Exhibit
10.1

      


      $175,000,000.00
REVOLVING CREDIT FACILITY

       

      CREDIT
AGREEMENT

       

      by and
among

       

      PAPA
JOHN'S INTERNATIONAL, INC.,

       

      THE
GUARANTORS PARTY HERETO,

       

      RSC
INSURANCE SERVICES LTD., a Bermuda company,

       

      THE BANKS
PARTY HERETO,

       

      PNC BANK,
NATIONAL ASSOCIATION, as Administrative Agent,

       

      JPMORGAN
CHASE BANK, N.A., as Syndication Agent,

       

      U.S.
BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent,

       

      BANK OF
AMERICA, N.A., as Co-Documentation Agent,

       

      FIFTH
THIRD BANK, as Co-Documentation Agent,

       

      PNC
CAPITAL MARKETS LLC, as Joint Lead Arranger and as Joint Bookrunner

       

      and

       

      J.P.
MORGAN SECURITIES LLC, as Joint Lead Arranger and as Joint
Bookrunner

       

      Dated
September 2, 2010


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      TABLE OF
CONTENTS

      


      
        
          
            
              
                	Section	 	 	
                        Page

                      
	 
      	 
      	 
      	 
      
	
                        1.

                      	
                        CERTAIN
      DEFINITIONS

                      	
                        1

                      
	 
      	
                        1.1

                      	
                        Certain
      Definitions.

                      	
                        1

                      
	 
      	
                        1.2

                      	
                        Construction.

                      	
                        26

                      
	 
      	 
      	
                        1.2.1.

                      	
                        Number;
      Inclusion.

                      	
                        26

                      
	 
      	 
      	
                        1.2.2.

                      	
                        Determination.

                      	
                        26

                      
	 
      	 
      	
                        1.2.3.

                      	
                        Administrative
      Agent's Discretion and Consent.

                      	
                        27

                      
	 
      	 
      	
                        1.2.4.

                      	
                        Documents
      Taken as a Whole.

                      	
                        27

                      
	 
      	 
      	
                        1.2.5.

                      	
                        Headings.

                      	
                        27

                      
	 
      	 
      	
                        1.2.6.

                      	
                        Implied
      References to this Agreement.

                      	
                        27

                      
	 
      	 
      	
                        1.2.7.

                      	
                        Persons.

                      	
                        27

                      
	 
      	 
      	
                        1.2.8.

                      	
                        Modifications
      to Documents.

                      	
                        27

                      
	 
      	 
      	
                        1.2.9.

                      	
                        From,
      To and Through.

                      	
                        27

                      
	 
      	 
      	
                        1.2.10.

                      	
                        Shall;
      Will.

                      	
                        27

                      
	 
      	
                        1.3

                      	
                        Accounting
      Principles.

                      	
                        28

                      
	 
      	 
      	 
      	 
      
	
                        2.

                      	
                        REVOLVING
      CREDIT AND SWING LOAN FACILITIES

                      	
                        28

                      
	 
      	
                        2.1

                      	
                        Revolving
      Credit and Swing Loan Commitments.

                      	
                        28

                      
	 
      	 
      	
                        2.1.1.

                      	
                        Revolving
      Credit Loans.

                      	
                        28

                      
	 
      	 
      	
                        2.1.2.

                      	
                        Swing
      Loans.

                      	
                        29

                      
	 
      	
                        2.2

                      	
                        Nature
      of Banks' Obligations with Respect to Revolving Credit
    Loans.

                      	
                        29

                      
	 
      	
                        2.3

                      	
                        Commitment
      Fees.

                      	
                        29

                      
	 
      	
                        2.4

                      	
                        Revolving
      Credit Loan Requests; Swing Loan Requests.

                      	
                        30

                      
	 
      	 
      	
                        2.4.1.

                      	
                        Revolving
      Credit Loan Requests.

                      	
                        30

                      
	 
      	 
      	
                        2.4.2.

                      	
                        Swing
      Loan Requests.

                      	
                        31

                      
	 
      	
                        2.5

                      	
                        Making
      Revolving Credit Loans and Swing Loans; Revolving Credit Notes and Swing
      Notes.

                      	
                        31

                      
	 
      	 
      	
                        2.5.1.

                      	
                        Making
      Revolving Credit Loans.

                      	
                        31

                      
	 
      	 
      	
                        2.5.2.

                      	
                        Making
      Swing Loans.

                      	
                        31

                      
	 
      	 
      	
                        2.5.3.

                      	
                        Revolving
      Credit Notes.

                      	
                        31

                      
	 
      	 
      	
                        2.5.4.

                      	
                        Swing
      Note.

                      	
                        32

                      
	 
      	
                        2.6

                      	
                        Borrowings
      to Repay Swing Loans.

                      	
                        32

                      
	 
      	
                        2.7

                      	
                        Use
      of Proceeds.

                      	
                        32

                      
	 
      	
                        2.8

                      	
                        Utilization
      of Commitments in Optional Currencies.

                      	
                        32

                      
	 
      	 
      	
                        2.8.1.

                      	
                        Periodic
      Computations of Dollar Equivalent Amounts of Loans and Letters of Credit
      Outstanding.

                      	
                        32

                      
	 
      	 
      	
                        2.8.2.

                      	
                        Notices
      From Banks That Optional Currencies Are Unavailable to Fund New
      Loans.

                      	
                        33

                      
	 
      	 
      	
                        2.8.3.

                      	
                        Notices
      From Banks That Optional Currencies Are Unavailable to Fund Renewals of
      the Euro-Rate Option.

                      	
                        33

                      
	 
      	 
      	
                        2.8.4.

                      	
                        Requests
      for Additional Optional Currencies.

                      	
                        34

                      
	 
      	
                        2.9

                      	
                        Letter
      of Credit Subfacility.

                      	
                        34

                      
	 
      	 
      	
                        2.9.1.

                      	
                        Issuance
      of Letters of Credit.

                      	
                        34

                      
	 
      	 
      	
                        2.9.2.

                      	
                        Letter
      of Credit Fees.

                      	
                        35

                      


              

            

          

        

      

       

      
        
           


        

        
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        TABLE OF
CONTENTS

        
        

      

      
        
          
            
              
                
                  
                    
                      	Section	 	 	
                              Page

                            
	 
      	 
      	 
      	 
      
	 
      	 
      	
                              2.9.3.

                            	
                              Disbursements,
      Reimbursement.

                            	
                              35

                            
	 
      	 
      	
                              2.9.4.

                            	
                              Repayment
      of Participation Advances.

                            	
                              37

                            
	 
      	 
      	
                              2.9.5.

                            	
                              Documentation.

                            	
                              37

                            
	 
      	 
      	
                              2.9.6.

                            	
                              Determinations
      to Honor Drawing Requests.

                            	
                              37

                            
	 
      	 
      	
                              2.9.7.

                            	
                              Nature
      of Participation and Reimbursement Obligations.

                            	
                              38

                            
	 
      	 
      	
                              2.9.8.

                            	
                              Indemnity.

                            	
                              39

                            
	 
      	 
      	
                              2.9.9.

                            	
                              Liability
      for Acts and Omissions.

                            	
                              40

                            
	 
      	
                              2.10

                            	
                              Increase
      of Revolving Credit Commitments.

                            	
                              41

                            
	 
      	
                              2.11

                            	
                              Currency
      Repayments.

                            	
                              42

                            
	 
      	
                              2.12

                            	
                              Optional
      Currency Amounts.

                            	
                              42

                            
	 
      	 
      	 
      	 
      
	
                              3.

                            	
                              INTEREST
      RATES

                            	
                              43

                            
	 
      	
                              3.1

                            	
                              Interest
      Rate Options.

                            	
                              43

                            
	 
      	 
      	
                              3.1.1.

                            	
                              Revolving
      Credit Interest Rate Options.

                            	
                              43

                            
	 
      	 
      	
                              3.1.2.

                            	
                              Swing
      Loan Interest Rate.

                            	
                              44

                            
	 
      	 
      	
                              3.1.3.

                            	
                              Rate
      Quotations.

                            	
                              44

                            
	 
      	
                              3.2

                            	
                              Interest
      Periods.

                            	
                              44

                            
	 
      	 
      	
                              3.2.1.

                            	
                              Amount
      of Borrowing Tranche

                            	
                              44

                            
	 
      	 
      	
                              3.2.2.

                            	
                              Renewals

                            	
                              45

                            
	 
      	
                              3.3

                            	
                              Interest
      After Default.

                            	
                              45

                            
	 
      	 
      	
                              3.3.1.

                            	
                              Interest
      Rate.

                            	
                              45

                            
	 
      	 
      	
                              3.3.2.

                            	
                              Letter
      of Credit Fees.

                            	
                              45

                            
	 
      	 
      	
                              3.3.3.

                            	
                              Other
      Obligations.

                            	
                              45

                            
	 
      	 
      	
                              3.3.4.

                            	
                              Acknowledgment.

                            	
                              45

                            
	 
      	
                              3.4

                            	
                              Euro-Rate
      Unascertainable; Illegality; Increased Costs; Deposits Not
      Available.

                            	
                              45

                            
	 
      	 
      	
                              3.4.1.

                            	
                              Unascertainable.

                            	
                              45

                            
	 
      	 
      	
                              3.4.2.

                            	
                              Illegality;
      Increased Costs; Deposits Not Available.

                            	
                              46

                            
	 
      	 
      	
                              3.4.3.

                            	
                              Administrative
      Agent's and Bank's Rights.

                            	
                              46

                            
	 
      	
                              3.5

                            	
                              Selection
      of Interest Rate Options; Selection of Optional Currency.

                            	
                              47

                            
	 
      	 
      	 
      	 
      
	
                              4.

                            	
                              PAYMENTS

                            	
                              47

                            
	 
      	
                              4.1

                            	
                              Payments.

                            	
                              47

                            
	 
      	
                              4.2

                            	
                              Pro
      Rata Treatment of Banks.

                            	
                              48

                            
	 
      	
                              4.3

                            	
                              Interest
      Payment Dates.

                            	
                              48

                            
	 
      	
                              4.4

                            	
                              Voluntary
      Prepayments.

                            	
                              48

                            
	 
      	 
      	
                              4.4.1.

                            	
                              Right
      to Prepay.

                            	
                              48

                            
	 
      	 
      	
                              4.4.2.

                            	
                              Replacement
      of a Bank.

                            	
                              50

                            
	 
      	 
      	
                              4.4.3.

                            	
                              Change
      of Lending Office.

                            	
                              50

                            
	 
      	
                              4.5

                            	
                              Mandatory
      Prepayments.

                            	
                              51

                            
	 
      	 
      	
                              4.5.1.

                            	
                              Currency
      Fluctuations

                            	
                              51

                            
	 
      	 
      	
                              4.5.2.

                            	
                              Application
      among Interest Rate Options.

                            	
                              51

                            
	 
      	
                              4.6

                            	
                              Additional
      Compensation in Certain Circumstances.

                            	
                              51

                            
	 
      	 
      	
                              4.6.1.

                            	
                              Increased
      Costs or Reduced Return Resulting from Taxes, Reserves, Capital Adequacy
      Requirements, Expenses, Etc.

                            	
                              51

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
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        TABLE OF
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                  	Section	 	 	
                          Page

                        
	 
      	 
      	 
      	 
      
	 
      	 
      	
                          4.6.2.

                        	
                          Indemnity.

                        	
                          52

                        
	 
      	
                          4.7

                        	
                          Interbank
      Market Presumption.

                        	
                          53

                        
	 
      	
                          4.8

                        	
                          Taxes.

                        	
                          53

                        
	 
      	 
      	
                          4.8.1.

                        	
                          No
      Deductions.

                        	
                          53

                        
	 
      	 
      	
                          4.8.2.

                        	
                          Stamp
      Taxes.

                        	
                          53

                        
	 
      	 
      	
                          4.8.3.

                        	
                          Indemnification
      for Taxes Paid by a Bank.

                        	
                          54

                        
	 
      	 
      	
                          4.8.4.

                        	
                          Certificate.

                        	
                          54

                        
	 
      	 
      	
                          4.8.5.

