Rights as a Lender
10.11
Lender Credit Decision
10.12
Successor Agent
10.13
Agent and Arranger Fees
10.14
Delegation to Affiliates
ARTICLE 11. SETOFF; RATABLE PAYMENTS
11.1
Setoff
11.2
Ratable Payments
ARTICLE 12. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
12.1
Successors and Assigns
12.2
Participations
12.3
Assignments
12.4
Dissemination of Information
12.5
Tax Treatment
ARTICLE 13. NOTICES
13.1
Notices
13.2
Change of Address
ARTICLE 14. COUNTERPARTS AND FACSIMILES
iii
ARTICLE 15. CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
15.1
CHOICE OF LAW
15.2
CONSENT TO JURISDICTION
15.3
WAIVER OF JURY TRIAL
PRICING SCHEDULE
EXHIBIT 2.8 BORROWING NOTICE
EXHIBIT 2.9 FORM OF CONVERSION/CONTINUATION NOTICE
EXHIBIT 2.13 NOTE
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE
SCHEDULE 1 SUBSIDIARIES AND OTHER INVESTMENTS
SCHEDULE 2 EXISTING INDEBTEDNESS AND LIENS
EXHIBIT 2.23 FORM OF LENDER JOINDER
ANNEX I TERMS AND CONDITIONS FOR LENDER JOINDER
SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE
SCHEDULE 1 US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS
EXHIBIT 4.1 (vi) FORM OF OPINION
EXHIBIT 4.1 (viii) LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION
EXHIBIT 6.1 COMPLIANCE CERTIFICATE
SCHEDULE 1 TO COMPLIANCE CERTIFICATE
EXHIBIT 6.14 FORM OF ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 12.3 ASSIGNMENT AND ASSUMPTION AGREEMENT
ANNEX 1 TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION
SCHEDULE 1 ADMINISTRATIVE QUESTIONNAIRE
SCHEDULE 1 US AND NON-US TAX INFORMATION REPORTING REQUIREMENTS
TRANSFERRED LETTERS OF CREDIT SCHEDULE
iv
CREDIT AGREEMENT
This Credit Agreement, dated as of January 27, 2003, is entered into among PAPA
JOHN'S INTERNATIONAL, INC., a Delaware corporation, the LENDERS, PNC BANK,
NATIONAL ASSOCIATION, as Syndication Agent, and BANK ONE, KENTUCKY, NA, as
Administrative Agent.
The parties hereto agree as follows:
ARTICLE 1.
DEFINITIONS
Each reference in this Agreement to a Schedule or Exhibit shall mean a Schedule
or Exhibit to this Agreement unless expressly otherwise indicated and all such
Schedules and Exhibits are incorporated by reference herein.
As used in this
Agreement:
"Acquisition" means any transaction, or any series of related transactions,
consummated on or after the date of this Agreement, by which the Borrower or any
of its Subsidiaries (i) acquires any going business or all or substantially all
of the assets of any firm, corporation or limited liability company, or division
thereof, whether through purchase of assets, merger or otherwise or (ii)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage or voting
power) of the outstanding ownership interests of a partnership or limited
liability company.
"Acquisition Compliance Certificate" is defined in Section 6.14.
"Administrative Agent" means Bank One acting as the Agent.
"Advance" means a borrowing hereunder, (i) made by the Lenders on the same
Borrowing Date, or (ii) converted or continued by the Lenders on the same date
of conversion or continuation, consisting, in either case, of