THIS ACQUISITION AGREEMENT (the "Agreement") is made this 29th day of March 1999, by and among
(i) all the members of the Minnesota Pizza Company LLC, a Delaware limited liability company ("MPC"), as
listed on the signature page hereto (the "Members"), (ii) PAPA JOHN'S USA, INC., a Kentucky corporation
(Acquiror"), and (iii) PAPA JOHN'S INTERNATIONAL, INC., a Delaware CORPORATION ("Papa
A. MPC is engaged in the operation of 37 traditional John's Pizza outlets, one non-traditional outlet and a mobile
kitchen located in the Minneapolis metropolitan area (the "Outlets").
B. MPC, the Members and Acquiror are parties to that certain Put/Call Agreement dated September 26, 1995
(the "Put Agreement"). MPC, the Members and Acquiror have agreed to terminate the Put Agreement.
C. The Members and Acquiror desire to combine their ownership interests in Acquiror and MPC. The Members
and Acquiror desire the transaction to qualify for the pooling-of-interests method of accounting.
D. Papa John's is the parent company of Acquiror.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties
hereby agree as follows:
1. EXCHANGE OF INTERESTS. Upon the terms and subject to the conditions set forth herein, all of the
Members hereby agree to transfer, convey, assign and deliver to Acquiror, and Acquiror hereby agrees to
acquire from the Members, all of the ownership interests of MPC (the "Acquired Interests") in exchange for
ownership interests in Papa John's, as follows:
(a) VALUATION OF OWNERSHIP INTERESTS. Subject to subsection 1(b), Papa John's agrees to deliver
to the Members on the Closing Date (as defined in
Section 2) in exchange for the Acquired Interests that number of shares of Papa John's Common Stock, par
value, $.01 per share (the "Common Stock"), having an aggregate value equal to the "Preliminary Ownership
Value" (the "Shares"). For purposes of this calculation, the Preliminary Ownership