Exhibit 10.1


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


First
Amendment to Credit Agreement, dated May 11, 2007, by and among Papa John’s
International, Inc., a Delaware corporation (the “Borrower”), each of the
Guarantors (as listed on the signature pages hereto), RSC Insurance
Services Ltd., a Bermuda company (“RSC”), the Banks (as hereinafter defined),
PNC Bank, National Association, in its capacity as administrative agent for the
Banks (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A.,
in its capacity as syndication agent for the Banks (in such capacity, the “Syndication
Agent”), National City Bank of Kentucky (“NCBK”), Bank of America, N.A. (“BOA”)
and Fifth Third Bank (“FTB”), as co-documentation agents for the Banks (NCBK,
BOA and FTB are each, a “Co-Documentation Agent” and collectively, the “Co-Documentation
Agents”) (the “First Amendment”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Guarantors, RSC, the Banks, the Administrative
Agent, the Syndication Agent and the Co-Documentation Agents have entered into
that certain Credit Agreement, dated January 31, 2006 (as amended,
modified or supplemented from time to time, the “Credit Agreement”); and


 


WHEREAS, the Borrower, the Guarantors and RSC desire to amend certain
provisions of the Credit Agreement, and the Administrative Agent and each of
the Banks desire to permit such amendments pursuant to the terms and conditions
set forth herein.


 


NOW, THEREFORE, in consideration of the premises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.                                       All capitalized
terms used herein that are defined in the Credit Agreement shall have the same
meaning herein as in the Credit Agreement unless the context clearly indicates
otherwise.


 


2.                                       Section 7.2.4(ix) of
the Credit Agreement is hereby deleted in its entirety and in its stead is
inserting the following:


 


(ix)                                investments
consisting of notes payable to any such Loan Party or any such Subsidiary in
connection with the sale by such Loan Party or such Subsidiary of any
properties or assets as permitted by Section 7.2.7(v) hereof, in an
aggregate amount at any time for all such investments not to exceed Fifteen
Million and 00/100 Dollars ($15,000,000.00);


 

















 


3.                                       The provisions
of Section 2 of this First Amendment shall not become effective until the
Administrative Agent has received the following, each in form and substance
acceptable to the Administrative Agent and its counsel:


 


(a)                                        this First Amendment, duly
executed by the Borrower, the Guarantors, the Banks, the Administrative Agent,
the Syndication Agent and the Co-Documentation Agents;


 


(b)                                       the documents listed in the
Preliminary Closing Agenda set forth on Exhibit A attached hereto
and made a part hereof;


 


(c)                                        payment of all fees and
expenses owed to the Administrative Agent’s counsel in connection with this
First Amendment; and


 


(d)                                       such other documents as may
be reasonably requested by the Administrative Agent.


 


4.                                       The Loan
Parties and RSC hereby reconfirm and reaffirm all representations and
warranties, agreements and covenants made by them pursuant to the terms and
conditions of the Credit Agreement, except as such representations and warranties,
agreements and covenants may have heretofore been amended, modified or waived
in writing in accordance with the Credit Agreement.


 


5.                                       The Loan
Parties and RSC hereby represent and warrant to the Administrative Agent and
each of the Banks that (i) the Loan Parties and RSC have the legal power
and authority to execute and deliver this First Amendment; (ii) the
officers of the Loan Parties and RSC executing this First Amendment have been
duly authorized to execute and deliver the same and bind such Loan Parties and
RSC with respect to the provisions hereof; (iii) the execution and
delivery hereof by the Loan Parties and RSC and the performance and observance
by the Loan Parties and RSC of the provisions hereof, of the Credit Agreement
and of all documents executed or to be executed therewith, do not violate or
conflict with the organizational documents of the Loan Parties or RSC or any
Law applicable to the Loan Parties or RSC or result in a breach of any
provision of or constitute a default under any other agreement, instrument or
document binding upon or enforceable against the Loan Parties or RSC; and (iv) this
First Amendment, the Credit Agreement and the documents executed or to be
executed by the Loan Parties and RSC in connection herewith or therewith
constitute valid and binding obligations of the Loan Parties and RSC in every
respect, enforceable in accordance with their respective terms.


