Exhibit 10.26
[LOGO]
BANK ONE, INDIANA, N.A.
1 BANK ONE PLAZA MALL, SUITE IL1-0047
CHICAGO, IL 60670
UNITED STATES OF AMERICA
PAPA JOHN'S INTERNATIONAL, INC.
P.O. BOX 99900
LOUISVILLE, KY 40269-0900
UNITED STATES OF AMERICA
ATTN: DAVE FLANNERY
FAX: 502-261-4190
PHONE: 502-261-7272
DATE: 22 February 2000
REF: 25553
The purpose of this letter agreement is to confirm the terms and conditions
of the Transaction entered into between PAPA JOHN'S INTERNATIONAL, INC. and
BANK ONE, INDIANA, N.A. on the Trade Date specified below. This Transaction
shall be governed by the International Swaps and Derivatives Association Inc.
("ISDA") Master Agreement ("Master Agreement") with a first draft of a
Schedule thereto to be provided by BANK ONE, INDIANA, N.A.. This letter shall
evidence a binding Agreement between the parties until such time as the Master
Agreement is executed, and upon its execution shall become a Confirmation
thereunder. Terms used and not otherwise defined herein shall have their
meaning defined in the 1991 ISDA Definitions (as supplemented by the 1998
Supplement and further amended and supplemented by the 1998 ISDA Euro
Definitions) (the "Definitions"), as published by the International Swaps and
Derivatives Association Inc. The definitions and provisions contained in the
1991 ISDA Definitions are incorporated into this Confirmation. In the event
of any inconsistency between the Definitions and provisions and this
Confirmation, this Confirmation will govern.
If you and we are not parties to a Master Agreement, then you and we agree to
use our best efforts to negotiate promptly, execute and deliver a Master
Agreement including a standard form of Schedule attached thereto and made a
part thereof, with such modifications as you and we shall in good faith agree.
Upon execution and delivery by you and us of a Master Agreement, this
Confirmation shall supplement, form part of and be subject to such Master
Agreement. Until you and we execute and deliver a Master Agreement, this
Confirmation shall supplement, form a part of and be subject to the Master
Agreement published by the International Swap and Derivatives Association
Inc., as if you and we had executed that Agreement (but without any Schedule
thereto). However, notwithstanding the foregoing, until such Master Agreement
is executed, the Termination Currency shall be United States Dollars and
Governing Law shall be the laws of the State of New York. After such Master
Agreement is executed the Termination Currency and Governing Law shall be
those stated within the Schedule to the Master Agreement.
TERM
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TRADE DATE: 22 February 2000
EFFECTIVE DATE: 24 February 2000
TERMINATION DATE: 10 March 2003, subject to adjustment in accordance with
the Modified Following Business Day Convention.
NOTIONAL AMOUNT: USD 100,000,000.00
PREMIUM: Not Applicable
FLOATING AMOUNTS
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CAP RATE: 9.50%
FLOATING RATE PAYER: BANK ONE, INDIANA, N.A.
FLOATING RATE PAYER
PAYMENT DATES: Each 10 January, 10 February, 10 March, 10 April, 10
May, 10 June, 10 July, 10 August, 10 September, 10
October, 10 November, 10 December from and including
10 April 2000, to and including 10 March 2003, subject
to adjustment in accordance with the Modified
Following Business Day Convention.
FLOATING RATE OPTION: USD-LIBOR-BBA
DESIGNATED MATURITY: 1 Month
FLOATING RATE DAY COUNT
FRACTION: Actual/360
RESET DATES: The first day of each Calculation Period
ROUNDING CONVENTION: As per ISDA
BUSINESS DAYS: London, New York
FLOATING AMOUNTS
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FLOOR RATE: 6.36%
FLOATING RATE PAYER: PAPA JOHN'S INTERNATIONAL, INC.
FLOATING RATE PAYER
PAYMENT DATES: Each 10 January, 10 February, 10 March, 10 April, 10
May, 10 June, 10 July, 10 August, 10 September, 10
October, 10 November, 10 December from and including
10 April 2000, to and including 10 March 2003, subject
to adjustment in accordance with the Modified
Following Business Day Convention.
FLOATING RATE OPTION: USD-LIBOR-BBA
DESIGNATED MATURITY: 1 Month
FLOATING RATE DAY COUNT
FRACTION: Actual/360
RESET DATES: The first day of each Calculation Period
ROUNDING CONVENTION: As per ISDA
BUSINESS DAYS: London, New York
ADDITIONAL PROVISIONS
- ---------------------
Notwithstanding anything to the contrary set forth herein, no Floating Rate
shall be determined for, and no Floating Amount shall be payable in respect
of, the Calculation Period which commences on the Effective Date.
ACCOUNT DETAILS
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Payments to PAPA JOHN'S INTERNATIONAL, INC. in USD:
***TO BE ADVISED***
Payments to BANK ONE, INDIANA, N.A. in USD:
PAY TO: BANK ONE NA,
ABA NUMBER:
FOR THE ACCOUNT OF: BANK ONE, N.A.
ACCOUNT NUMBER:
ATTN OR REF: GLOBAL DERIVATIVES
OFFICES
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(a) The Office of BANK ONE, INDIANA, N.A. in CHICAGO
(b) The Office of PAPA JOHN'S INTERNATIONAL, INC. in LOUISVILLE
Dealing with Confirmations on our behalf:
Kevin Doyle 312-732-2148
Dealing with Settlements on our behalf:
Global Derivative Products (312)732-4333
Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing this letter and returning all pages of this letter via
facsimile to.
Yours sincerely,
BANK ONE, INDIANA, N.A.
By:
/s/ Dianne Schuyler
Name: Dianne Schuyler
Title: Vice President
BANK ONE, INDIANA, N.A.
By:
/s/ Steven D. Matheson
Name: Steven D. Matheson
Title: Vice President
Confirmed as of the date above written:
PAPA JOHN'S INTERNATIONAL, INC.
By:
/s/ J. David Flanery
Name: J. David Flanery
Title: Vice President & Corporate Controller
RE: OUR REF: 25553