Exhibit 10.2


 





Interest Rate
Swap Transaction


 


The
purpose of this letter agreement is to confirm the amendment of the
terms and conditions of the Transaction entered into between:


 


JPMORGAN CHASE BANK, N.A.


(“JPMorgan”)


 


and


 


PAPA JOHN’S INTERNATIONAL INCORPORATED


(the “Counterparty”)


 


on
the Trade Date and identified by the JPMorgan Deal Number specified
below (the “Transaction”). This letter agreement constitutes a “Confirmation”
as referred to in the Master Agreement specified below, and supersedes any
previous confirmation or other writing with respect to the transaction
described below.


 


The
definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as
published by the International Swaps and Derivatives Association, Inc. are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.


 


This
Confirmation supplements, forms part of, and is subject to, the ISDA
Master Agreement dated as of 07 February 2000, as amended and
supplemented from time to time (the “Agreement”), between JPMORGAN CHASE
BANK, N.A. (“JPMorgan”) and PAPA JOHN’S INTERNATIONAL
INCORPORATED (the “Counterparty”). All provisions contained in the
Agreement govern this Confirmation except as expressly modified below.


 


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The
terms of the particular Interest Rate Swap Transaction to which this
Confirmation relates are as follows:


 


	
  A. TRANSACTION DETAILS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan Deal
  Number(s):

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  As
  set forth in the Notional Amount Schedule hereto

  
	
   

  	
   

  	
   

  
	
  Trade
  Date:

  	
   

  	
  13
  December 2005

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  15
  March 2006

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  15
  January 2011 subject to adjustment in accordance with the Modified
  Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Fixed Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer Payment Dates:

  	
   

  	
  The 15
  April, 15 May, 15 June, 15 July, 15 August, 15 September, 15 October, 15
  November, 15 December, 15 January, 15 February and 15
  March in each year, from and including 15 April 2006 to
  and including the Termination Date, subject to adjustment in accordance
  with the Modified Following  Business Day Convention and
  there will be an adjustment to the Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate:

  	
   

  	
  4.98000 percent

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Business
  Days:

  	
   

  	
  New
  York, London

  
	
   

  	
   

  	
   

  
	
  Floating Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer:

  	
   

  	
  JPMorgan

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer Payment Dates:

  	
   

  	
  The 15
  April, 15 May, 15 June, 15 July, 15 August, 15 September, 15 October, 15
  November, 15 December, 15 January, 15 February and 15 March in
  each year, from and including 15 April 2006 to and including the
  Termination Date, subject to adjustment in accordance with
  the Modified Following  Business Day Convention and there
  will be an adjustment to the Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate for initial Calculation Period:

  	
   

  	
  To
  be determined

  



 


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  Floating
  Rate Option:

  	
   

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  1
  Month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset
  Dates:

  	
   

  	
  The
  first day of each Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business
  Days:

  	
   

  	
  New
  York, London

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  JPMorgan,
  unless otherwise stated in the Agreement.

  



 


	
  Notional Amount Schedule:

  
	
  Effective
  From:

  	
   

  	
  Notional
  Amount:

  
	
  15
  March 2006

  16 January 2007

  15
  January 2009

  	
   

  	
  USD 50,000,000.00

  USD 60,000,000.00

  USD 50,000,000.00

  



 


	
  B. ACCOUNT DETAILS

  
	
  Payments to JPMorgan in USD:

  	
   

  	
  JPMORGAN CHASE BANK NA

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK NA - NEW YORK -

  JPMCB NYC GLB FX NYST

  
	
   

  	
   

  	
  BIC: CHASUS33XXX

  
	
   

  	
   

  	
  AC No:

  
	
   

  	
   

  	
   

  
	
  Payments
  to Counterparty in USD:

  	
   

  	
  As per your standard settlement instructions.

  
	
   

  	
   

  	
   

  
	
  C. OFFICES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan:

  	
   

  	
  NEW YORK

  
	
   

  	
   

  	
   

  
	
  Counterparty:

  	
   

  	
  LOUISVILLE

  



 


D. DOCUMENTS TO BE
DELIVERED


 


Each
party shall deliver to the other, at the time of its execution of this
Confirmation, evidence of the incumbency and specimen signature of the
person(s) executing this Confirmation, unless such evidence has been
previously supplied and remains true and in effect.


 


E. RELATIONSHIP BETWEEN
PARTIES


 


Each
party will be deemed to represent to the other party on the date on which it
enters into a Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for that
Transaction):


 


(a) Non-Reliance. It is acting for its
own account, and it has made its own independent decisions to enter into that
Transaction and as to whether that Transaction is appropriate or proper for it
based upon its own 


 


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judgment
and upon advice from such advisers as it has deemed necessary. It is not
relying on any communication (written or oral) of the other party as investment
advice or as a recommendation to enter into that Transaction; it being
understood that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment advice or a
recommendation to enter into that Transaction. No communication (written or
oral) received from the other party shall be deemed to be an assurance or
guarantee as to the expected results of that Transaction.


 


(b) Assessment and Understanding. It is
capable of assessing the merits of and understanding (on its own behalf or
through independent professional advice), and understands and accepts, the
terms, conditions and risks of that Transaction. It is capable of assuming, and
assumes the risks of that Transaction.


 


(c) Status of Parties. The other party is
not acting as a fiduciary for or an adviser to it in respect of that
Transaction.


 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing a copy of this Confirmation and returning it to us or by sending to
us a letter, telex or facsimile substantially similar to this letter, which
letter, telex or facsimile sets forth the material terms of the Transaction to
which this Confirmation relates and indicates agreement to those terms. When
referring to this Confirmation, please indicate: JPMorgan Deal
Number(s):


 


 


	
  JPMorgan
  Chase Bank, N.A.

  
	
   

  
	
   

  
	
  /s/  Carmine Pilla

  	
   

  
	
   

  
	
  Name:

  	
  Carmine Pilla

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  
	
   

  
	
   

  
	
  Accepted
  and confirmed as of the date 

  
	
  first
  written:

  
	
  PAPA
  JOHN’S INTERNATIONAL 

  
	
  INCORPORATED

  
	
   

  
	
   

  
	
  /s/
  J. David Flanery

  	
   

  
	
  Name:

  	
  J.
  David Flanery

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer

  	
   

  
	
  Your
  reference number:

  	
   

  	
   

  
					



 


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