 


6.                                       The Loan
Parties and RSC represent and warrant to the Administrative Agent and each of
the Banks that (i) no Event of Default or Potential Default exists under
the Credit Agreement, nor will any occur as a result of the execution and
delivery of this First Amendment or the performance or 


 


2

















 


observance of any provision
hereof, (ii) the Schedules attached to and made a part of the Credit
Agreement, as amended by this First Amendment, are true and correct as of the
date hereof and there are no modifications or supplements thereto, and (iii) they
presently have no claims or actions of any kind at law or in equity against the
Banks, the Administrative Agent, the Syndication Agent or the Co-Documentation
Agents arising out of or in any way relating to the Credit Agreement or the
other Loan Documents.


 


7.                                       Each reference
to the Credit Agreement that is made herein, in the Credit Agreement or in any
other document executed or to be executed in connection herewith or with the
Credit Agreement shall hereafter be construed as a reference to the Credit
Agreement as amended hereby.


 


8.                                       The agreements
contained in this First Amendment are limited to the specific agreements made
herein.  Except as amended hereby, all of
the terms and conditions of the Credit Agreement shall remain in full force and
effect.  This First Amendment amends the
Credit Agreement and is not a novation thereof.


 


9.                                       This First
Amendment may be executed in any number of counterparts and by the different
parties hereto on separate counterparts each of which, when so executed, shall
be deemed to be an original, but all such counterparts shall constitute but one
and the same instrument.


 


10.                                 This First
Amendment shall be governed by, and shall be construed and enforced in
accordance with, the Laws of the State of New York without regard to the
principles of the conflicts of law thereof. 
The Loan Parties, the Banks, the Administrative Agent, the Syndication
Agent and the Co-Documentation Agents hereby consent to the jurisdiction and
venue of the Supreme Court of New York County and the United States District
Court for the Southern District of New York with respect to any suit arising
out of or mentioning this First Amendment.


 


[INTENTIONALLY LEFT BLANK]


 


3

















 


IN WITNESS WHEREOF, and intending to be legally bound, the parties
hereto, have caused this First Amendment to be duly executed by their duly
authorized officers on the date first written above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
  WITNESS:

  	
  PAPA JOHN’S INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
  Title:

  	
   

  	
  SVP, CFO and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
  WITNESS:

  	
  PAPA JOHN’S USA, INC.

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
  Title:

  	
   

  	
  SVP, CFO and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PAPA JOHN’S SUPPORT SERVICES, INC.

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
  Title:

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CAPITAL DELIVERY, LTD.

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
  Title:

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RISK SERVICES CORP.

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
  Title:

  	
   

  	
  Treasurer

  
						



 

















 


	
   

  	
  PJ FOOD SERVICE, INC.

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
  Title:

  	
   

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  RSC:

  
	
   

  	
   

  
	
   

  	
  RSC INSURANCE SERVICES LTD.

  
	
   

  	
   

  
	
  WITNESS:

  	
   

  
	
   

  	
   

  
	
   /s/ Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ Joe Smith

  
	
   

  	
  Name:

  	
  Joe Smith

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
							



 

















 


	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION,

  as a Bank and as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Shelly B. Stephenson

  
	
   

  	
  Name:

  	
  Shelly B. Stephenson

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  as a

  Bank and as Syndication Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ James Duffy Baker, Jr

  
	
   

  	
  Name:

  	
  James Duffy Baker, Jr

  
	
   

  	
  Title:

  	
   

  	
  SVP

  
	
   

  	
   

  
	
   

  	
  NATIONAL CITY BANK OF

  KENTUCKY, as a Bank and as a Co-

  Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas P. Crockett

  
	
   

  	
  Name:

  	
  Thomas P. Crockett

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as
  a Bank and

  as a Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Thomas C.
  Kilcrease, Jr.

  
	
   

  	
  Name:

  	
  Thomas C.
  Kilcrease, Jr.

  
	
   

  	
  Title:

  	
   

  	
  SVP

  
					



 

















 


	
   

  	
  FIFTH THIRD BANK, as a
  Bank and as a

  Co-Documentation Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David O’Neal

  
	
   

  	
  Name:

  	
  David O’Neal

  
	
   

  	
  Title:

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK, NATIONAL
  ASSOCIATION,

  as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ David A. Wombwell

  
	
   

  	
  Name:

  	
  David A. Wombwell

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRANCH BANKING AND TRUST

  COMPANY, as a Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Johnny L. Perry

  
	
   

  	
  Name:

  	
  Johnny L. Perry

  
	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
					



 

















 


EXHIBIT A


 


Preliminary
Closing Agenda


 


[See Attached]


 

















 


PRELIMINARY
CLOSING AGENDA


 


This Preliminary Closing Agenda contains the documents to be delivered
in connection with the first amendment to a credit facility provided to Papa John’s International, Inc., a
Delaware corporation (the “Borrower”), by PNC
Bank, National Association (“PNC Bank”), and various other financial
institutions from time to time (PNC Bank and such other financial institutions
are each, a “Bank” and collectively, the “Banks”), with PNC Bank, as administrative agent for the
Banks (in such capacity, the “Agent”).


