, addressed to it at 720
W.  20th  Street,  Pittsburg,  Kansas 66762,  Attention:   Chief  Financial
Officer (telecopy number (316) 231-1188), or at such other address  as  the
Company  shall  have  specified to the holder  of  each  Note  in  writing;
provided, however, that any such communication to the Company may also,  at
the  option of the holder of any Note, be delivered by any other reasonable
means  either  to  the Company at its address specified  above  or  to  any
officer of the Company.

           11J.  Descriptive  Headings.  The descriptive  headings  of  the
several paragraphs of this Agreement are inserted for convenience only  and
do not constitute a part of this Agreement.

           11K. Satisfaction Requirement.  If any agreement, certificate or
other writing, or any action taken or to be taken, is by the terms of  this
Agreement  required to be satisfactory to any Purchaser or to the  Required
Holders,  the  determination of such satisfaction shall  be  made  by  such
Purchaser  or  the Required Holders, as the case may be, in  the  sole  and
exclusive  judgment  (exercised in good faith) of  such  Purchaser  or  the
Required Holders, as the case may be, making such determination.

           11L.  Governing  Law.   THIS AGREEMENT SHALL  BE  CONSTRUED  AND
ENFORCED  IN  ACCORDANCE  WITH, AND THE RIGHTS  OF  THE  PARTIES  SHALL  BE
GOVERNED BY, THE LAW OF THE STATE OF KANSAS.

           11M. Integration.  This Agreement may not be changed orally, but
(subject  to  the  provisions of paragraph 11C) only  by  an  agreement  in
writing signed by the party against whom enforcement of any waiver, change,
modification   or  discharge  is  sought.   THIS  WRITTEN  LOAN   AGREEMENT
REPRESENTS  THE  FINAL  AGREEMENT  BETWEEN  THE  PARTIES  AND  MAY  NOT  BE
CONTRADICTED  BY  EVIDENCE OF PRIOR, CONTEMPORANEOUS,  OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN
THE  PARTIES.   THIS AGREEMENT, TOGETHER WITH ALL OTHER WRITTEN  AGREEMENTS
BETWEEN  PRUDENTIAL AND THE COMPANY, IS THE FINAL EXPRESSION  OF  THE  NOTE
AGREEMENT  BETWEEN  PRUDENTIAL  AND THE  COMPANY,  AND  SUCH  WRITTEN  NOTE
AGREEMENT  MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR ORAL  AGREEMENT
OR  OF A CONTEMPORANEOUS ORAL AGREEMENT BETWEEN PRUDENTIAL AND THE COMPANY.
ANY  ADDITIONAL NON-STANDARD TERMS OF THIS AGREEMENT BETWEEN PRUDENTIAL AND
THE COMPANY INCLUDING THE REDUCTION TO WRITING OF A PREVIOUS ORAL AGREEMENT
BETWEEN PRUDENTIAL AND THE COMPANY ARE SET FORTH IN THE SPACE BELOW:

                              None

           NO  UNWRITTEN ORAL AGREEMENT BETWEEN PRUDENTIAL AND THE  COMPANY
EXISTS.

           11N.  Maximum Interest Payable.  The Company, any Purchaser  and
any  other  holders  of the Notes specifically intend and  agree  to  limit
contractually  the  amount of interest payable under  this  Agreement,  the
Notes  and all other instruments and agreements related hereto and  thereto
to  the  maximum amount of interest lawfully permitted to be charged  under
applicable law.  Therefore, none of the terms of this Agreement, the  Notes
or  any instrument pertaining to or relating to this Agreement or the Notes
shall  ever be construed to create a contract to pay interest at a rate  in
excess  of  the maximum rate permitted to be charged under applicable  law,
and  neither  the Company, any guarantor nor any other party liable  or  to
become liable hereunder, under the Notes, any guaranties or under any other
instruments and agreements related hereto and thereto shall ever be  liable
for  interest in excess of the amount determined at such maximum rate,  and
the provisions of this paragraph shall control over all other provisions of
this   Agreement,  the  Notes,  any  guaranties  or  any  other  instrument
pertaining to or relating to the transactions herein contemplated.  If  any
amount  of interest taken or received by any Purchaser or any holder  of  a
Note  shall  be in excess of said maximum amount of interest  which,  under
applicable law, could lawfully have been collected by any Purchaser or such
holder  incident to such transactions, then such excess shall be deemed  to
have  been  the  result of a mathematical error by all parties  hereto  and
shall be refunded promptly by the Person receiving such amount to the party
paying  such  amount, or, at the option of the recipient, credited  ratably
against  the  unpaid  principal amount of the Note or Notes  held  by  such
Purchaser or such holder, respectively.  All amounts paid or agreed  to  be
paid in connection with such transactions which would under applicable  law
be deemed "interest" shall, to the extent permitted by such applicable law,
be amortized, prorated, allocated and spread  throughout the stated term of
this Agreement.  "Applicable law" as used in this paragraph means that  law
governing  this  Agreement in effect from time to time  which  permits  the
charging and collection of the highest permissible lawful, nonusurious rate
of  interest on the transactions herein contemplated and"maximum  rate"  as
used  in  this  paragraph means, with respect to each  of  the  Notes,  the
maximum  lawful,  nonusurious  rates  of  interest  (if  any)  which  under
applicable law may be charged to the Company from time to time with respect
to such Notes.

