Exhibit 10.1 - Discretionary Line of Credit Note
$10,000,000.00 As of June 30, 1997
FOR VALUE RECEIVED, PAPA JOHN'S INTERNATIONAL, INC. (the "Borrower"), with an address at
11492 Bluegrass Parkway, Louisville, Kentucky 40299, promises to pay to the order of PNC BANK,
KENTUCKY, INC. (the "Bank"), in lawful money of the United States of America in immediately available
funds at its offices located at 500 West Jefferson Street, Louisville, Kentucky 40202, or at such other location as
the Bank may designate from time to time, the principal sum of TEN MILLION DOLLARS ($10,000,000.00)
(the "Facility") or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder,
together with interest accruing on the outstanding principal balance from the date hereof, as provided below:
1. Rate of Interest. Each advance outstanding under this Note will bear interest at a rate per annum determined in
the Bank's sole discretion, as offered by the Bank to the Borrower as the rate at which the Bank would advance
funds to the Borrower in the principal amount requested for the interest period requested, each as agreed upon in
writing between the Borrower and the Bank.
Interest will be calculated on the basis of a year of 360 days for the actual number of days in each interest period.
In no event will the rate of interest hereunder exceed the maximum rate allowed by law.
2. Discretionary Advances. This is not a committed line of credit and advances under this Note, if any, shall be
made by the Bank in its sole discretion. Nothing contained in this Note or any other Loan Documents shall be
construed to obligate the Bank to make any advances. The Bank shall have the right to refuse to make any
advances at any time without prior notice to the Borrower.
The Borrower may request advances, repay and request additional advances hereunder, subject to the terms and
conditions of this Note and the Loan Documents (as defined herein). In no event shall the aggregate unpaid
principal amount of advance