 


	
  No.

  	
   

  	
  LOAN DOCUMENTS

  	
   

  	
  Responsible

  Party

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  First Amendment to Credit Agreement, by and among the Borrower, Papa
  John’s USA, Inc., a Kentucky corporation, Papa John’s Support
  Services, Inc., a Kentucky corporation, Capital Delivery, Ltd., a
  Kentucky corporation, Risk Services Corp., a Kentucky corporation, PJ Food
  Service, Inc., a Kentucky corporation and RSC Insurance Services Ltd., a
  Bermuda company, the Banks and the Agent (the “First Amendment”).

  	
   

  	
  Agent

  	
   

  	
  Complete

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Revised Schedules to the Credit Agreement, if and as applicable.

  	
   

  	
   

  	
   

  	
   

  



 
















 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


Second
Amendment to Credit Agreement, dated September 30, 2008, by and among Papa
John’s International, Inc., a Delaware corporation (the “Borrower”), each
of the Guarantors (as listed on the signature pages hereto), RSC Insurance
Services Ltd., a Bermuda company (“RSC”), the Banks (as hereinafter defined),
PNC Bank, National Association, in its capacity as administrative agent for the
Banks (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank,
N.A., in its capacity as syndication agent for the Banks (in such capacity, the
“Syndication Agent”), National City Bank, successor by merger to National City
Bank of Kentucky (“NCB”), Bank of America, N.A. (“BOA”) and Fifth Third Bank (“FTB”),
as co-documentation agents for the Banks (NCB, BOA and FTB are each, a “Co-Documentation
Agent” and collectively, the “Co-Documentation Agents”) (the “Second Amendment”).


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Guarantors, RSC, the Banks, the Administrative
Agent, the Syndication Agent and the Co-Documentation Agents have entered into
that certain Credit Agreement, dated January 31, 2006, as amended by that
certain First Amendment to Credit Agreement, dated May 11, 2007 (as may be
further amended, restated modified or supplemented from time to time, the “Credit
Agreement”); and


 


WHEREAS, the Borrower, the Guarantors and RSC desire to amend certain
provisions of the Credit Agreement, and the Administrative Agent and each of
the Banks desire to permit such amendments pursuant to the terms and conditions
set forth herein.


 


NOW, THEREFORE, in consideration of the premises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.             All capitalized terms used herein
that are defined in the Credit Agreement shall have the same meaning herein as
in the Credit Agreement unless the context clearly indicates otherwise.


 


2.             The “; and” at the end of Section 7.2.1(viii) is
hereby deleted in its entirety and in its stead is inserted the following:  “;”.


 


3.             The “.” at the end of Section 7.2.1(ix) is
hereby deleted in its entirety and in its stead is inserted the following:  “; and”.


 


4.             Article 7 of the Credit
Agreement is hereby amended by inserting the following as a new Section 7.2.1(x):


 


(x)           unsecured Indebtedness not otherwise covered by any of the
foregoing in an amount not to exceed Ten Million and 00/100 Dollars
($10,000,000.00) in the aggregate at any time outstanding.


 





















 


5.             Section 7.2.4(vi) of the
Credit Agreement is hereby deleted in its entirety and in its stead is
inserting the following:


 


(vi)          loans, advances and investments in or to franchisees of any
Loan Party, the Papa John’s Marketing Fund and BIBP, in an aggregate amount
(including all amounts as of the Closing Date as set forth on Schedule
1.1(P)(1) attached hereto) at any time for all such parties of
Seventy-Five Million and 00/100 Dollars ($75,000,000.00);


 


6.             The provisions of Sections 2
through 5 of this Second Amendment shall not become effective until the
Administrative Agent has received the following, each in form and substance
acceptable to the Administrative Agent and its counsel:


 


(a)           this Second Amendment, duly executed by the Borrower, the
Guarantors, the Banks, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents;


 


(b)           the documents listed in the Preliminary Closing Agenda set
forth on Exhibit A attached hereto and made a part hereof;


 


(c)           payment of all fees and expenses owed to the
Administrative Agent’s counsel in connection with this Second Amendment; and


 


(d)           such other documents as may be reasonably requested by the
Administrative Agent.