          11O. Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, and
it  shall not be necessary in making proof of this Agreement to produce  or
account for more than one such counterpart.

           11P.  Payments  Due  on  Non-Business Days.   Anything  in  this
Agreement  or  the Notes to the contrary notwithstanding,  any  payment  of
principal  of  or  interest on, or Yield-Maintenance  Amount  payable  with
respect to, any Note that is due on a date other than a Business day  shall
be  made  on the next succeeding Business Day.  If the date for any payment
is  extended to the next succeeding Business Day by reason of the preceding
sentence, the period of such extension shall be included in the computation
of the interest payable on such Business Day.

          If Prudential is in agreement with the foregoing, please sign the
form  of  acceptance on the enclosed counterpart of this letter and  return
the  same  to  the  Company, whereupon this letter shall become  a  binding
agreement between Prudential and the Company.

Very truly yours,

NPC International, Inc.

By______________________________
Title:

The foregoing Agreement is
hereby accepted as of the
date first above written.

The Prudential Insurance Company of America

By______________________________
Vice President 

Basic Info X:

Name: up to $60,000,000 Senior Notes
Type: Senior Notes
Date: Aug. 11, 1995
Company: NPC INTERNATIONAL INC
State: Kansas

Other info:

Date:

  • June 29 , 1995
  • June 9 , 1994
  • December 23 , 1994
  • May 24 , 1995
  • June 29 , 1997
  • March 13 , 1991
  • January 25 , 1990
  • March 28 , 1995
  • last day of the fiscal quarter
  • last day of the first fiscal quarter of fiscal year 1997
  • September 26 , 1989
  • last day of each of the three fiscal years
  • March 26 , 1991
  • November 17 , 1989
  • March 30 , 1993
  • May 29 , 1992
  • Saturday
  • Sunday
  • March 27 , 1993

Organization:

  • Optional Prepayment 4D
  • Secure Notes Equally 5D
  • Consolidated Net Worth Requirement 6B
  • Qualification ; Corporate Authority 8B
  • Prudential Capital Group 1201 Elm St.
  • National Pizza Company
  • New York Stock Exchange
  • Hedge Treasury Note
  • Telerate Systems , Inc.
  • Certificate of Incorporation
  • Hardy & Bacon
  • Secretary of State of Kansas
  • Secretaries of State of Kansas
  • Pizza Hut , Inc.
  • Optional Prepayment With Yield-Maintenance Amount
  • Internal Revenue Service
  • U.S. Department of Labor
  • Consolidated Net Income Available for Fixed Charges
  • United States Government
  • Standard & Poor 's Corporation
  • Moody 's Investors Service , Inc.
  • Audit Committee of the Board of Directors of the Company
  • Intangible Asset Covenant
  • Event of Default
  • Yield- Maintenance Amount
  • Ernst & Young
  • Securities and Exchange Commission
  • Board of Governors of the Federal Reserve System
  • Restated Revolving Credit Agreement
  • Massachusetts Mutual Life Insurance Company
  • Pacific Mutual Life Insurance Company
  • PM Group Life Insurance Company
  • Hostile Tender Offer
  • Certain Transactions Involving Insurance Company General Accounts 59 Fed
  • Authorized Officer of Prudential
  • Skipper 's , Inc.
  • Consolidated Net Earnings
  • Consolidated Operating Income
  • United States Treasury Note
  • Prudential Insurance Company of America
  • Federal Reserve Statistical Release
  • Pension Benefit Guaranty Corporation
  • Yield Maintenance Amount
  • National Association of Insurance Commissioners
  • NPC International , Inc.

Location:

  • Issuance Period
  • 9:30 A.M.
  • Dallas
  • Texas
  • Washington
  • triplicate
  • Etc
  • N.A.
  • U.S.
  • United States of America
  • Canada
  • New York City
  • Pittsburg
  • KANSAS

Money:

  • $ 20,000,000
  • $ 60,000,000
  • $ 5,000,000
  • $ 10,000
  • $ 100.00
  • $ 500,000
  • $ 72,258,000
  • $ 250,000,000
  • $ 1,500,000
  • $ 7,500,000
  • $ 2,500,000
  • $ 30,000,000
  • $ 1,000,000

Person:

  • David G. Short
  • Rex C. Mills

Time:

  • 9:30 A.M.
  • 1:30 P.M.
  • 2:00 P.M.
  • 1:00 P.M.

Percent:

  • 0.25 %
  • 1 %
  • 100 %
  • 50 %
  • 200 %
  • twenty percent
  • 20 %
  • 66-23 %
  • 10 %