                        	
                          Survival.

                        	
                          54

                        
	 
      	
                          4.9

                        	
                          Judgment
      Currency.

                        	
                          54

                        
	 
      	 
      	
                          4.9.1.

                        	
                          Currency
      Conversion Procedures for Judgments.

                        	
                          54

                        
	 
      	 
      	
                          4.9.2.

                        	
                          Indemnity
      in Certain Events.

                        	
                          54

                        
	 
      	
                          4.10

                        	
                          Settlement
      Date Procedures.

                        	
                          55

                        
	 
      	 
      	 
      	 
      
	
                          5.

                        	
                          REPRESENTATIONS
      AND WARRANTIES

                        	
                          55

                        
	 
      	
                          5.1

                        	
                          Representations
      and Warranties.

                        	
                          55

                        
	 
      	 
      	
                          5.1.1.

                        	
                          Organization
      and Qualification.

                        	
                          55

                        
	 
      	 
      	
                          5.1.2.

                        	
                          Capitalization
      and Ownership.

                        	
                          56

                        
	 
      	 
      	
                          5.1.3.

                        	
                          Subsidiaries.

                        	
                          56

                        
	 
      	 
      	
                          5.1.4.

                        	
                          Power
      and Authority.

                        	
                          56

                        
	 
      	 
      	
                          5.1.5.

                        	
                          Validity
      and Binding Effect.

                        	
                          56

                        
	 
      	 
      	
                          5.1.6.

                        	
                          No
      Conflict.

                        	
                          57

                        
	 
      	 
      	
                          5.1.7.

                        	
                          Litigation.

                        	
                          57

                        
	 
      	 
      	
                          5.1.8.

                        	
                          Title
      to Properties.

                        	
                          57

                        
	 
      	 
      	
                          5.1.9.

                        	
                          Financial
      Statements.

                        	
                          57

                        
	 
      	 
      	
                          5.1.10.

                        	
                          Use
      of Proceeds; Margin Stock; Section 20 Subsidiaries.

                        	
                          58

                        
	 
      	 
      	
                          5.1.11.

                        	
                          Full
      Disclosure.

                        	
                          59

                        
	 
      	 
      	
                          5.1.12.

                        	
                          Taxes.

                        	
                          59

                        
	 
      	 
      	
                          5.1.13.

                        	
                          Consents
      and Approvals.

                        	
                          59

                        
	 
      	 
      	
                          5.1.14.

                        	
                          No
      Event of Default; Compliance with Instruments.

                        	
                          59

                        
	 
      	 
      	
                          5.1.15.

                        	
                          Patents,
      Trademarks, Copyrights, Licenses, Etc.

                        	
                          60

                        
	 
      	 
      	
                          5.1.16.

                        	
                          Insurance.

                        	
                          60

                        
	 
      	 
      	
                          5.1.17.

                        	
                          Compliance
      with Laws.

                        	
                          60

                        
	 
      	 
      	
                          5.1.18.

                        	
                          Material
      Contracts; Burdensome Restrictions.

                        	
                          60

                        
	 
      	 
      	
                          5.1.19.

                        	
                          Investment
      Companies; Regulated Entities.

                        	
                          60

                        
	 
      	 
      	
                          5.1.20.

                        	
                          Plans
      and Benefit Arrangements.

                        	
                          61

                        
	 
      	 
      	
                          5.1.21.

                        	
                          Employment
      Matters.

                        	
                          62

                        
	 
      	 
      	
                          5.1.22.

                        	
                          Environmental
      Matters and Safety Matters.

                        	
                          62

                        
	 
      	 
      	
                          5.1.23.

                        	
                          Senior
      Debt Status.

                        	
                          64

                        
	 
      	 
      	
                          5.1.24.

                        	
                          Anti-Terrorism
      Laws.

                        	
                          64

                        
	 
      	 
      	
                          5.1.25.

                        	
                          Solvency.

                        	
                          65

                        
	 
      	
                          5.2

                        	
                          Updates
      to Schedules.

                        	
                          65

                        
	 
      	 
      	 
      	 
      
	
                          6.

                        	
                          CONDITIONS
      OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

                        	
                          65

                        
	 
      	
                          6.1

                        	
                          First
      Loans and Letters of Credit.

                        	
                          65

                        


                

              

            

          

        

      

       

      
        
           


        

        
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      TABLE OF
CONTENTS

    

     

      
        
          
            
              
                
                  
                    
                      	
                              Section

                            	 	 	
                              Page

                            
	 
      	 
      	 
      	 
      
	 
      	 
      	
                              6.1.1.

                            	
                              Officer's
      Certificate.

                            	
                              65

                            
	 
      	 
      	
                              6.1.2.

                            	
                              Secretary's
      Certificate.

                            	
                              66

                            
	 
      	 
      	
                              6.1.3.

                            	
                              Delivery
      of Loan Documents.

                            	
                              66

                            
	 
      	 
      	
                              6.1.4.

                            	
                              Opinion
      of Counsel.

                            	
                              66

                            
	 
      	 
      	
                              6.1.5.

                            	
                              Legal
      Details.

                            	
                              67

                            
	 
      	 
      	
                              6.1.6.

                            	
                              Payment
      of Fees.

                            	
                              67

                            
	 
      	 
      	
                              6.1.7.

                            	
                              Consents.

                            	
                              67

                            
	 
      	 
      	
                              6.1.8.

                            	
                              Officer's
      Certificate Regarding MACs.

                            	
                              67

                            
	 
      	 
      	
                              6.1.9.

                            	
                              No
      Violation of Laws.

                            	
                              67

                            
	 
      	 
      	
                              6.1.10.

                            	
                              No
      Actions or Proceedings.

                            	
                              67

                            
	 
      	 
      	
                              6.1.11.

                            	
                              Lien
      Searches.

                            	
                              68

                            
	 
      	 
      	
                              6.1.12.

                            	
                              Insurance
      Policies.

                            	
                              68

                            
	 
      	 
      	
                              6.1.13.

                            	
                              Termination
      Statements:  Release Statements and Other
    Releases.

                            	
                              68

                            
	 
      	 
      	
                              6.1.14.

                            	
                              Repayment
      of Prohibited Indebtedness.

                            	
                              68

                            
	 
      	 
      	
                              6.1.15.

                            	
                              Other
      Documents and Conditions.

                            	
                              68

                            
	 
      	
                              6.2

                            	
                              Each
      Additional Loan or Letter of Credit.

                            	
                              68

                            
	 
      	 
      	 
      	 
      
	
                              7.

                            	
                              COVENANTS

                            	
                              69

                            
	 
      	
                              7.1

                            	
                              Affirmative
      Covenants.

                            	
                              69

                            
	 
      	 
      	
                              7.1.1.

                            	
                              Preservation
      of Existence, Etc.

                            	
                              69

                            
	 
      	 
      	
                              7.1.2.

                            	
                              Payment
      of Liabilities, Including Taxes, Etc.

                            	
                              69

                            
	 
      	 
      	
                              7.1.3.

                            	
                              Maintenance
      of Insurance.

                            	
                              70

                            
	 
      	 
      	
                              7.1.4.

                            	
                              Maintenance
      of Properties and Leases.

                            	
                              70

                            
	 
      	 
      	
                              7.1.5.

                            	
                              Maintenance
      of Patents, Trademarks, Etc.

                            	
                              70

                            
	 
      	 
      	
                              7.1.6.

                            	
                              Visitation
      Rights.

                            	
                              70

                            
	 
      	 
      	
                              7.1.7.

                            	
                              Keeping
      of Records and Books of Account.

                            	
                              70

                            
	 
      	 
      	
                              7.1.8.

                            	
                              Plans
      and Benefit Arrangements.

                            	
                              71

                            
	 
      	 
      	
                              7.1.9.

                            	
                              Compliance
      with Laws.

                            	
                              71

                            
	 
      	 
      	
                              7.1.10.

                            	
                              Use
      of Proceeds.

                            	
                              71

                            
	 
      	 
      	
                              7.1.11.

                            	
                              Subordination
      of Intercompany Loans.

                            	
                              71

                            
	 
      	 
      	
                              7.1.12.

                            	
                              Anti-Terrorism
      Laws.

                            	
                              71

                            
	 
      	
                              7.2

                            	
                              Negative
      Covenants.

                            	
                              72

                            
	 
      	 
      	
                              7.2.1.

                            	
                              Indebtedness.

                            	
                              72

                            
	 
      	 
      	
                              7.2.2.

                            	
                              Liens.

                            	
                              73

                            
	 
      	 
      	
                              7.2.3.

                            	
                              Guaranties.

                            	
                              73

                            
	 
      	 
      	
                              7.2.4.

                            	
                              Loans
      and Investments.

                            	
                              73

                            
	 
      	 
      	
                              7.2.5.

                            	
                              Dividends
      and Related Distributions.

                            	
                              75

                            
	 
      	 
      	
                              7.2.6.

                            	
                              Liquidations,
      Mergers, Consolidations, Acquisitions.

                            	
                              75

                            
	 
      	 
      	
                              7.2.7.

                            	
                              Dispositions
      of Assets or Subsidiaries.

                            	
                              76

                            
	 
      	 
      	
                              7.2.8.

                            	
                              Affiliate
      Transactions.

                            	
                              77

                            
	 
      	 
      	
                              7.2.9.

                            	
                              Subsidiaries,
      Partnerships and Joint Ventures; Excluded Subsidiaries.

                            	
                              77

                            
	 
      	 
      	
                              7.2.10.

                            	
                              Continuation
      of or Change in Business.

                            	
                              77

                            
	 
      	 
      	
                              7.2.11.

                            	
                              Plans
      and Benefit Arrangements.

                            	
                              78

                            
	 
      	 
      	
                              7.2.12.

                            	
                              Fiscal
      Year.

                            	
                              78

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
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        TABLE OF
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                              Section

                            	 	 	
                              Page

                            
	 
      	 
      	 
      	 
      
	 
      	 
      	
                              7.2.13.

                            	
                              Changes
      in Organizational Documents.

                            	
                              79

                            
	 
      	 
      	
                              7.2.14.

                            	
                              Maximum
      Leverage Ratio.

                            	
                              79

                            
	 
      	 
      	
                              7.2.15.

                            	
                              Minimum
      Interest Coverage Ratio.

                            	
                              79

                            
	 
      	 
      	
                              7.2.16.

                            	
                              Negative
      Pledges.

                            	
                              79

                            
	 
      	
                              7.3

                            	
                              Reporting
      Requirements.

                            	
                              79

                            
	 
      	 
      	
                              7.3.1.

                            	
                              Quarterly
      Financial Statements.

                            	
                              80

                            
	 
      	 
      	
                              7.3.2.

                            	
                              Annual
      Financial Statements.

                            	
                              80

                            
	 
      	 
      	
                              7.3.3.

                            	
                              Certificate
      of the Borrower.

                            	
                              81

                            
	 
      	 
      	
                              7.3.4.

                            	
                              Notice
      of Default.

                            	
                              81

                            
	 
      	 
      	
                              7.3.5.

                            	
                              Notice
      of Litigation.

                            	
                              81

                            
	 
      	 
      	
                              7.3.6.

                            	
                              Budgets,
      Forecasts, Other Reports and Information.

                            	
                              82

                            
	 
      	 
      	
                              7.3.7.

                            	
                              Notices
      Regarding Plans and Benefit Arrangements.

                            	
                              82

                            
	 
      	 
      	 
      	 
      
	
                              8.

                            	
                              DEFAULT

                            	
                              83

                            
	 
      	
                              8.1

                            	
                              Events
      of Default.

                            	
                              83

                            
	 
      	 
      	
                              8.1.1.

                            	
                              Payments
      Under Loan Documents.

                            	
                              84

                            
	 
      	 
      	
                              8.1.2.

                            	
                              Breach
      of Warranty.

                            	
                              84

                            
	 
      	 
      	
                              8.1.3.

                            	
                              Breach
      of Negative Covenants, Maintenance of Insurance or Visitation
      Rights.

                            	
                              84

                            
	 
      	 
      	
                              8.1.4.

                            	
                              Breach
      of Other Covenants.