 


7.             The Loan Parties and RSC hereby
reconfirm and reaffirm all representations and warranties, agreements and
covenants made by them pursuant to the terms and conditions of the Credit
Agreement, except as such representations and warranties, agreements and
covenants may have heretofore been amended, modified or waived in writing in
accordance with the Credit Agreement.


 


8.             The Loan Parties and RSC hereby
represent and warrant to the Administrative Agent and each of the Banks that (i) the
Loan Parties and RSC have the legal power and authority to execute and deliver
this Second Amendment; (ii) the officers of the Loan Parties and RSC
executing this Second Amendment have been duly authorized to execute and
deliver the same and bind such Loan Parties and RSC with respect to the
provisions hereof; (iii) the execution and delivery hereof by the Loan
Parties and RSC and the performance and observance by the Loan Parties and RSC
of the provisions hereof, of the Credit Agreement and of all documents executed
or to be executed therewith, do not violate or conflict with the organizational
documents of the Loan Parties or RSC or any Law applicable to the Loan Parties
or RSC or result in a breach of any provision of or constitute a default under
any other agreement, instrument or document binding upon or enforceable against
the Loan Parties or RSC; and (iv) 


 


2

















 


this Second Amendment, the
Credit Agreement and the documents executed or to be executed by the Loan
Parties and RSC in connection herewith or therewith constitute valid and
binding obligations of the Loan Parties and RSC in every respect, enforceable
in accordance with their respective terms.


 


9.             The Loan Parties and RSC represent
and warrant to the Administrative Agent and each of the Banks that (i) no
Event of Default or Potential Default exists under the Credit Agreement, nor
will any occur as a result of the execution and delivery of this Second
Amendment or the performance or observance of any provision hereof, (ii) the
Schedules attached to and made a part of the Credit Agreement are true and
correct as of the date hereof and there are no modifications or supplements
thereto, and (iii) they presently have no claims or actions of any kind at
law or in equity against the Banks, the Administrative Agent, the Syndication
Agent or the Co-Documentation Agents arising out of or in any way relating to
the Credit Agreement or the other Loan Documents.


 


10.           Each reference to the Credit
Agreement that is made herein, in the Credit Agreement or in any other document
executed or to be executed in connection herewith or with the Credit Agreement
shall hereafter be construed as a reference to the Credit Agreement as amended
hereby.


 


11.           The agreements contained in this
Second Amendment are limited to the specific agreements made herein.  Except as amended hereby, all of the terms
and conditions of the Credit Agreement shall remain in full force and
effect.  This Second Amendment amends the
Credit Agreement and is not a novation thereof.


 


12.           This Second Amendment may be executed
in any number of counterparts and by the different parties hereto on separate
counterparts each of which, when so executed, shall be deemed to be an
original, but all such counterparts shall constitute but one and the same
instrument.


 


13.           This Second Amendment shall be
governed by, and shall be construed and enforced in accordance with, the Laws
of the State of New York without regard to the principles of the conflicts of
law thereof.  The Loan Parties, the
Banks, the Administrative Agent, the Syndication Agent and the Co-Documentation
Agents hereby consent to the jurisdiction and venue of the Supreme Court of New
York County and the United States District Court for the Southern District of
New York with respect to any suit arising out of or mentioning this Second
Amendment.


 


[INTENTIONALLY LEFT BLANK]


 


3

















 


IN WITNESS WHEREOF, and intending to be legally bound, the
parties hereto, have caused this Second Amendment to be duly executed by their
duly authorized officers on the date first written above.


 


	
   

  	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  PAPA JOHN’S INTERNATIONAL,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
   

  	
  Title:

  	
   

  	
  SVP, CFO and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GUARANTORS:

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  PAPA JOHN’S USA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
   

  	
  Name:

  	
   J. David Flanery

  
	
   

  	
   

  	
  Title:

  	
   

  	
  SVP, CFO and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PAPA JOHN’S SUPPORT SERVICES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CAPITAL DELIVERY, LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RISK SERVICES CORP.

