Exhibit 10.2
CONFORMED COPY THROUGH FOURTH
AMENDMENT,
AS OF DECEMBER 19,
2007
PROMISSORY
NOTE
(Revolving Line of
Credit)
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$30,000,000.00
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Louisville, Kentucky
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December 27, 1999
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FOR VALUE RECEIVED
, BIBP COMMODITIES,
INC. , a Delaware corporation with its principal offices at
2002 Papa John’s Boulevard, Louisville, Kentucky 40299 (the
“Maker”), hereby promises and agrees to pay to the
order of CAPITAL DELIVERY, LTD. , a Kentucky corporation
with its principal office and place of business in Louisville,
Kentucky (the “Lender”), the principal sum of THIRTY
MILLION AND 00/100 DOLLARS ($30,000,000.00) , or, if less, the
aggregate unpaid balance as may be outstanding from time to time,
in legal tender of the United States of America, together with
interest thereon, all in accordance with the provisions of the Loan
Agreement (as defined below) and this Note.
The
outstanding principal balance of this Note, as the same shall exist
from time to time, shall bear interest daily at a rate per annum
equal to the “Prime Rate,” as hereinafter defined, less
one (1) percentage point. The interest rate this Note
bears shall be adjusted monthly on the first day of each calendar
month. “Prime Rate,” as used in this Note, shall
mean the interest rate published in The Wall Street Journal
in the “Money Rates” column as the prevailing
“Prime Rate,” it being understood and agreed that the
Prime Rate is not necessarily the lowest or best rate of interest
available on commercial loans of the nature evidenced by this
Note. In each month in which there is an outstanding balance
on this Note, interest shall be calculated throughout such month at
the rate in effect on the first day of such month and shall be paid
in arrears in legal tender of the United States of America on or
before the tenth (10th) day of the following month. Interest
shall continue to accrue as provided herein so long as any portion
of the principal of, or interest on, this Note shall remain
unpaid. The entire outstanding principal balance of this Note
and all accrued and unpaid interest shall be paid on or before
December 31, 2000 (the “Maturity Date”). All
interest on this Note shall be computed on the basis of the actual
number of days elapsed over an assumed year consisting of Three
Hundred Sixty (360) calendar days.
1
Any
principal or interest payment due under this Note not paid at
stated maturity, by acceleration, conversion or otherwise, shall,
to the extent permitted by applicable law, thereafter bear interest
(compounded monthly and payable upon demand) at a rate which is 2%
per annum in excess of the rate of interest otherwise payable under
this Note in respect of such principal amount until such unpaid
amount has been paid in full (whether before or after
judgment). The charging or collection of any such additional
interest shall not be deemed a waiver of any of the Lender’s
rights arising thereby or hereunder, including the right to declare
a “Default” or an “Event of Default”
hereunder.
This Note is a revolving note and is governed
by that certain Loan Agreement of even date herewith between Lender
and the Maker (the “Loan Agreement”). The Lender
may make disbursements of principal to the Maker, from time to
time, commencing on the date of this No