                            	
                              84

                            
	 
      	 
      	
                              8.1.5.

                            	
                              Defaults
      in Other Agreements or Indebtedness.

                            	
                              84

                            
	 
      	 
      	
                              8.1.6.

                            	
                              Final
      Judgments or Orders.

                            	
                              85

                            
	 
      	 
      	
                              8.1.7.

                            	
                              Loan
      Document Unenforceable.

                            	
                              85

                            
	 
      	 
      	
                              8.1.8.

                            	
                              Proceedings
      Against Assets.

                            	
                              85

                            
	 
      	 
      	
                              8.1.9.

                            	
                              Notice
      of Lien or Assessment.

                            	
                              85

                            
	 
      	 
      	
                              8.1.10.

                            	
                              Insolvency.

                            	
                              85

                            
	 
      	 
      	
                              8.1.11.

                            	
                              Events
      Relating to Plans and Benefit Arrangements.

                            	
                              86

                            
	 
      	 
      	
                              8.1.12.

                            	
                              Cessation
      of Business.

                            	
                              86

                            
	 
      	 
      	
                              8.1.13.

                            	
                              Change
      of Control.

                            	
                              86

                            
	 
      	 
      	
                              8.1.14.

                            	
                              Involuntary
      Proceedings.

                            	
                              86

                            
	 
      	 
      	
                              8.1.15.

                            	
                              Voluntary
      Proceedings.

                            	
                              87

                            
	 
      	
                              8.2

                            	
                              Consequences
      of Event of Default.

                            	
                              87

                            
	 
      	 
      	
                              8.2.1.

                            	
                              Events
      of Default Other Than Bankruptcy or Reorganization
      Proceedings.

                            	
                              87

                            
	 
      	 
      	
                              8.2.2.

                            	
                              Bankruptcy
      or Reorganization Proceedings.

                            	
                              87

                            
	 
      	 
      	
                              8.2.3.

                            	
                              Set-off.

                            	
                              88

                            
	 
      	 
      	
                              8.2.4.

                            	
                              Suits,
      Actions, Proceedings.

                            	
                              88

                            
	 
      	 
      	
                              8.2.5.

                            	
                              Application
      of Proceeds.

                            	
                              88

                            
	 
      	 
      	
                              8.2.6.

                            	
                              Other
      Rights and Remedies.

                            	
                              89

                            
	 
      	 
      	 
      	 
      
	
                              9.

                            	
                              THE
      ADMINISTRATIVE AGENT

                            	
                              89

                            
	 
      	
                              9.1

                            	
                              Appointment.

                            	
                              89

                            
	 
      	
                              9.2

                            	
                              Delegation
      of Duties.

                            	
                              89

                            
	 
      	
                              9.3

                            	
                              Nature
      of Duties; Independent Credit Investigation.

                            	
                              90

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          - v
-

          
            

          

        

        
           


        

      

       

      
        TABLE OF
CONTENTS

        
        

      

      
        
          
            	
                    Section

                  	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      	 
      
	 
      	
                    9.4

                  	
                    Actions
      in Discretion of Administrative Agent; Instructions From the
      Banks.

                  	
                    90

                  
	 
      	
                    9.5

                  	
                    Reimbursement
      and Indemnification of Administrative Agent by the Loan Parties and
      RSC.

                  	
                    91

                  
	 
      	
                    9.6

                  	
                    Exculpatory
      Provisions; Limitation of Liability.

                  	
                    92

                  
	 
      	
                    9.7

                  	
                    Reimbursement
      and Indemnification of Administrative Agent by Banks.

                  	
                    92

                  
	 
      	
                    9.8

                  	
                    Reliance
      by Administrative Agent.

                  	
                    93

                  
	 
      	
                    9.9

                  	
                    Notice
      of Default.

                  	
                    93

                  
	 
      	
                    9.10

                  	
                    Notices.

                  	
                    93

                  
	 
      	
                    9.11

                  	
                    Banks
      in Their Individual Capacities; Administrative Agent in its Individual
      Capacity.

                  	
                    93

                  
	 
      	
                    9.12

                  	
                    Holders
      of Notes.

                  	
                    94

                  
	 
      	
                    9.13

                  	
                    Equalization
      of Banks.

                  	
                    94

                  
	 
      	
                    9.14

                  	
                    Successor
      Administrative Agent.

                  	
                    95

                  
	 
      	
                    9.15

                  	
                    Administrative
      Agent's Fee.

                  	
                    95

                  
	 
      	
                    9.16

                  	
                    Availability
      of Funds.

                  	
                    95

                  
	 
      	
                    9.17

                  	
                    Calculations.

                  	
                    96

                  
	 
      	
                    9.18

                  	
                    No
      Reliance on Administrative Agent's Customer Identification
      Program.

                  	
                    96

                  
	 
      	
                    9.19

                  	
                    Beneficiaries.

                  	
                    96

                  
	 
      	
                    9.20

                  	
                    Syndication
      Agent, Co-Documentation Agents, Lead Arranger and Sole
      Bookrunner.

                  	
                    97

                  
	 
      	 
      	 
      	 
      
	
                    10.

                  	
                    MISCELLANEOUS

                  	
                    97

                  
	 
      	
                    10.1

                  	
                    Modifications,
      Amendments or Waivers.

                  	
                    97

                  
	 
      	 
      	
                    10.1.1.

                  	
                    Increase
      of Commitment.

                  	
                    97

                  
	 
      	 
      	
                    10.1.2.

                  	
                    Extension
      of Payment; Reduction of Principal Interest or Fees; Modification of Terms
      of Payment.

                  	
                    97

                  
	 
      	 
      	
                    10.1.3.

                  	
                    Release
      of Guarantor.

                  	
                    97

                  
	 
      	 
      	
                    10.1.4.

                  	
                    Miscellaneous.

                  	
                    98

                  
	 
      	
                    10.2

                  	
                    No
      Implied Waivers; Cumulative Remedies; Writing Required.

                  	
                    98

                  
	 
      	
                    10.3

                  	
                    Reimbursement
      and Indemnification of Banks by the Loan Parties and RSC;
      Taxes.

                  	
                    99

                  
	 
      	
                    10.4

                  	
                    Holidays.

                  	
                    99

                  
	 
      	
                    10.5

                  	
                    Funding
      by Branch, Subsidiary or Affiliate.

                  	
                    100

                  
	 
      	 
      	
                    10.5.1.

                  	
                    Notional
      Funding.

                  	
                    100

                  
	 
      	 
      	
                    10.5.2.

                  	
                    Actual
      Funding.

                  	
                    100

                  
	 
      	
                    10.6

                  	
                    Notices;
      Lending Offices.

                  	
                    100

                  
	 
      	
                    10.7

                  	
                    Severability.

                  	
                    101

                  
	 
      	
                    10.8

                  	
                    Governing
      Law.

                  	
                    101

                  
	 
      	
                    10.9

                  	
                    Prior
      Understanding.

                  	
                    102

                  
	 
      	
                    10.10

                  	
                    Duration;
      Survival.

                  	
                    102

                  
	 
      	
                    10.11

                  	
                    Successors
      and Assigns.

                  	
                    103

                  
	 
      	
                    10.12

                  	
                    Confidentiality.

                  	
                    103

                  
	 
      	 
      	
                    10.12.1.

                  	
                    General.

                  	
                    103

                  
	 
      	 
      	
                    10.12.2.

                  	
                    Sharing
      Information With Affiliates of the Banks.

                  	
                    104

                  


          

        

      

       

      
        
           


        

        
          - vi
-

          
            

          

        

        
           


        

      

       

      
        TABLE OF
CONTENTS

        
        

      

      
        
          
            
              
                
                  
                    
                      
                        	
                                Section

                              	 	 	
                                Page

                              
	 
      	 
      	 
      	 
      
	 
      	
                                10.13

                              	
                                Counterparts.

                              	
                                104

                              
	 
      	
                                10.14

                              	
                                Administrative
      Agent's or Bank's Consent.

                              	
                                104

                              
	 
      	
                                10.15

                              	
                                Exceptions.

                              	
                                104

                              
	 
      	
                                10.16

                              	
                                CONSENT
      TO FORUM; WAIVER OF JURY TRIAL.

                              	
                                105

                              
	 
      	
                                10.17

                              	
                                Certifications
      From Banks and Participants

                              	
                                105

                              
	 
      	 
      	
                                10.17.1.

                              	
                                Tax
      Withholding Clause.

                              	
                                105

                              
	 
      	 
      	
                                10.17.2.

                              	
                                USA
      Patriot Act.

                              	
                                106

                              
	 
      	
                                10.18

                              	
                                Joinder
      of Guarantors.

                              	
                                106

                              


                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          - vii
-

          
            

          

        

        
           


        

      


      LIST OF SCHEDULES AND
EXHIBITS

       

      
        
          	
                  SCHEDULES

                	 
      	 
      
	 
      	 
      	 
      
	
                  SCHEDULE
      1.1(A)

                	
                  -

                	
                  PRICING
      GRID

                
	
                  SCHEDULE
      1.1(B)

                	
                  -

                	
                  COMMITMENTS
      OF BANKS AND ADDRESSES FOR NOTICES; LENDING OFFICES

                
	
                  SCHEDULE
      1.1(E)(1)

                	
                  -

                	
                  EXCLUDED
      VIE'S

                
	
                  SCHEDULE
      1.1(E)(2)

                	
                  -

                	
                  EXISTING
      LETTERS OF CREDIT

                
	
                  SCHEDULE
      1.1(P)(1)

                	
                  -

                	
                  PERMITTED
      INVESTMENTS

                
	
                  SCHEDULE
      1.1(P)(2)

                	
                  -

                	
                  PERMITTED
      LIENS

                
	
                  SCHEDULE
      5.1.2

                	
                  -

                	
                  CAPITALIZATION

                
	
                  SCHEDULE
      5.1.3

                	
                  -

                	
                  SUBSIDIARIES

                
	
                  SCHEDULE
      5.1.7

                	
                  -

                	
                  LITIGATION

                
	
                  SCHEDULE
      5.1.16

                	
                  -

                	
                  INSURANCE

                
	
                  SCHEDULE
      5.1.20

                	
                  -

                	
                  EMPLOYEE
      BENEFIT PLAN DISCLOSURES

                
	
                  SCHEDULE
      5.1.22

                	
                  -

                	
                  ENVIRONMENTAL
      DISCLOSURES

                
	
                  SCHEDULE
      7.2.1

                	
                  -

                	
                  PERMITTED
      INDEBTEDNESS

                
	
                  SCHEDULE
      7.2.3

                	
                  -

                	
                  EXISTING
      GUARANTIES

                
	 
      	 
      	 
      
	
                  EXHIBITS

                	 
      	 
      
	 
      	 
      	 
      
	
                  EXHIBIT
      1.1(A)

                	
                  -

                	
                  ASSIGNMENT
      AND ASSUMPTION AGREEMENT

                
	
                  EXHIBIT
      1.1(E)

                	
                  -

                	
                  EXCLUDED
      VIE APPROVAL FORM

                
	
                  EXHIBIT
      1.1(G)(1)

                	
                  -

                	
                  GUARANTOR
      JOINDER

                
	
                  EXHIBIT
      1.1(G)(2)

                	
                  -

                	
                  GUARANTY
      AGREEMENT

                
	
                  EXHIBIT
      1.1(G)(3)

                	
                  -

                	
                  BORROWER/RSC
      GUARANTY AGREEMENT

                
	
                  EXHIBIT
      1.1(I)

                	
                  -

                	
                  INTERCOMPANY
      SUBORDINATION AGREEMENT

                
	
                  EXHIBIT
      1.1(R)

                	
                  -

                	
                  REVOLVING
      CREDIT NOTE

                
	
                  EXHIBIT
      1.1(S)

                	
                  -

                	
                  SWING
      NOTE

                
	
                  EXHIBIT
      2.4.1

                	
                  -

                	
                  REVOLVING
      CREDIT LOAN REQUEST

                
	
                  EXHIBIT
      2.4.2

                	
                  -

                	
                  SWING
      LOAN REQUEST

                
	
                  EXHIBIT
      7.3.3

                	
                  -

                	
                  QUARTERLY
      COMPLIANCE CERTIFICATE

                


        

      

       

      
        
           


        

        
          - viii
-

          
            

          

        

        
           


        

      

       

      
        CREDIT
AGREEMENT

         

        THIS
CREDIT AGREEMENT is dated September 2, 2010 and is made by and among Papa John's
International, Inc., a Delaware corporation (the "Borrower"), each of the
Guarantors (as hereinafter defined), RSC (as hereinafter defined), the Banks (as
hereinafter defined), PNC Bank, National Association, in its capacity as
administrative agent for the Banks under this Agreement (hereinafter referred to
in such capacity as the "Administrative Agent"), JPMorgan Chase Bank, N.A., in
its capacity as syndication agent for the Banks under this Agreement
(hereinafter referred to in such capacity as the "Syndication Agent"), U.S.
Bank, National Association, in its capacity as co-documentation agent for the
Banks under this Agreement, Bank of America, N.A., in its capacity as
co-documentation agent for the Banks under this Agreement and Fifth Third Bank,
in its capacity as co-documentation agent for the Banks under this Agreement
(each a "Co-Documentation Agent" and hereinafter collectively referred to in
such capacity as the "Co-Documentation Agents").

