EXHIBIT 10.1
DATED
7 MARCH 2006
(1) PERFECT PIZZA LIMITED (to be renamed PAPA JOHN'S (GB) LIMITED)
(2) SMARTFIRST LIMITED (to be renamed PERFECT PIZZA LIMITED)
AGREEMENT
for the sale and purchase of the Perfect Pizza franchise business operated by
PERFECT PIZZA LIMITED (to be renamed PAPA JOHN'S (GB) LIMITED)
CONFORMED COPY
Stevens & Bolton LLP
The Billings
GUILDFORD
GU1 4YD
Ref: KJW.JBB.PA1256.1
CONTENTS
Page No
1
DEFINITIONS AND INTERPRETATION
1
2
SALE OF THE BUSINESS
9
3
CONSIDERATION
9
4
DEBTS
10
5
COMPLETION
11
6
COMPLETION OBLIGATIONS
11
7
ACTION AFTER COMPLETION
12
8
VAT
14
9
RISK AND INSURANCE
15
10
LIABILITIES
15
11
APPORTIONMENTS
16
12
CONSENTS FOR TRANSFER OF CERTAIN BUSINESS ASSETS
17
13
FRANCHISE AGREEMENTS
17
14
SUPPLIER CONTRACTS
18
15
EMPLOYEES
19
16
VENDOR'S WARRANTIES
21
17
PURCHASER'S REMEDIES
23
18
PURCHASER'S WARRANTIES
24
19
RESTRICTIONS
24
20
SET-OFF BY PURCHASER
25
21
EXPERT DETERMINATION
26
22
INDEMNIFIED PARTIES
27
23
INFORMATION
28
24
ANNOUNCEMENTS
29
25
COSTS
29
26
ENTIRE AGREEMENT AND THIRD PARTY RIGHTS
29
27
INTEREST ON LATE PAYMENT
29
28
RIGHTS AND REMEDIES
30
29
NO SET-OFF AND GROSSING UP
30
30
FURTHER ASSURANCE AND IMPLIED COVENANTS
30
31
PROVISIONS TO SURVIVE COMPLETION
30
32
COUNTERPARTS
30
33
ASSIGNMENT
30
34
NOTICES
31
35
GOVERNING LAW AND JURISDICTION
32
SCHEDULE 1
33
TRANSFERRING EMPLOYEES
33
SCHEDULE 2
34
PART A THE EXCLUDED ASSETS
34
PART B THE EXCLUDED BUSINESSES
35
SCHEDULE 3
36
WARRANTIES
36
SCHEDULE 4
45
VENDOR'S LIMITATIONS OF LIABILITY
45
SCHEDULE 5
48
PART A THE LEASES
48
PART B THE FRANCHISE UNDERLEASES
55
SCHEDULE 5
63
PART C
63
PROVISIONS RELATING TO THE PROPERTIES
63
PART D
75
TERMS AND PROVISIONS RELATING TO THE FRANCHISE UNDERLEASES
75
PART E INCUMBRANCES AFFECTING THE PROPERTIES OR ANY ONE OR MORE OF THEM (AND
SUBJECT TO WHICH THE PROPERTIES ARE TRANSFERRED)
77
SCHEDULE 6
128
SUPPLIER CONTRACTS
128
SCHEDULE 7
129
LEASING/HIRE AGREEMENTS
129
SCHEDULE 8
130
PART A PERFECT PIZZA TRADE MARKS
130
PART B GINO'S PIZZA TRADE MARK
130
PART C OTHER BUSINESS INTELLECTUAL PROPERTY
130
SCHEDULE 9
131
SPLIT CONTRACTS
131
APPROVED FORM DOCUMENTS
1
ADDITIONAL LOAN NOTES
2
ADDITIONAL LOAN NOTE INSTRUMENT
3
DEBENTURE
4
PRO FORMA STATEMENT OF DEBTS
5
DISCLOSURE LETTER
6
DISTRIBUTION AGREEMENT
7
IT/ACCOUNTING SUPPORT LETTER
8
LOAN NOTES
9
LOAN NOTE INSTRUMENT
10
PJ SIDE LETTER
11
STOCK STATEMENT
12
TRADE MARK ASSIGNMENT
13
VENDOR NAME CHANGE WRITTEN RESOLUTION
14
STATEMENT TO FRANCHISEES AND SUPPLIERS
15
DIRECT COVENANT CONTRACT
16
ESCROW AGREEMENT
17
GAILEY PARK LEASE ASSIGNMENT
THIS AGREEMENT is made on 7 March 2006
BETWEEN
(1)
PERFECT PIZZA LIMITED (to be renamed PAPA JOHN'S (GB) LIMITED)
(registered number 2569801) whose registered office is at Perfect Pizza House,
The Forum, Hanworth Lane, Chertsey, Surrey KT16 9JX ("Vendor"); and
(2)
SMARTFIRST LIMITED (to be renamed PERFECT PIZZA LIMITED)
(registered number 5088946) whose registered office is at Sovereign House, Queen
Street, Manchester M2 5HR ("Purchaser").
WHEREAS
The Vendor