DISCRETIONARY LINE OF CREDIT NOTE
$20,000,000.00 AS OF JANUARY 8, 1999
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,
NATIONAL ASSOCIATION (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 TWENTY MILLION DOLLARS
($20,000,000.00) (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
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 advances