         

        WITNESSETH:

         

        WHEREAS,
the Borrower has requested the Banks to provide a revolving credit facility
(including a letter of credit subfacility) to the Borrower in an aggregate
principal amount, subject to Section 2.10 [Increase of Revolving Credit
Commitments], not to exceed One Hundred Seventy-Five Million and 00/100 Dollars
($175,000,000.00); and

         

        WHEREAS,
the revolving credit facility shall be used (i) to repay certain existing
Indebtedness (as hereinafter defined) of the Borrower including amounts due
under the Prior Loan Documents (as hereinafter defined), (ii) to provide working
capital to the Borrower, and (iii) for general corporate purposes of the
Borrower, including transaction costs and expenses, capital expenditures,
letters of credit, stock repurchases, Permitted Acquisitions (as hereinafter
defined) and Permitted Investments (as hereinafter defined); and

         

        WHEREAS,
the Banks are willing to provide such credit including letters of credit upon
the terms and conditions hereinafter set forth;

         

        NOW,
THEREFORE, the parties hereto, in consideration of their mutual covenants and
agreements hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, covenant and
agree as follows:

         

        
          1. 
CERTAIN
DEFINITIONS

        

         

        
          	
                   
      

                	
                  1.1

                	
                  Certain
      Definitions.

                


        

         

        In
addition to words and terms defined elsewhere in this Agreement, the following
words and terms shall have the following meanings, respectively, unless the
context hereof clearly requires otherwise:


        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Administrative Agent
shall have the meaning assigned to that term in the Preamble hereof and shall
include its successors and assigns.

         

        Administrative Agent's
Fee shall have the meaning assigned to that term in Section 9.15
[Administrative Agent's Fee].

         

        Administrative Agent's
Letter shall have the meaning assigned to that term in Section 9.15
[Administrative Agent's Fee].

         

        Affiliate as to any
Person shall mean any other Person (i) which directly or indirectly
controls, is controlled by, or is under common control with such Person,
(ii) which beneficially owns or holds ten percent (10%) or more of any
class of the voting or other equity interests of such Person, or (iii) ten
percent (10%) or more of any class of voting interests or other equity interests
of which is beneficially owned or held, directly or indirectly, by such
Person.  Control, as used in this definition, shall mean the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, including the power to
elect a majority of the directors or trustees of a corporation or trust, as the
case may be.

         

        Agreement shall mean
this Credit Agreement, as the same may be supplemented, amended, modified or
restated from time to time, including all schedules and exhibits.

         

        Alternate Source
shall have the meaning assigned to that term in the definition of
Euro-Rate.

         

        Annual Statements
shall have the meaning assigned to that term in Section 5.1.9(i) [Financial
Statements].

         

        Anti-Terrorism Laws
shall mean any Laws relating to terrorism or money laundering, including
Executive Order No. 13224, the USA Patriot Act, the Laws comprising or
implementing the Bank Secrecy Act, and the Laws administered by the United
States Treasury Department's Office of Foreign Asset Control (as any of the
foregoing Laws may from time to time be amended, renewed, extended, or
replaced).

         

        Applicable Commitment Fee
Percentage shall mean the percentage rate per annum at the indicated
Leverage Ratio of the Borrower and its Subsidiaries in the pricing grid on Schedule 1.1(A),
attached hereto and made a part hereof, below the heading "Commitment
Fee."  The Applicable Commitment Fee Percentage shall be computed in
accordance with the parameters set forth on Schedule
1.1(A).

         

        Applicable Letter of Credit
Fee Percentage shall mean the percentage at the indicated Leverage Ratio
of the Borrower and its Subsidiaries in the pricing grid on Schedule 1.1(A),
attached hereto and made a part hereof, below the heading "Letter of Credit Fee
Percentage".  The Applicable Letter of Credit Fee Percentage shall be
computed in accordance with the parameters set forth on Schedule
1.1(A).

         

        
          
             


          

          
            - 2
-

            
              

            

          

          
             


          

        


        Applicable Margin
shall mean, as applicable:  (a) the percentage margin to be added to
the Base Rate under the Base Rate Option at the indicated Leverage Ratio of the
Borrower and its Subsidiaries in the pricing grid on Schedule 1.1(A),
attached hereto and made a part hereof, below the heading "Base Rate Margin", or
(b) the percentage margin to be added to the Euro-Rate under the Euro-Rate
Option at the indicated Leverage Ratio of the Borrower and its Subsidiaries in
the pricing grid on Schedule 1.1(A),
attached hereto and made a part hereof, below the heading "Euro-Rate
Margin".  The Applicable Margin shall be computed in accordance with
the parameters set forth on Schedule
1.1(A).

         

        Assignment and Assumption
Agreement shall mean an Assignment and Assumption Agreement by and among
a Purchasing Bank, a Transferor Bank and the Administrative Agent, as
Administrative Agent and on behalf of the remaining Banks, substantially in the
form of Exhibit
1.1(A).

         

        Authorized Officer
shall mean, with respect to any Loan Party, the Chief Executive Officer,
President, Chief Financial Officer, Vice President of Accounting and Treasury or
Vice President of International Finance and Development of such Loan Party or
such other individuals, designated by written notice to the Administrative Agent
from the Borrower, authorized to execute notices, reports and other documents on
behalf of the Loan Parties or RSC required hereunder.  The Borrower
may amend such list of individuals from time to time by giving written notice of
such amendment to the Administrative Agent.

         

        Bank-Provided Hedge
shall mean a Hedge Agreement which is provided by any Bank or an Affiliate of a
Bank and with respect to which the Administrative Agent confirms meets the
following requirements: such Hedge Agreement (i) is documented in a standard
International Swap Dealer Association Agreement or a similar agreement
acceptable to the Administrative Agent, and (ii) provides for the method of
calculating the reimbursable amount of the provider's credit exposure in a
reasonable and customary manner.  The liabilities of the Loan Parties
to the provider of any Bank-Provided Hedge (the "Hedge Liabilities") shall be
"Obligations" hereunder, guaranteed obligations under the Guaranty Agreements
and otherwise treated as Obligations for purposes of each of the other Loan
Documents.

         

        Banks shall mean the
financial institutions named on Schedule 1.1(B) and
their respective successors and assigns as permitted hereunder, each of which is
referred to herein as a Bank.

         

        Base Rate shall mean,
for any day, a fluctuating per annum rate of interest equal to the highest of
(i) the Prime Rate, (ii) the Federal Funds Open Rate, plus one-half of one
percent (0.5%), and (iii) the Daily LIBOR Rate, plus one percent
(1.0%).  Any change in the Base Rate (or any component thereof) shall
take effect at the opening of business on the day such change
occurs.

         

        Base Rate Option
shall mean the Revolving Credit Base Rate Option.

         

        Benefit Arrangement
shall mean at any time an "employee benefit plan," within the meaning of
Section 3(3) of ERISA, which is not a Plan, a Multiemployer Plan or a
Multiple Employer Plan and which is maintained, sponsored or otherwise
contributed to by any member of the ERISA Group.

         

        
          
             


          

          
            - 3
-

            
              

            

          

          
             


          

        


        BIBP shall mean BIBP
Commodities, Inc., a Delaware corporation.

         

        Blocked Person shall
have the meaning assigned to such term in Section 5.1.24.2 [Anti-Terrorism
Laws].

         

        Borrower shall have
the meaning assigned to such term in the preamble.

         

        Borrower/RSC Guaranty
Agreement shall mean the Guaranty and Suretyship Agreement in
substantially the form of Exhibit 1.1(G)(3)
executed and delivered by the Borrower to the Administrative Agent for the
benefit of the Banks on or after the date hereof, as amended, modified or
supplemented from time to time.

         

        Borrowing Date shall
mean, with respect to any Loan, the date for the making thereof or the renewal
or conversion thereof at or to the same or a different Interest Rate Option,
which shall be a Business Day.

         

        Borrowing Tranche
shall mean specified portions of Loans outstanding as
follows:  (i) any Loans to which a Euro-Rate Option applies which
become subject to the same Interest Rate Option under the same Loan Request by
the Borrower and which have the same Interest Period and which are denominated
either in Dollars or in the same Optional Currency shall constitute one
Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies
shall constitute one Borrowing Tranche.

         

        British Pounds
Sterling shall mean the official currency of the United Kingdom of Great
Britain and Northern Ireland.

         

        Business Day shall
mean any day other than a Saturday or Sunday or a legal holiday on which
commercial banks are authorized or required to be closed for business in
Pittsburgh, Pennsylvania and (i) if the applicable Business Day relates to any
Loan to which the Euro-Rate Option applies, such day must also be a day on which
dealings are carried on in the London interbank market, and (ii) with respect to
advances or payments of Loans or any other matters relating to Loans denominated
in an Optional Currency, such day also shall be a day on which dealings in
deposits in the relevant Optional Currency are carried on in the applicable
interbank market, and (iii) with respect to advances or payments of Loans
denominated in an Optional Currency, such day shall also be a day on which all
applicable banks into which Loan proceeds may be deposited are open for business
and foreign exchange markets are open for business in the principal financial
center of the country of such currency.

         

        Canadian Dollars
shall mean the official currency of Canada.

         

        CDL shall mean
Capital Delivery, Ltd., a Kentucky corporation and its successors and
assigns.

         

        
          
             


          

          
            - 4
-

            
              

            

          

          
             


          

        


        CIP Regulations shall
have the meaning assigned to such term in Section 9.18 [No Reliance on
Administrative Agent's CIP].

         

        CLL shall mean
Colonel's Limited, LLC, a Virginia limited liability company and its successors
and assigns.

         

        Closing Date shall
mean the Business Day on which the first Loan shall be made, which shall be
September 2, 2010.

         

        Commercial Letter of
Credit shall mean any Letter of Credit which is a commercial letter of
credit issued in respect of the purchase of goods or services by one or more of
the Loan Parties in the ordinary course of their business.

         

        Commitment shall
mean, as to any Bank, the aggregate of its Revolving Credit Commitment and, in
the case of the Administrative Agent, the aggregate of its Revolving Credit
Commitment and its Swing Loan Commitment, and Commitments shall
mean the aggregate of the Revolving Credit Commitment and Swing Loan Commitment
of all of the Banks.

         

        Commitment Fee shall
have the meaning assigned to such term in Section 2.3 [Commitment
Fees].

         

        Compliance
Certificate shall have the meaning assigned to such term in Section 7.3.3
[Certificate of the Borrower and the Borrower].

         

        Computation Date
shall have the meaning assigned to such term in Section 2.8.1 [Periodic
Computations of Dollar Equivalent Amounts, etc].

         

        Consolidated EBITDA
shall mean, for any period of determination, without duplication (i) the sum of
consolidated net income, depreciation, amortization, other non-cash charges to
net income, Consolidated Interest Expense and income tax expense, for such
period, minus (ii) non-cash credit to net income, in each case determined and
consolidated for the Borrower and its Subsidiaries (excluding the Excluded
VIE's) in accordance with GAAP.

