<PAGE>
Exhibit 10.1
SECOND AMENDMENT
to
CREDIT AGREEMENT
by and among
PAPA JOHN'S INTERNATIONAL, INC.
and
THE GUARANTORS PARTY HERETO
and
THE BANKS PARTY HERETO
and
BANK ONE, INDIANA, NA, As Syndication Agent
and
PNC BANK, NATIONAL ASSOCIATION, As Lead Arranger and Administrative Agent
and
Dated as of October 30, 2000
<PAGE>
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (the "Second Amendment")
dated as of October 30, 2000, is made to the Credit Agreement (as defined below)
is made by and among PAPA JOHN'S INTERNATIONAL, INC., a Delaware corporation
(the "Borrower"), each of the Guarantors and the BANKS party to the Credit
Agreement and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative
agent for the Banks (the "Administrative Agent") under the Credit Agreement, and
BANK ONE, INDIANA, NA, in its capacity as the syndication agent for the Banks
under the Credit Agreement.
WHEREAS, reference is made to the Credit Agreement dated as of March
17, 2000 (the "Credit Agreement") made by and among the parties hereto as
amended by that certain Second Amendment To Credit Agreement dated as of
September 8, 2000;
WHEREAS, the Borrower sent to the Banks that certain notice dated
August 28, 2000 pursuant to Section 2.10 (the "Notice") of the Credit Agreement
requesting that the Commitments under the Credit Agreement be increased to
$200,000,000;
WHEREAS, some of the Banks which are parties to the Credit Agreement
immediately prior to the Effective Date of this Second Amendment (the "Existing
Banks") are increasing their Commitments (each Existing Bank which is increasing
its Commitment shall be referred to as an "Increasing Bank") in response to the
Notice and Bank of America, N.A. (the "New Lender") is joining the Credit
Agreement as a Bank with a Commitment as provided herein; and
WHEREAS, capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, covenant and agree as follows:
1. ACKNOWLEDGMENT, AGREEMENT AND WAIVERS.
The parties acknowledge and agree as follows notwithstanding any
provisions in the Credit Agreement to the contrary:
(1) APPROVAL OF AND JOINDER BY NEW LENDER. The
Administrative Agent approves of the New Lender pursuant to Section 2.10 (i)
of the Credit Agreement. Each of the parties hereto acknowledges and agrees
that the New Lender is joining the Credit Agreement and the other Loan
Documents and shall be a Bank under the Credit Agreement on and after the
Effective Date with a Commitment as set forth on SCHEDULE 1.1(B) hereto.
(2) INCREASES IN COMMITMENTS BY INCREASING BANKS. Each
of the Increasing Banks is increasing its Commitment to the amount set forth
on Schedule 1.1(B). It is acknowledged that the Commitments of some of the
Increasing Banks are being increased by amounts which are not integral
multiples of $1,000,000 (as provided for in Section 2.10(iii) of the Credit
Agreement) and the parties hereto waive the requirement of Section 2.10(iii)
to permit increases in the amounts set forth on SCHEDULE 1.1(B).
1
<PAGE>
(3) SCHEDULE 1.1(B). SCHEDULE 1.1(B) to the Credit
Agreement is hereby amended and restated to read as set forth on SCHEDULE
1.1(B) hereto. SCHEDULE 1.1(B) hereto reflects all of the Commitments of the
Banks after giving effect to the increases and joinder described in clauses
(1) and (2) immediately above.
(4) REPAYMENT OF OUTSTANDING LOANS. On the Effective
Date, the Borrower is repaying all Loans (the "Outstanding Loans")
outstanding immediately prior to the Effective Date.
(5) NEW LOANS. The Borrower is requesting new Loans with
a Borrowing Date on the Effective Date. Each of the Banks, including the New
Lender, shall participate in such new Loans according to its Ratable Share
after giving effect to the joinder and changes in the Commitments described
in clauses (1) and (2) above (the "Post-Amendment Ratable Share").
(6) LETTERS OF CREDIT. The Banks shall participate in
all Letters of Credit outstanding on the Effective Date according to its
Post-Amendment Ratable Share.
(7) WAIVER OF 30-DAY NOTICE. The parties waive any
requirement that the Borrower send notice pursuant to Section 2.10(ii) of the
Credit Agreement to the Administrative Agent and the Banks of the increases
in the Commitments provided for under this Second Amendment at least 30
Business Days before the effective date of such increase.
(8) Amendment to Section 7.2.4 of Credit Agreement.
Section 7.2.4 of the Credit Agreement is hereby amended to add the following
new subsection immediately below subsection (vii) as follows:
"(viii) Restricted Investments in franchisees in an
amount not to exceed $25,000,000 in the aggregate."
