100
10.5.1.
Notional Funding.
100
10.5.2.
Actual Funding.
100
10.6
Notices; Lending Offices.
100
10.7
Severability.
101
10.8
Governing Law.
101
10.9
Prior Understanding.
102
10.10
Duration; Survival.
102
10.11
Successors and Assigns.
103
10.12
Confidentiality.
103
10.12.1.
General.
103
10.12.2.
Sharing Information With Affiliates of the Banks.
104
- vi -
TABLE OF CONTENTS
Section
Page
10.13
Counterparts.
104
10.14
Administrative Agent's or Bank's Consent.
104
10.15
Exceptions.
104
10.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL.
105
10.17
Certifications From Banks and Participants
105
10.17.1.
Tax Withholding Clause.
105
10.17.2.
USA Patriot Act.
106
10.18
Joinder of Guarantors.
106
- vii -
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES; LENDING OFFICES
SCHEDULE 1.1(E)(1)
-
EXCLUDED VIE'S
SCHEDULE 1.1(E)(2)
-
EXISTING LETTERS OF CREDIT
SCHEDULE 1.1(P)(1)
-
PERMITTED INVESTMENTS
SCHEDULE 1.1(P)(2)
-
PERMITTED LIENS
SCHEDULE 5.1.2
-
CAPITALIZATION
SCHEDULE 5.1.3
-
SUBSIDIARIES
SCHEDULE 5.1.7
-
LITIGATION
SCHEDULE 5.1.16
-
INSURANCE
SCHEDULE 5.1.20
-
EMPLOYEE BENEFIT PLAN DISCLOSURES
SCHEDULE 5.1.22
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 7.2.3
-
EXISTING GUARANTIES
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(E)
-
EXCLUDED VIE APPROVAL FORM
EXHIBIT 1.1(G)(1)
-
GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(G)(3)
-
BORROWER/RSC GUARANTY AGREEMENT
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(R)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(S)
-
SWING NOTE
EXHIBIT 2.4.1
-
REVOLVING CREDIT LOAN REQUEST
EXHIBIT 2.4.2
-
SWING LOAN REQUEST
EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
- viii -
CREDIT AGREEMENT
THIS CREDIT AGREEMENT is dated September 2, 2010 and is made by and among Papa
John's International, Inc., a Delaware corporation (the "Borrower"), each of the
Guarantors (as hereinafter defined), RSC (as hereinafter defined), the Banks (as
hereinafter defined), PNC Bank, National Association, in its capacity as
administrative agent for the Banks under this Agreement (hereinafter referred to
in such capacity as the "Administrative Agent"), JPMorgan Chase Bank, N.A., in
its capacity as syndication agent for the Banks under this Agreement
(hereinafter referred to in such capacity as the "Syndication Agent"), U.S.
Bank, National Association, in its capacity as co-documentation agent for the
Banks under this Agreement, Bank of America, N.A., in its capacity as
co-documentation agent for the Banks under this Agreement and Fifth Third Bank,
in its capacity as co-documentation agent for the Banks under this Agreement
(each a "Co-Documentation Agent" and hereinafter collectively referred to in
such capacity as the "Co-Documentation Agents").
WITNESSETH:
WHEREAS, the Borrower has requested the Banks to provide a revolving credit
facility (including a letter of credit subfacility) to the Borrower in an
aggregate principal amount, subject to Section 2.10 [Increase of Revolving
Credit Commitments], not to exceed One Hundred Seventy-Five Million and 00/100
Dollars ($175,000,000.00); and
WHEREAS, the revolving credit facility shall be used (i) to repay certain
existing Indebtedness (as hereinafter defined) of the Borrower including amounts
due under the Prior Loan Documents (as hereinafter defined), (ii) to provide