         

        Consolidated Interest
Expense shall mean, for any period of determination, the aggregate amount
of interest or fees paid, accrued or scheduled to be paid or accrued in respect
of any Indebtedness (including the interest portion of rentals under capitalized
leases) and all but the principal component of payments in respect of
conditional sales or other title retention agreements paid, accrued or scheduled
to be paid or accrued during such period, net of interest income, in each case
determined and consolidated for the Borrower and its Subsidiaries (excluding the
Excluded VIE's) in accordance with GAAP.

         

        Consolidated Rental
Expense shall mean, for any period of determination, the aggregate rental
amounts payable by the Borrower and its Subsidiaries during such period under
any lease of real property having a remaining term (including any required
renewals or any renewals at the option of the lessor or lessee) of one year or
more (but does not include any amounts payable under capitalized leases or
performance rents), in each case determined and consolidated for the Borrower
and its Subsidiaries (excluding the Excluded VIE's) in accordance with
GAAP.

         

        
          
             


          

          
            - 5
-

            
              

            

          

          
             


          

        


        Consolidated Total
Indebtedness shall mean, as of any date of determination, any and all
Indebtedness of the Borrower and its Subsidiaries, in each case determined and
consolidated for the Borrower and its Subsidiaries (excluding the Excluded
VIE's) in accordance with GAAP.

         

        Contamination shall
mean the presence or release or threat of release of Regulated Substances in,
on, under or emanating to or from the Property, which pursuant to Environmental
Laws requires notification or reporting to an Official Body, or which pursuant
to Environmental Laws requires the investigation, cleanup, removal, remediation,
containment, abatement of or other response action or which otherwise
constitutes a violation of Environmental Laws.

         

        Co-Documentation
Agent shall have the meaning assigned to such term in the
preamble.

         

        Co-Documentation
Agents shall have the meaning assigned to such term in the
preamble.

         

        Daily LIBOR Rate
shall mean, for any day, the rate per annum determined by the Administrative
Agent by dividing (x) the Published Rate by (y) a number equal to 1.00
minus the Euro-Rate
Reserve Percentage on such day.

         

        Defaulting Bank means
any Bank that (a) has failed to fund any portion of the Loans,
participations with respect to Letters of Credit, or participations in Swing
Line Loans required to be funded by it hereunder within one (1) Business Day of
the date required to be funded by it hereunder unless such failure has been
cured and all interest accruing as a result of such failure has been fully paid
in accordance with the terms hereof, (b) has otherwise failed to pay over
to the Administrative Agent or any other Bank any other amount required to be
paid by it hereunder within one (1) Business Day of the date when due, unless
the subject of a good faith dispute or unless such failure has been cured and
all interest accruing as a result of such failure has been fully paid in
accordance with the terms hereof, (c) has failed at any time to comply with the
provisions of Section 9.13 [Equalization of Banks] with respect to
purchasing participations from the other Banks, whereby such Bank's share of any
payment received, whether by setoff or otherwise, is in excess of its Ratable
Share of such payments due and payable to all of the Banks, or (d) has
since the date of this Agreement been deemed insolvent by an Official Body or
become the subject of a bankruptcy, receivership, conservatorship or insolvency
proceeding or has a parent company that since the date of this Agreement been
deemed insolvent by an Official Body or become the subject of a bankruptcy,
receivership, conservatorship or insolvency proceeding.

         

        Dollar, Dollars, U.S.
Dollars and the symbol $ shall mean lawful
money of the United States of America.

         

        
          
             


          

          
            - 6
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        Dollar Equivalent
shall mean, with respect to any amount of any currency, the Equivalent Amount of
such currency expressed in Dollars.

         

        Dollar Equivalent Revolving
Facility Usage shall mean at any time the sum of the Dollar Equivalent
amount of Revolving Credit Loans then outstanding and the Dollar Equivalent
amount of Letters of Credit Outstanding.

         

        Drawing Date shall
have the meaning assigned to that term in Section 2.9.3.2 [Disbursements,
Reimbursement].

         

        Environmental
Complaint shall mean any (i) notice of non-compliance or violation,
citation or order relating in any way to any Environmental Law, Environmental
Permit, Contamination or Regulated Substance; (ii) civil, criminal,
administrative or regulatory investigation instituted by an Official Body
relating in any way to any Environmental Law, Environmental Permit,
Contamination or Regulated Substance; (iii) administrative, regulatory or
judicial action, suit, claim or proceeding instituted by any Person or Official
Body or any written notice of liability or potential liability from any Person
or Official Body, in either instance, setting forth allegations relating to or a
cause of action for personal injury (including death), property damage, natural
resource damage, contribution or indemnity for the costs associated with the
performance of Remedial Actions, direct recovery for the costs associated with
the performance of Remedial Actions, liens or encumbrances attached to or
recorded or levied against property for the costs associated with the
performance of Remedial Actions, civil or administrative penalties, criminal
fines or penalties, or declaratory or equitable relief arising under any
Environmental Laws; or (iv) subpoena, request for information or other written
notice or demand of any type issued to the Borrower or any of its Subsidiaries
by an Official Body pursuant to any Environmental Laws.

         

        Environmental Laws
shall mean all federal, state, local and foreign Laws (including, but not
limited to, the Comprehensive Environmental Response, Compensation and Liability
Act, 42 U.S.C. §§ 9601 et seq., the Resource Conservation and Recovery Act, 42
U.S.C. § 6901 et seq., the Hazardous Materials Transportation Act, 49 U.S.C. §
1801 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., the
Federal Water Pollution Control Act, 33 U.S.C. §§ 1251 et seq., the Federal Safe
Drinking Water Act, 42 U.S.C. §§ 300f-300j, the Federal Air Pollution Control
Act, 42 U.S.C. § 7401 et seq., the Oil Pollution Act, 33 U.S.C. § 2701 et seq.,
the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136 to 136y)
each as amended, and any regulations promulgated thereunder or any equivalent
state or local Law, each as amended, and any regulations promulgated thereunder
and any consent decrees, settlement agreements, judgments, orders, directives or
any binding policies having the force and effect of law issued by or entered
into with an Official Body pertaining or relating to:  (i) pollution
or pollution control; (ii) protection of human health from exposure to Regulated
Substances; (iii) protection of the environment and/or natural resources; (iv)
the presence, use, management, generation, manufacture, processing, extraction,
treatment, recycling, refining, reclamation, labeling, sale, transport, storage,
collection, distribution, disposal or release or threat of release of Regulated
Substances; (v) the presence of Contamination; (vi) the protection of endangered
or threatened species; and (vii) the protection of Environmentally Sensitive
Areas.

         

        
          
             


          

          
            - 7
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        Environmental Permits
shall mean all permits, licenses, bonds or other forms of financial assurances,
consents, registrations, identification numbers, approvals or authorizations
required under Environmental Laws (i) to own, occupy or maintain the Property;
(ii) for the operations and business activities of the Loan Parties or any
Subsidiary of any Loan Party; or (iii) for the performance of a Remedial
Action.

         

        Environmental Records
shall mean all notices, reports, records, plans, applications, forms or other
filings relating or pertaining to the Property, Contamination, the performance
of a Remedial Action and the operations and business activities of the Loan
Parties which pursuant to Environmental Laws, Environmental Permits or at the
request or direction of an Official Body either must be submitted to an Official
Body or otherwise must be maintained.

         

        Environmentally Sensitive
Area shall mean (i) any wetland as defined by or designated by applicable
Laws, including applicable Environmental Laws; (ii) any area designated as a
coastal zone pursuant to applicable Laws, including Environmental Laws; (iii)
any area of historic or archeological significance or scenic area as defined or
designated by applicable Laws, including Environmental Laws; (iv) habitats
of endangered species or threatened species as designated by applicable Laws,
including Environmental Laws; (v) wilderness or refuge areas as defined or
designated by applicable Laws, including Environmental Laws; or (vi) a
floodplain or other flood hazard area as defined pursuant to any applicable
Laws.

         

        Equivalent Amount
shall mean, at any time, as determined by the Administrative Agent (which
determination shall be conclusive absent manifest error), with respect to an
amount of any currency (the "Reference Currency") which is to be computed as an
equivalent amount of another currency (the "Equivalent Currency"): (i) if
the Reference Currency and the Equivalent Currency are the same, the amount of
such Reference Currency, or (ii) if the Reference Currency and the
Equivalent Currency are not the same, the amount of such Equivalent Currency
converted from such Reference Currency at the Administrative Agent's spot
selling rate (based on the market rates then prevailing and available to the
Administrative Agent) for the sale of such Equivalent Currency for such
Reference Currency at a time determined by the Administrative Agent on the
second Business Day immediately preceding the event for which such calculation
is made.

         

        Equivalent Currency
shall have the meaning assigned to such term in the definition of Equivalent
Amount.

         

        ERISA shall mean the
Employee Retirement Income Security Act of 1974, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and
the rules and regulations thereunder, as from time to time in
effect.

         

        ERISA Group shall
mean, at any time, the Borrower and all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control and all other entities which, together with the Borrower, are
treated as a single employer under Section 414 of the Internal Revenue
Code.

         

        
          
             


          

          
            - 8
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        Euro shall mean the
European common currency pursuant to the European Monetary Union.

         

        Eurocurrency
Liabilities shall have the meaning assigned to such term in the
definition of Euro-Rate Reserve Percentage.

         

        Euro-Rate shall mean
the following:

         

        (A) with
respect to Dollar Loans comprising any Borrowing Tranche to which the Euro-Rate
Option applies for any Interest Period, the interest rate per annum determined
by the Administrative Agent by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/100th of one percent (1%) per annum) (i) the
rate which appears on the Bloomberg Page BBAM1 (or on such other substitute
Bloomberg page that displays rates at which U.S. Dollar deposits are offered by
leading banks in the London interbank deposit market), or the rate which is
quoted by another source selected by the Administrative Agent which has been
approved by the British Bankers Association as an authorized information vendor
for the purpose of displaying rates at which U.S. Dollar deposits are offered by
leading banks in the London interbank deposit market (an "Alternate Source"),
at approximately 11:00 a.m., London time, two (2) Business Days prior to
the commencement of such Interest Period as the London interbank offered rate
for U.S. Dollars for an amount comparable to such Borrowing Tranche and having a
borrowing date and a maturity comparable to such Interest Period (or if there
shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or
any substitute page) or any Alternate Source, a comparable replacement rate
determined by the Administrative Agent at such time (which determination shall
be conclusive absent manifest error)), by (ii) a number equal to 1.00 minus
the Euro-Rate Reserve Percentage.  Such Euro-Rate may also be
expressed by the following formula:

         

        
          
            	
                    Euro-Rate
      =

                  	
                    London
      interbank offered rate quoted by Bloomberg on Page

                    BBAM
      1 (or substitute page) or an Alternate Source

                  
	
                    1.00
      - Euro-Rate Reserve
Percentage

                  


          

        

        


        The
Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date.  The
Administrative Agent shall give prompt notice to the Borrower of the Euro-Rate
as determined or adjusted in accordance herewith, which determination shall be
conclusive absent manifest error.