2. REPRESENTATIONS AND WARRANTIES; EVENTS OF DEFAULT.
The representations and warranties of Loan Parties contained
in the Credit Agreement, after giving effect to the increases in the
Commitments and the amendments, acknowledgments and waivers hereunder, are
true and correct on and as of the date hereof with the same force and effect
as though made by the Loan Parties on such date, except to the extent that
any such representation or warranty expressly relates solely to a previous
date. The Loan Parties are in compliance with all terms, conditions,
provisions, and covenants contained in the Credit Agreement and there exist
no Events of Default or Potential Defaults.
3. CONDITIONS TO EFFECTIVENESS.
This Second Amendment shall become effective on the date (the
"Effective Date") on which each of the following conditions is satisfied. It
is acknowledged that the Effective Date is October 30, 2000.
2
<PAGE>
A. REPRESENTATIONS AND WARRANTIES.
Each of the Borrower's representations and warranties under
Section 2 hereof shall be true and correct.
B. EXECUTION BY PARTIES.
This Second Amendment shall have been executed by the Banks,
the Loan Parties and the other parties hereto.
C. NEW NOTES; JOINDER AGREEMENT.
The Borrower shall execute and deliver Notes in favor of each
of the Increasing Banks and the New Lender in the amount of the Commitments
of such persons set forth on SCHEDULE 1.1(B) hereto. The Borrower, the
Administrative Agent and the New Lender shall have executed and delivered a
Bank Joinder pursuant to which the New Lender joins the Credit Agreement with
a Commitment as set forth on SCHEDULE 1.1(B) hereto.
D. OPINION OF COUNSEL.
Counsel for the Loan Parties shall be deliver to the
Administrative Agent for the benefit of each Bank a written opinion, dated
the Effective Date and in form and substance satisfactory to the
Administrative Agent addressing the subject matter of the opinions delivered
in connection with the closing of the Credit Agreement, as such matters
related to this Second Amendment and the Credit Agreement as amended by this
Second Amendment.
E. SECRETARY'S CERTIFICATE.
There shall be delivered to the Administrative Agent for the
benefit of each Bank a certificate dated the Effective Date and signed by the
Secretary or an Assistant Secretary of each of the Loan Parties, certifying
as appropriate as to:
(A) all action taken by each Loan Party in connection
with this Second Amendment, the Joinder and the New
Notes, with attached resolutions;
(B) the names of the officer or officers authorized to
sign this Second Amendment, the Joinder and the New
Notes and the true signatures of such officer or
officers and specifying the Authorized Officers
permitted to act on behalf of each Loan Party for
such purposes and the true signatures of such
officers; and
(C) a certification that the organizational documents of
the Loan Parties delivered in connection with the
closing of the Credit Agreement have not been
modified since the Closing Date.
3
<PAGE>
F. TERMINATION OF PNC BANK BRIDGE FACILITY.
The Credit Agreement between the Borrower and the other Loan
Parties and PNC Bank, National Association dated as of September 8, 2000
(referred to in the First Amendment as the "PNC Bank Bridge Facility") shall
have been repaid and the outstanding obligations thereunder shall have been
repaid and the Loan Parties and PNC Bank each acknowledge that upon such
repayment of such obligations on the Effective Date hereof, the commitments
under such agreement shall be terminated without further action by the
parties.
4. REFERENCES TO CREDIT AGREEMENT, LOAN DOCUMENTS.
Any reference to the Credit Agreement or other Loan Documents in
any document, instrument, or agreement shall hereafter mean and include the
Credit Agreement or such Loan Document, including such schedules and
exhibits, as amended hereby. In the event of irreconcilable inconsistency
between the terms or provisions hereof and the terms or provisions of the
Credit Agreement or such Loan Document, including such schedules and
exhibits, the terms and provisions hereof shall control.
5. FORCE AND EFFECT.
The Borrower reconfirms, restates, and ratifies the Credit
Agreement and all other documents executed in connection therewith except to
the extent any such documents are expressly modified by this Second Amendment
and Borrower confirms that all such documents have remained in full force and
effect since the date of their execution.
6. GOVERNING LAW.
This Second Amendment shall be deemed to be a contract under the
laws of the Commonwealth of Kentucky and for all purposes shall be governed
by and construed and enforced in accordance with the internal laws of the
Commonwealth of Kentucky without regard to its conflict of laws principles.
7. COUNTERPARTS; EFFECTIVE DATE.
This Second Amendment may be signed in any number of counterparts
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. This Second Amendment shall become
effective when it has been executed by the Agent, the Loan Parties and the
Required Banks and each of the other conditions set forth in Section 3 of
this Second Amendment has been satisfied.
[SIGNATURE PAGES TO FOLLOW]
4
<PAGE>
[SIGNATURE PAGE 1 OF 4 TO SECOND AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto
duly authorized, have executed this Second Amendment as of the day and year
above written.
PAPA JOHN'S INTERNATIONAL, INC.
By: /s/ J. David Flanery
Title: Vice President & Controller
GUARANTORS:
PAPA JOHN'S USA, INC.