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Treasurer

  
								



 

















 


	
   

  	
   

  	
  PJ FOOD SERVICE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ J. David Flanery

  
	
   

  	
   

  	
  Name:

  	
  J. David Flanery

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RSC:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  RSC INSURANCE SERVICES LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
      /s/
  Kenneth M. Cox

  	
   

  	
  By:

  	
   

  	
  /s/ Georgianna Stump

  
	
   

  	
   

  	
  Name:

  	
  Georgianna Stump

  
	
   

  	
   

  	
  Title:

  	
   

  	
  President

  
						



 

















 


	
   

  	
   

  	
  AGENT AND BANKS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PNC BANK, NATIONAL
  ASSOCIATION,

  
	
   

  	
   

  	
  as a Bank and as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   /s/ Shelly B.
  Stephenson

  
	
   

  	
   

  	
  Name:

  	
   Shelly B. Stephenson

  
	
   

  	
   

  	
  Title:

  	
   

  	
   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JPMORGAN CHASE BANK, N.A.,
  as a

  Bank and as Syndication Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   /s/ James Duffy
  Baker, Jr

  
	
   

  	
   

  	
  Name:

  	
   James Duffy Baker,
  Jr

  
	
   

  	
   

  	
  Title:

  	
   

  	
   SVP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NATIONAL CITY BANK, successor by

  merger to NATIONAL CITY BANK OF

  KENTUCKY, as a Bank and as a Co-

  Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Deroy Scott

  
	
   

  	
   

  	
  Name:

  	
  Deroy Scott

  
	
   

  	
   

  	
  Title:

  	
   

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A., as
  a Bank and

  as a Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
    /s/ Thomas C.
  Kilcrease, Jr.

  
	
   

  	
   

  	
  Name:

  	
    Thomas C.
  Kilcrease, Jr.

  
	
   

  	
   

  	
  Title:

  	
   

  	
    Senior Vice
  President

  
						



 

















 


	
   

  	
   

  	
  FIFTH THIRD BANK, as a
  Bank and as a 

  
	
   

  	
   

  	
  Co-Documentation Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   /s/ David W. O’Neal

  
	
   

  	
   

  	
  Name:

  	
   David W. O’Neal

  
	
   

  	
   

  	
  Title:

  	
   

  	
   Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  U.S. BANK, NATIONAL
  ASSOCIATION,

  as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ David A. Wombwell

  
	
   

  	
   

  	
  Name:

  	
   David A. Wombwell

  
	
   

  	
   

  	
  Title:

  	
   

  	
   Senior Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BRANCH BANKING AND TRUST

  COMPANY, as a Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 

















 


EXHIBIT A


 


Preliminary
Closing Agenda


 


[See Attached]


 

















 


PRELIMINARY
CLOSING AGENDA


 


This Preliminary Closing Agenda contains the documents to be delivered
in connection with the second amendment to a credit facility provided to Papa John’s International, Inc., a
Delaware corporation (the “Borrower”), by PNC
Bank, National Association (“PNC Bank”), and various other financial
institutions from time to time (PNC Bank and such other financial institutions
are each, a “Bank” and collectively, the “Banks”), with PNC Bank, as administrative agent for the
Banks (in such capacity, the “Agent”).


 


	
  No.

  	
   

  	
  LOAN DOCUMENTS

  	
   

  	
  Responsible

  Party

  	
   

  	
  Status

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Second Amendment to Credit Agreement, by and among the Borrower, Papa
  John’s USA, Inc., a Kentucky corporation (“Papa John’s USA”), Papa
  John’s Support Services, Inc., a Kentucky corporation (“Papa John’s
  SSI”), Capital Delivery, Ltd., a Kentucky corporation (“Capital Delivery”),
  Risk Services Corp., a Kentucky corporation (“Risk Services”), PJ Food
  Service, Inc., a Kentucky corporation (“PJ Food”) (Papa John’s USA, Papa
  John’s SSI, Capital Delivery, Risk Services and PJ Food are each, a
  “Guarantor” and collectively, the “Guarantors”) (the Borrower and the
  Guarantors are each, a “Loan Party” and collectively, the “Loan Parties”),
  RSC Insurance Services Ltd., a Bermuda company (“RSC”), the Banks and the
  Agent (the “Second Amendment”).

  	
   

  	
  Agent

  	
   

  	
  Executed

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Revised Schedules to the Credit Agreement, if and as applicable.

  	
   

  	
  Borrower

  	
   

  	
  Not Applicable