         

        
          
             


          

          
            - 9
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        (B) with
respect to Optional Currency Loans comprising any Borrowing Tranche to which the
Euro-Rate Option applies for any Interest Period, the interest rate per annum
determined by the Administrative Agent by dividing (the resulting quotient
rounded upwards, if necessary, to the nearest 1/100th of one percent (1%) per
annum) (i) the rate which appears on the Bloomberg Page BBAM1 (or on such
other substitute Bloomberg page that displays rates at which deposits in the
relevant Optional Currency are offered by leading banks in the London interbank
deposit market), or the rate which is quoted by another source selected by the
Administrative Agent which has been approved by the British Bankers Association
as an authorized information vendor for the purpose of displaying rates at which
deposits in the relevant Optional Currency are offered by leading banks in the
London interbank deposit market (an "Optional Currency Alternate
Source"), at approximately 11:00 a.m., London time, two (2) Business
Days prior to the commencement of such Interest Period as the London interbank
offered rate for the applicable Optional Currency for an amount comparable to
such Borrowing Tranche and having a borrowing date and a maturity comparable to
such Interest Period (or if there shall at any time, for any reason, no longer
exist a Bloomberg Page BBAM1 (or any substitute page) or any Optional Currency
Alternate Source, a comparable replacement rate determined by the Administrative
Agent at such time (which determination shall be conclusive absent manifest
error)), by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage.  Such Euro-Rate may also be expressed by the following
formula:

         

        
          
            	
                    Euro-Rate
      =

                  	
                    Average
      of London interbank offered rates quoted by Bloomberg

                    or
      appropriate successor as shown on Bloomberg Page BBAM1

                  
	
                    1.00
      - Euro-Rate Reserve
Percentage

                  


          

        

        


        The
Euro-Rate shall be adjusted with respect to any Loan to which the Euro-Rate
Option applies that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date.  The
Administrative Agent shall give prompt notice to the Borrower of the Euro-Rate
as determined or adjusted in accordance herewith, which determination shall be
conclusive absent manifest error.  The Euro-Rate for any Loans shall
be based upon the Euro-Rate for the currency in which such Loans are
requested.

         

        Euro-Rate Option
shall mean the Revolving Credit Euro-Rate Option.

         

        Euro-Rate Reserve
Percentage shall mean as of any day the maximum percentage in effect on
such day: (i) as prescribed by the Board of Governors of the Federal Reserve
System (or any successor) for determining the reserve requirements (including
supplemental, marginal and emergency reserve requirements) with respect to
Eurocurrency funding (currently referred to as "Eurocurrency Liabilities"); and
(ii) to be maintained by a Bank as required for reserve liquidity, special
deposit, or a similar purpose by any governmental or monetary authority of any
country or political subdivision thereof (including any central bank), against
(A) any category of liabilities that includes deposits by reference to which a
Euro-Rate is to be determined, or (B) any category of extension of credit or
other assets that includes Loans or Borrowing Tranches to which a Euro-Rate
applies.

         

        Event of Default
shall mean any of the events described in Section 8.1 [Events of Default]
and referred to therein as an "Event of Default."

         

        Excluded Subsidiary
shall mean any Subsidiary of the Borrower that is not a Loan
Party.


        
          
             


          

          
            - 10
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        Excluded VIE shall
mean those VIE's identified in Schedule 1.1(E)(1) attached
hereto and made a part hereof, together with any VIE hereafter that is requested
by the Borrower to be approved by the Banks as an Excluded VIE and that the
Required Banks, each acting in their sole and absolute discretion, approve as an
Excluded VIE pursuant to execution and delivery by the Required Banks of a
document not materially varying from the form thereof attached to and made a
part hereof as Exhibit
1.1(E), a copy of which
shall be delivered by the Administrative Agent to the Borrower and each of the
Banks promptly following receipt by the Administrative Agent thereof, signed by
at least the Required Banks, it being understood and agreed that no Bank shall
have any obligation to approve any additional Excluded VIE for which approval is
requested by the Borrower.

         

        Excess Interest shall
have the meaning assigned to that term in Section 3.1 [Interest Rate
Options].

         

        Executive Order No.
13224 shall mean the Executive Order No. 13224 on Terrorist Financing,
effective September 24, 2001, as the same has been, or shall hereafter be,
renewed, extended, amended or replaced.

         

        Expiration Date shall
mean September 2, 2015.

         

        Existing Letters of
Credit shall mean all letters of credit set forth on Schedule 1.1(E)(2)
which were issued by the financial institution listed on Schedule 1.1(E)(2)
under the Existing Credit Agreement prior to the date hereof upon the
application of a Loan Party (or RSC, in the case of the RSC Letter of Credit)
and are outstanding on the Closing Date.

         

        Federal Funds Effective
Rate for any day shall mean the rate per annum (based on a year of 360
days and actual days elapsed and rounded upward to the nearest 1/100 of 1%)
announced by the Federal Reserve Bank of New York (or any successor) on such day
as being the weighted average of the rates on overnight federal funds
transactions arranged by federal funds brokers on the previous trading day, as
computed and announced by such Federal Reserve Bank (or any successor) in
substantially the same manner as such Federal Reserve Bank computes and
announces the weighted average it refers to as the "Federal Funds Effective
Rate" as of the date of this Agreement; provided, if such
Federal Reserve Bank (or its successor) does not announce such rate on any day,
the "Federal Funds Effective Rate" for such day shall be the Federal Funds
Effective Rate for the last day on which such rate was announced.

         

        Federal Funds Open
Rate for any day shall mean the rate per annum (based on a year of 360
days and actual days elapsed) which is the daily federal funds open rate as
quoted by ICAP North America, Inc. (or any successor) as set forth on
the  Bloomberg Screen BTMM for that day opposite the caption "OPEN"
(or on such other substitute Bloomberg Screen that displays such rate), or as
set forth on such other recognized electronic source used for the purpose of
displaying such rate as selected by the Administrative Agent (a "Federal Funds Open Rate
Alternate Source") (or if such rate for such day does not appear on the
Bloomberg Screen BTMM (or any substitute screen) or on any Federal Funds Open
Rate Alternate Source, or if there shall at any time, for any reason, no longer
exist a Bloomberg Screen BTMM (or any substitute screen) or any Federal Funds
Open Rate Alternate Source, a comparable replacement rate determined by the
Administrative Agent at such time (which determination shall be conclusive
absent manifest error); provided however, that if such day is not a Business
Day, the Federal Funds Open Rate for such day shall be the "open" rate on the
immediately preceding Business Day.  If and when the Federal Funds
Open Rate changes, the rate of interest with respect to any Loan to which the
Federal Funds Open Rate applies will change automatically without notice to the
Borrower, effective on the date of any such change.

         

        
          
             


          

          
            - 11
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        Federal Funds Open Rate
Alternate Source shall have the meaning assigned to that term in the
definition of Federal Funds Open Rate.

         

        Financial Projections
shall have the meaning assigned to that term in Section 5.1.9(ii)
[Financial Statements].

         

        Foreign Subsidiary
shall mean any Subsidiary of the Borrower that is not organized under the Laws
of the United States or any state thereof.

         

        GAAP shall mean
generally accepted accounting principles as are in effect in the United States
from time to time, subject to the provisions of Section 1.3 [Accounting
Principles], and applied on a consistent basis both as to classification of
items and amounts.

         

        Governmental Acts
shall have the meaning assigned to that term in Section 2.9.8
[Indemnity].

         

        Guarantor shall mean
separately, and Guarantors shall mean
collectively, each of the parties to this Agreement which is designated as a
"Guarantor" on the signature page hereof and each other Person which joins this
Agreement as a Guarantor after the date hereof pursuant to Section 10.18
[Joinder of Guarantors].

         

        Guarantor Joinder
shall mean a joinder by a Person as a Guarantor under this Agreement, the
Guaranty Agreement and the other Loan Documents in the form of Exhibit 1.1(G)(1).

         

        Guaranty of any
Person shall mean any obligation of such Person guaranteeing or in effect
guaranteeing any liability or obligation of any other Person in any manner,
whether directly or indirectly, including any agreement to indemnify or hold
harmless any other Person, any performance bond or other suretyship arrangement
and any other form of assurance against loss, except endorsement of negotiable
or other instruments for deposit or collection in the ordinary course of
business.

         

        Guaranty Agreement or
Guaranty
Agreements shall mean, singularly or collectively, as the context may
require, the Guaranty and Suretyship Agreements in substantially the form of
Exhibit
1.1(G)(2) executed and delivered by the Guarantors to the Administrative
Agent for the benefit of the Banks on or after the date hereof, as amended,
modified or supplemented from time to time.

         

        Hedge Agreements
shall mean foreign exchange agreements, currency swap agreements, interest rate
exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor
agreements or similar hedging agreements entered into by the Borrower or its
Subsidiaries in the ordinary course of business and not for speculative
purposes.

         

        
          
             


          

          
            - 12
-

            
              

            

          

          
             


          

        


        Hedge Liabilities
shall have the meaning assigned to that term in the definition of Bank-Provided
Hedge.

         

        Historical Statements
shall have the meaning assigned to that term in Section 5.1.9(i) [Financial
Statements].

         

        Indebtedness shall
mean, as to any Person at any time, any and all indebtedness, obligations or
liabilities (whether matured or unmatured, liquidated or unliquidated, direct or
indirect, absolute or contingent, or joint or several) of such Person for or in
respect of:  (i) borrowed money, (ii) amounts raised under
or liabilities in respect of any note purchase or acceptance credit facility,
(iii) reimbursement obligations (contingent or otherwise) under any letter
of credit or Hedge Agreement, (iv) any other transaction (including forward
sale or purchase agreements, capitalized leases and conditional sales
agreements) having the commercial effect of a borrowing of money entered into by
such Person to finance its operations or capital requirements (but not including
trade payables and accrued expenses incurred in the ordinary course of business
which are not represented by a promissory note or other evidence of indebtedness
and which are not more than thirty (30) days past due, or (v) any Guaranty
of Indebtedness for borrowed money; provided, however, that it is expressly
agreed that the Indebtedness of the Borrower pursuant to the RSC/Borrower Letter
of Credit shall not be considered Indebtedness for purposes of this Agreement so
long as (1) the same has not been drawn against and (2) the principal amount of
such Indebtedness does not exceed Eighteen Million and 00/100 Dollars
($18,000,000.00).

         

        Ineligible Securities
shall mean any security which may not be underwritten or dealt in by member
banks of the Federal Reserve System under Section 16 of the Banking Act of
1933 (12 U.S.C. Section 24, Seventh), as amended.

         

        Insolvency
Proceeding  shall mean, with respect to any Person, (a) a
case, action or proceeding with respect to such Person (i) before any court
or any other Official Body under any bankruptcy, insolvency, reorganization or
other similar Law now or hereafter in effect, or (ii) for the appointment
of a receiver, liquidator, assignee, custodian, trustee, sequestrator,
conservator (or similar official) of such Person or otherwise relating to the
liquidation, dissolution, winding-up or relief of such Person, or (b) any
general assignment for the benefit of creditors, composition, marshaling of
assets for creditors, or other, similar arrangement in respect of such Person's
creditors generally or any substantial portion of its creditors; undertaken
under any Law.

         

        Intercompany Subordination
Agreement shall mean an Intercompany Subordination Agreement among the
Loan Parties in the form attached hereto as Exhibit 1.1(I).

         

        Interest Coverage
Ratio shall mean the ratio of (a) the sum of (i) Consolidated EBITDA and
(ii) Consolidated Rental Expense, to (b) the sum of (i) Consolidated Interest
Expense and (ii) Consolidated Rental Expense.

         

        
          
             


          

          
            - 13
-

            
              

            

          

          
             


          

        


        Interest Period shall
mean the period of time selected by the Borrower in connection with (and to
apply to) any election permitted hereunder by the Borrower to have Revolving
Credit Loans bear interest under the Euro-Rate Option.  Subject to the
last sentence of this definition, such period shall be one (1), two (2), three
(3) or six (6) Months or such other period that is twelve (12) Months or less as
requested by the Borrower and consented to by all Banks if Borrower selects the
Euro-Rate Option; provided, however with
respect to Revolving Credit Loans made or to be made in an Optional Currency,
such period shall be one (1) Month.  Such Interest Period shall
commence on the effective date of such Interest Rate Option, which shall be (i)
the Borrowing Date if the Borrower is requesting new Loans, or (ii) the date of
renewal of or conversion to the Euro-Rate Option if the Borrower is renewing or
converting to the Euro-Rate Option applicable to outstanding
Loans.  Notwithstanding the second sentence hereof: (A) any Interest
Period which would otherwise end on a date which is not a Business Day shall be
extended to the next succeeding Business Day unless such Business Day falls in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day, and (B) the Borrower shall not select, convert to
or renew an Interest Period for any portion of the Loans that would end after
the applicable Expiration Date.

         

        Interest Rate Option
shall mean any Euro-Rate Option or Base Rate Option.

         

        Internal Revenue Code
shall mean the Internal Revenue Code of 1986, as the same may be amended or
supplemented from time to time, and any successor statute of similar import, and
the rules and regulations thereunder, as from time to time in
effect.