By: /s/ J. David Flanery
Title: Vice President & Controller
PAPA JOHN'S SUPPORT SERVICES, INC.
By: /s/ Charles W. Schnatter
Title: Secretary
CAPITAL DELIVERY, INC.
By: /s/ J. David Flanery
Title: Vice President
5
<PAGE>
[SIGNATURE PAGE 2 OF 4TO SECOND AMENDMENT]
RISK SERVICES CORP.
By: /s/ J. David Flanery
Title: Treasurer
PJ FOOD SERVICE, INC.
By: /s/ Charles W. Schnatter
Title: Sr. Vice President
PJFS OF MISSISSIPPI, INC.
By: /s/ J. David Flanery
Title: Vice President - Finance
6
<PAGE>
[SIGNATURE PAGE 3 OF 4 TO SECOND AMENDMENT]
PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent
By: /s/ Ralph M. Bowman
Title: Vice President
BANK ONE, INDIANA, NA, individually and
as Syndication Agent
By: /s/ Thelma Ferguson
Title: First Vice President
BANK OF AMERICA, N.A.
By: /s/ Richard G. Parkhurst, Jr.
Title: Managing Director
BANK OF LOUISVILLE
By: /s/ S. Gordon Dabney, Jr.
Title: Sr. Vice President
FIFTH THIRD BANK, KENTUCKY, INC.
By: /s/ Edward B. Martin
Title: Vice President
FIRSTAR BANK, N.A.
By: /s/ Toby B. Rau
Title: Vice President
7
<PAGE>
[SIGNATURE PAGE 4 OF 4 TO SECOND AMENDMENT]
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Hugh C. Wright, Jr.
Title: Vice President
SUNTRUST BANK
By: /s/ Sean McLaren
Title: Assistant Vice President
8
<PAGE>
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Page 1 of 3
PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS
<TABLE>
<CAPTION>
AMOUNT OF
COMMITMENT
BANK FOR LOANS RATABLE SHARE
---- ---------- -------------
<S> <C> <C>
Name: PNC Bank, National Association
Address: Citizens Plaza
500 West Jefferson St., 2nd Floor
Louisville, KY 40202-2823
Attention: Paula Fryland
Telephone 502-581-2244
Telecopy: 502-581-2780 $49,250,000 24.625000%
Name: Bank One, Indiana, NA
Address: Mail Stop Kyl - 2206
416 West Jefferson, St.
Louisville, KY 40202
Attention: Thelma Ferguson
Telephone 502-566-2821
Telecopy: 502-566-2367 $49,250,000 24.625000%
Name: National City Bank of Kentucky
Address: 101 S. Fifth St., 37th Floor
Louisville, KY 40202
Attention: Hugh Wright
Telephone 502-581-5355
Telecopy: 502-581-4424 $41,500,000 20.750000%
Name: Fifth Third Bank, Kentucky, Inc.
Address: Fifth Third Center
401 South 4th Avenue
Louisville, KY 40202-3411
Attention: Ed Martin
Telephone 502-562-5536
Telecopy: 502-562-5540 $15,000,000 7.500000%
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
Name: Firstar Bank
Address: One Financial Square
Louisville, KY 40201-3322
Attention: Mark Wheeler
Telephone 502-562-6336
Telecopy: 502-562-6460 $15,000,000 7.500000%
Name: SunTrust Bank
Address: 303 Peachtree St., N.E., 2nd Floor
Atlanta, GA 30308
Attention: Sean McLaren
Telephone 404-588-7687
Telecopy: 404-724-3716 $15,000,000 7.500000%
Name: Bank of America, N.A.
Address: 100 N. Tryon Street,
(NC1-007-17-14)
Charlotte, NC 28255
Attention: Richard Parkhurst
Telephone 704-386-1828
Telecopy: 704-386-3271 $10,000,000 5.000000%
Name: Bank of Louisville
Address: Bank of Louisville Building
500 West Broadway, 6th Floor
Louisville, KY 40202
Attention: John Z. Barr
Telephone 502-562-6823
Telecopy: 502-562-6990 $5,000,000 2.500000%
Total $200,000,000 100.000000%
==========
</TABLE>
10
<PAGE>
SCHEDULE 1.1(B)
COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES
Page 3 of 3
Part 2 - Addresses for Notices to Borrower and Guarantors:
ADMINISTRATIVE AGENT
Name: PNC Bank, National Association
Address: Citizens Plaza
500 West Jefferson Street, 2nd Floor
Louisville, KY 40202-2823
Attention: Paula Fryland
Telephone: 502-581-2244
Telecopy: 502-581-2780
BORROWER AND GUARANTORS:
Name: Papa John's International, Inc.
Address: 2002 Papa John's Boulevard
Louisville, KY 40299
Attention: J. David Flanery
Telephone: 502-261-4753
Telecopy: 502-261-4190
11
