100
10.12
Confidentiality.
101
10.12.1.
General.
101
10.12.2.
Sharing Information With Affiliates of the Banks.
102
vi
Section
Page
10.13
Counterparts.
102
10.14
Administrative Agent's or Bank's Consent.
102
10.15
Exceptions.
102
10.16
CONSENT TO FORUM; WAIVER OF JURY TRIAL.
102
10.17
Certifications From Banks and Participants
103
10.17.1.
Tax Withholding Clause.
103
10.17.2.
USA Patriot Act.
104
10.18
Joinder of Guarantors.
104
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 5.1.1
-
QUALIFICATIONS TO DO BUSINESS
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 January 31, 2006 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"), National
City Bank of Kentucky, 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 of 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
working capital to the Borrower, and (iii) for general corporate purposes of the
Borrower, including transaction costs and expenses, capital expenditures,
letters of credit, stock repurchases, Permitted Acquisitions (as hereinafter
defined) and Permitted Investments (as hereinafter defined); and
WHEREAS, the Banks are willing to provide