         

        Japanese Yen shall
mean the official currency of Japan.

         

        Jeffersontown IRB
shall mean collectively (i) that certain Seven Million Five Hundred Thousand and
00/100 Dollar ($7,500,000.00) Industrial Revenue Bond issued by the City of
Jeffersontown, Kentucky on December 27, 1997, (ii) that certain Sixty Two
Million Seven Hundred Thousand and 00/100 Dollar ($62,700,000.00) Industrial
Revenue Bond issued by the City of Jeffersontown, Kentucky on November 9, 1999,
and (iii) that certain Ten Million and 00/100 Dollar ($10,000,000.00) Industrial
Revenue Bond issued by the City of Jeffersontown, Kentucky on December 20, 2000,
each of the same being supported by the sale and leaseback of property located
at 2002 Papa John's Boulevard, Jeffersontown, Kentucky.

         

        Labor Contracts shall
mean all employment agreements, employment contracts, collective bargaining
agreements and other similar agreements guaranteeing a right of employment among
any Loan Party or a Subsidiary of a Loan Party and its employees.

         

        Law shall mean any
law (including common law), constitution, statute, treaty, regulation, rule,
ordinance, opinion, release, ruling, order, injunction, writ, decree, bond,
judgment, authorization or approval, lien or award of or settlement agreement
with any Official Body.

         

        Letter of Credit
shall have the meaning assigned to that term in Section 2.9.1 [Issuance of
Letters of Credit].

         

        
          
             


          

          
            - 14
-

            
              

            

          

          
             


          

        


        Letter of Credit
Borrowing shall have the meaning assigned to such term in Section 2.9.3.4
[Disbursements, Reimbursement].

         

        Letter of Credit Fees
shall have the meaning assigned to that term in Section 2.9.2 [Letter of Credit
Fees].

         

        Letters of Credit
Outstanding shall mean at any time the sum of (i) the aggregate
undrawn face amount of outstanding Letters of Credit and (ii) the aggregate
amount of all unpaid and outstanding Reimbursement Obligations and Letter of
Credit Borrowings.

         

        Leverage Ratio shall
mean, as of any date of determination, the ratio of (a) Consolidated Total
Indebtedness on such date (excluding Indebtedness under the Jeffersontown IRB so
long as such Indebtedness is owed to a Subsidiary of the Borrower), to (b)
Consolidated EBITDA for the four (4) fiscal quarters ending on such
date.

         

        Lien shall mean any
mortgage, leasehold mortgage, deed of trust, pledge, lien, security interest,
charge or other encumbrance or security arrangement of any nature whatsoever,
whether voluntarily or involuntarily given, including any conditional sale or
title retention arrangement, and any assignment, deposit arrangement or lease
intended as, or having the effect of, security and any filed financing statement
or other notice of any of the foregoing (whether or not a lien or other
encumbrance is created or exists at the time of the filing).

         

        LLC Interests shall
have the meaning assigned to such term in Section 5.1.3
[Subsidiaries].

         

        Loan Documents shall
mean this Agreement, the Administrative Agent's Letter, the Guaranty Agreements,
the Intercompany Subordination Agreement, the Notes, agreements related to
Bank-Provided Hedges, the Letters of Credit, the Borrower/RSC Guaranty Agreement
and any other instruments, certificates or documents delivered or contemplated
to be delivered hereunder or thereunder or in connection herewith or therewith,
as the same may be supplemented or amended from time to time in accordance
herewith or therewith, and Loan Document shall
mean any of the Loan Documents.

         

        Loan Parties shall
collectively mean the Borrower and the Guarantors and Loan Party shall mean
the Borrower or any Guarantor.

         

        Loan Request shall
mean either a Revolving Credit Loan Request or a Swing Loan
Request.

         

        Loans shall mean
collectively and Loan shall mean
separately all Revolving Credit Loans and Swing Loans or any Revolving Credit
Loan or Swing Loan, respectively.

         

        Margin Stock shall
mean margin stock as defined in Regulation U, together with all official rulings
and interpretations issued thereunder.

         

        
          
             


          

          
            - 15
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        Material Adverse
Change shall mean any set of circumstances or events which (a) has
or could reasonably be expected to have any material adverse effect whatsoever
upon the validity or enforceability of this Agreement or any other Loan
Document, (b) is or could reasonably be expected to be material and adverse
to the business, properties, assets, financial condition, results of operations
or prospects of the Loan Parties taken as a whole, (c) impairs materially
or could reasonably be expected to impair materially the ability of the Loan
Parties to duly and punctually pay or perform their Indebtedness, or
(d) impairs materially or could reasonably be expected to impair materially
the ability of the Administrative Agent or any of the Banks, to the extent
permitted, to enforce their legal remedies pursuant to this Agreement or any
other Loan Document.

         

        Mexican Peso shall
mean the official currency of Mexico.

         

        Month, with respect
to an Interest Period under the Euro-Rate Option, shall mean the interval
between the days in consecutive calendar months numerically corresponding to the
first day of such Interest Period.  If any Euro-Rate Interest Period
begins on a day of a calendar month for which there is no numerically
corresponding day in the month in which such Interest Period is to end, the
final month of such Interest Period shall be deemed to end on the last Business
Day of such final month.

         

        Moody's shall mean
Moody's Investors Service, Inc. and its successors.

         

        Multiemployer Plan
shall mean any employee benefit plan which is a "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA and to which the Borrower or any
member of the ERISA Group is then making or accruing an obligation to make
contributions or, within the preceding five (5) Plan years, has made or had an
obligation to make such contributions.

         

        Multiple Employer
Plan shall mean a Plan which has two (2) or more contributing sponsors
(including the Borrower or any member of the ERISA Group) at least two (2) of
whom are not under common control, as such a plan is described in
Sections 4063 and 4064 of ERISA.

         

        Notes shall
collectively mean the Revolving Credit Notes and the Swing Note.

         

        Notices shall have
the meaning assigned to that term in Section 10.6 [Notices; Lending
Offices].

         

        Obligation shall mean
any obligation or liability of any of the Loan Parties or RSC, howsoever
created, arising or evidenced, whether direct or indirect, absolute or
contingent, now or hereafter existing, or due or to become due, under or in
connection with (i) this Agreement, the Notes, the Letters of Credit, the
Administrative Agent's Letter or any other Loan Document whether to the
Administrative Agent, any of the Banks or their Affiliates or other persons
provided for under such Loan Documents, (ii) any Bank-Provided Interest
Rate Hedge and (iii) any Other Bank-Provided Financial Service
Product.

         

        
          
             


          

          
            - 16
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        Official Body shall
mean any national, federal, state, local or other government or political
subdivision or any agency, authority, board, bureau, central bank, commission,
department or instrumentality of either, or any court, tribunal, grand jury or
arbitrator, in each case whether foreign or domestic.

         

        Optional Currency
shall mean any of the following currencies (i) British Pounds Sterling, (ii)
Japanese Yen, (iii) Euros, (iv) Mexican Pesos, (v) Canadian Dollars and (vi) any
other currency approved by Administrative Agent and all of the Banks pursuant to
Section 2.8.4 [Request for Additional Optional Currencies].

         

        Optional Currency Alternate
Source shall have the meaning assigned to that term in the definition of
Euro-Rate.

         

        Original Currency
shall have the meaning assigned to such term in Section 4.9.1 [Currency
Conversation Procedures for Judgments].

         

        Order shall have the
meaning assigned to such term in Section 2.9.9 [Liability for Acts and
Omissions].

         

        Other Bank-Provided
Financial Service Product shall mean agreements or other arrangements
under which any Bank or Affiliate of a Bank provides any of the following
products or services to any of the Loan Parties: (a) credit cards,
(b) credit card processing services, (c) debit cards,
(d) purchase cards, (e) ACH Transactions, (f) cash management,
including controlled disbursement, accounts or services, or (g) foreign
currency exchange.

         

        Other Currency shall
have the meaning assigned to such term in Section 4.9.1 [Currency Conversion
Procedures for Judgments].

         

        Other Taxes shall
have the meaning assigned to such term in Section 4.8.2 [Stamp
Taxes].

         

        Overnight Rate shall
mean for any day with respect to any Loans in an Optional Currency, the rate of
interest per annum as determined by the Administrative Agent at which overnight
deposits in the such currency, in an amount approximately equal to the amount
with respect to which such rate is being determined, would be offered for such
day in the applicable offshore interbank market.

         

        Participation Advance
shall mean, with respect to any Bank, such Bank's payment in respect of its
participation in a Letter of Credit Borrowing according to its Ratable Share
pursuant to Section 2.9.3.3 [Disbursements, Reimbursement].

         

        Partnership Interests
shall have the meaning given to such term in Section 5.1.3
[Subsidiaries].

         

        PBGC shall mean the
Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA or any successor.

         

        
          
             


          

          
            - 17
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        Permitted
Acquisitions shall have the meaning assigned to such term in Section
7.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].

         

        Permitted Investments
shall mean:

         

        (i)      
     direct obligations of the United States of America
or any agency or instrumentality thereof or obligations backed by the full faith
and credit of the United States of America maturing in twelve (12) months or
less from the date of acquisition;

         

        (ii)           commercial
paper maturing in one hundred eighty (180) days or less rated not lower than
A-1, by Standard & Poor's or P-1 by Moody's on the date of
acquisition;

         

        (iii)           demand
deposits, time deposits or certificates of deposit maturing within one year in
commercial banks whose obligations are rated A-1, A or the equivalent or better
by Standard & Poor's on the date of acquisition;

         

        (iv)           variable
rate demand notes having a minimum long-term credit rating of A2 or A, or the
equivalent, using the lowest credit rating by Moody's or Standard & Poor's,
or with a short-term credit rating of A-1/P-2 or A-2/P-1, or the equivalent,
using the lowest credit rating by Moody's or Standard & Poor's (issues with
only one short-term credit rating must have a minimum credit rating of A-1, P-1
or the equivalent); and

         

        (v)           any
investment existing on the date of this Agreement and described on Schedule 1.1(P)(1).

         

        Permitted Liens shall
mean:

         

        (i)        
    Liens for taxes, assessments, or similar charges, incurred in
the ordinary course of business and which are not yet due and
payable;

         

        (ii)      
     Pledges or deposits made in the ordinary course of
business to secure payment of workmen's compensation, or to participate in any
fund in connection with workmen's compensation, unemployment insurance, old-age
pensions or other social security programs;

         

        (iii)           Liens
of mechanics, materialmen, warehousemen, carriers, or other like Liens, securing
obligations incurred in the ordinary course of business that are not yet due and
payable and Liens of landlords securing obligations to pay lease payments that
are not yet due and payable or in default;

         

        (iv)           Good-faith
pledges or deposits made in the ordinary course of business to secure
performance of bids, tenders, contracts (other than for the repayment of
borrowed money) or leases, not in excess of the aggregate amount due thereunder,
or to secure statutory obligations, or surety, appeal, indemnity, performance or
other similar bonds required in the ordinary course of business;

         

        
          
             


          

          
            - 18
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        (v)           Encumbrances
consisting of zoning restrictions, easements or other restrictions on the use of
real property, none of which materially impairs the use of such property or the
value thereof, and none of which is violated in any material respect by existing
or proposed structures or land use;

         

        (vi)           Liens
on property leased by any Loan Party or any Subsidiary of any Loan Party under
capital and operating leases securing obligations of such Loan Party or
Subsidiary to the lessor under such leases;

         

        (vii)          Any
Lien existing on the date of this Agreement and described on Schedule 1.1(P)(2),
provided that
the principal amount secured thereby is not hereafter increased, and no
additional assets become subject to such Lien;

         

        (viii)         Purchase
Money Security Interests, provided that the
aggregate amount of loans and deferred payments secured by such Purchase Money
Security Interests shall not exceed the amount set forth in Section 7.2.1(iii)
hereof (excluding for the purpose of this computation any loans or deferred
payments secured by Liens described on Schedule 1.1(P)(2));

         

        (ix)           The
following, (A) if the validity or amount thereof is being contested in good
faith by appropriate and lawful proceedings diligently conducted so long as levy
and execution thereon have been stayed and continue to be stayed or (B) if
a final judgment is entered and such judgment is discharged within thirty (30)
days of entry, and in any case they do not in the aggregate materially impair
the ability of any Loan Party to perform its Obligations hereunder or under the
other Loan Documents:

         

        (1)           Claims
or Liens for taxes, assessments or charges due and payable and subject to
interest or penalty, provided that the
applicable Loan Party maintains such reserves or other appropriate provisions as
shall be required by GAAP and pays all such taxes, assessments or charges
forthwith upon the commencement of proceedings to foreclose any such
Lien;

         

        (2)           Claims,
Liens or encumbrances upon, and defects of title to, real or personal property,
including any attachment of personal or real property or other legal process
prior to adjudication of a dispute on the merits;

         

        (3)           Claims
or Liens of mechanics, materialmen, warehousemen, carriers, or other statutory
nonconsensual Liens; or

         

        (4)           Liens
resulting from final judgments or orders described in Section 8.1.6 [Final
Judgment or Orders].

         

        Person shall mean any
individual, corporation, partnership, limited liability company, association,
joint-stock company, trust, unincorporated organization, joint venture,
government or political subdivision or agency thereof, or any other
entity.

         

        
          
             


          

          
            - 19
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        Plan shall mean at
any time an employee pension benefit plan (including a Multiple Employer Plan,
but not a Multiemployer Plan) which is covered by Title IV of ERISA or is
subject to the minimum funding standards under Section 412 of the Internal
Revenue Code and either (i) is maintained by any member of the ERISA Group
for employees of any member of the ERISA Group or (ii) has at any time
within the preceding five years been maintained by any entity which was at such
time a member of the ERISA Group for employees of any entity which was at such
time a member of the ERISA Group.

         

        PNC Bank shall mean
PNC Bank, National Association, its successors and assigns.

         

        Potential Default
shall mean any event or condition which with notice, passage of time or a
determination by the Administrative Agent or the Required Banks, or any
combination of the foregoing, would constitute an Event of Default.

         

        Prime Rate shall mean
the interest rate per annum announced from time to time by the Administrative
Agent at its Principal Office as its then prime rate, which rate may not be the
lowest or most favorable rate then being charged commercial borrowers or others
by the Administrative Agent.  Any change in the Prime Rate shall take
effect at the opening of business on the day such change is
announced.

         

        Principal Office
shall mean the main banking office of the Administrative Agent in Pittsburgh,
Pennsylvania.

         

        Prior Loan Agreement
shall mean the Credit Agreement, dated January 31, 2006, by and among the
Borrower, the guarantors party thereto, RSC, the banks party thereto, PNC Bank,
as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent,
National City Bank of Kentucky, as co-documentation agent, as co-documentation
agent, Bank of America, N.A., as co-documentation agent and Fifth Third Bank,
co-documentation agent, as amended, modified or supplemented from time to
time.

         

        Prior Loan Documents
shall mean the Prior Loan Agreement and any and all other related documents
entered into in connection therewith, as amended, modified or supplemented from
time to time.

         

        Prohibited
Transaction shall mean any prohibited transaction as defined in
Section 4975 of the Internal Revenue Code or Section 406 of ERISA for
which neither an individual nor a class exemption has been issued by the United
States Department of Labor.

         

        Property shall mean
all real property, both owned and leased, of any Loan Party or Subsidiary of a
Loan Party.

         

        Published Rate shall
mean the rate of interest published each Business Day in The Wall Street Journal
"Money Rates" listing under the caption "London Interbank Offered Rates" for a
one (1) month period (or, if no such rate is published therein for any reason,
then the Published Rate shall be the rate at which U.S. dollar deposits are
offered by leading banks in the London interbank deposit market for a one (1)
month period as published in another publication determined by the
Administrative Agent).

         

        
          
             


          

          
            - 20
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        Purchase Money Security
Interest shall mean Liens upon real or tangible personal property
securing loans to any Loan Party or Subsidiary of a Loan Party or deferred
payments by such Loan Party or Subsidiary for the purchase of such real or
tangible personal property.

         

        Purchasing Bank shall
mean a Bank which becomes a party to this Agreement by executing an Assignment
and Assumption Agreement.

         

        Ratable Share shall
mean the proportion that a Bank's Commitment (excluding the Swing Loan
Commitment) bears to the Commitments (excluding the Swing Loan Commitment) of
all of the Banks.

         

        Reference Currency
shall have the meaning assigned to such term in the definition of Equivalent
Amount.

         

        Regulated Substances
shall mean, without limitation, any substance, material or waste, regardless of
its form or nature, defined under Environmental Laws as a "hazardous substance,"
"pollutant," "pollution," "contaminant," "hazardous or toxic substance,"
"extremely hazardous substance," "toxic chemical," "toxic substance," "toxic
waste," "hazardous waste," "special handling waste," "industrial waste,"
"residual waste," "solid waste," "municipal waste," "mixed waste," "infectious
waste," "chemotherapeutic waste," "medical waste," "pesticide" or "regulated
substance" or any other substance, material or waste, regardless of its form or
nature, which is regulated, controlled or governed by Environmental Laws due to
its radioactive, ignitable, corrosive, reactive, explosive, toxic, carcinogenic
or infectious properties or nature or any other material, substance or waste,
regardless of its form or nature, which otherwise is regulated, controlled or
governed by Environmental Laws, including petroleum and petroleum products
(including crude oil and any fractions thereof), natural gas, synthetic gas and
any mixtures thereof, asbestos, urea formaldehyde, polychlorinated biphenyls,
mercury, radon and radioactive materials.

         

        Regulation U shall
mean Regulation U, T or X as promulgated by the Board of Governors of the
Federal Reserve System, as amended from time to time.

         

        Regulations shall
have the meaning assigned to that term in Section 10.17.1 [Tax Withholding
Clause]

         

        Reimbursement
Obligation shall have the meaning assigned to such term in
Section 2.9.3.2 [Disbursements, Reimbursement].

         

        Remedial Action shall
mean any investigation, identification, preliminary assessment,
characterization, delineation, feasibility study, cleanup, corrective action,
removal, remediation, risk assessment, fate and transport analysis, in situ
treatment, containment, operation and maintenance or management in-place,
control or abatement of or other response actions to Regulated Substances and
any closure or post-closure measures associated therewith.

         

        
          
             


          

          
            - 21
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        Reportable Event
shall mean a reportable event described in Section 4043 of ERISA and
regulations thereunder with respect to a Plan, a Multiemployer Plan or a
Multiple Employer Plan.

         

        Required Banks shall
mean:

         

        (A)           if
there are no Loans, Reimbursement Obligations or Letter of Credit Borrowings
outstanding, Banks (excluding any Defaulting Bank) whose Commitments (excluding
the Swing Loan Commitments) aggregate more than fifty percent (50%) of the
Commitments (excluding the Swing Loan Commitments) of all of the Banks
(excluding any Defaulting Bank), or

         

        (B)           if
there are Loans, Reimbursement Obligations, or Letter of Credit Borrowings
outstanding, any Bank or group of Banks (excluding any Defaulting Bank) if the
sum of the Loans (excluding the Swing Loans), Reimbursement Obligations and
Letter of Credit Borrowings of such Banks (excluding any Defaulting Bank) then
outstanding aggregates more than fifty percent (50%) of the total principal
amount of all of the Loans (excluding the Swing Loans), Reimbursement
Obligations and Letter of Credit Borrowings then outstanding.

         

        Reimbursement
Obligations and Letter of Credit Borrowings shall be deemed, for purposes of
this definition, to be in favor of the Administrative Agent and not a
participating Bank if such Bank has not made its Participation Advance in
respect thereof and shall be deemed to be in favor of such Bank to the extent of
its Participation Advance if it has made its Participation Advance in respect
thereof.

         

        Required Share shall
have the meaning assigned to such term in Section 4.10 [Settlement Date
Procedures].

         

        Revolving Credit Base Rate
Option shall mean the option of the Borrower to have Revolving Credit
Loans bear interest at the rate and under the terms and conditions set forth in
Section 3.1.1(i) [Revolving Credit Interest Rate Options].

         

        Revolving Credit
Commitment shall mean, as to any Bank at any time, the amount initially
set forth opposite its name on Schedule 1.1(B) in
the column labeled "Amount of Commitment for Revolving Credit Loans," and
thereafter on Schedule I to the most recent Assignment and Assumption Agreement,
and Revolving Credit
Commitments shall mean the aggregate Revolving Credit Commitments of all
of the Banks.

         

        Revolving Credit Euro-Rate
Option shall mean the option of the Borrower to have Revolving Credit
Loans bear interest at the rate and under the terms and conditions set forth in
Section 3.1.1(ii) [Revolving Credit Interest Rate Options].

         

        Revolving Credit
Loans shall mean collectively and Revolving Credit Loan
shall mean separately all Revolving Credit Loans or any Revolving Credit Loan
made by the Banks or one of the Banks to the Borrower pursuant to
Section 2.1 [Revolving Credit and Swing Loan Commitments] or 2.9.3
[Disbursements, Reimbursement].

         

        
          
             


          

          
            - 22
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        Revolving Credit Loan
Request shall mean a request for Revolving Credit Loans in accordance
with Section 2.4.1 [Revolving Credit Loan Requests] hereof.

         

        Revolving Credit
Notes shall mean collectively and Revolving Credit Note
shall mean separately all the Revolving Credit Notes of the Borrower in the form
of Exhibit 1.1(R)
evidencing the Revolving Credit Loans together with all amendments, extensions,
renewals, replacements, refinancings or refundings thereof in whole or in
part.

         

        RSC shall mean RSC
Insurance Services Ltd., a Bermuda company and its successors and
assigns.

         

        RSC/Borrower Letter of
Credit shall mean a Letter of Credit, in an amount not greater than the
amount from time to time of the RSC Letter of Credit, issued for the account of
the Borrower in favor of RSC to facilitate the underwriting by RSC of insurance
for franchisees of the Borrower in the ordinary course of the Borrower's
business and that the Borrower intends to be drawn against promptly following,
and in an amount equal to the amount of, any drafts drawn under the RSC Letter
of Credit.

         

        RSC Letter of Credit
shall mean a letter of credit issued for the account of RSC in favor of a
reinsurance company incidental to the underwriting by RSC of insurance for
franchisees of Borrower in the ordinary course of Borrower's
business.

         

        RSC Letter of Credit
(PNC) shall mean the RSC Letter of Credit so long as such letter of
credit is a Letter of Credit issued pursuant to the provisions of this
Agreement.

         

        Safety Complaints
shall mean any (i) notice of non-compliance or violation, citation or order
relating in any way to any Safety Law; (ii) civil, criminal, administrative or
regulatory investigation instituted by an Official Body relating in any way to
any Safety Law; (iii) administrative, regulatory or judicial action, suit,
claim or proceeding instituted by any Person or Official Body or any written
notice of liability or potential liability from any Person or Official Body, in
either instance, setting forth allegations relating to or a cause of action for
civil or administrative penalties, criminal fines or penalties, or declaratory
or equitable relief arising under any Safety Laws; or (iv) subpoena, request for
information or other written notice or demand of any type issued by an Official
Body pursuant to any Safety Laws.

         

        Safety Filings and
Records shall mean all notices, reports, records, plans, applications,
forms, logs, programs, manuals or other filings or documents relating or
pertaining to compliance with Safety Laws, including employee safety in the
workplace, employee injuries or fatalities, employee training, or the protection
of employees from exposure to Regulated Substances which pursuant to Safety Laws
or at the direction or order of any Official Body, the Loan Parties or any
Subsidiaries of any Loan Party either must submit to an Official Body or
otherwise must maintain in their records.

         

        Safety Laws shall
mean the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., as
amended, and any regulations promulgated thereunder or any equivalent foreign,
federal, state or local Law, each as amended, and any regulations promulgated
thereunder or any other foreign, federal, state or local Law, each as amended,
and any regulations promulgated thereunder, pertaining or relating to the
protection of employees from exposure to Regulated Substances in the workplace
(but excluding workers compensation and wage and hour laws).

         

        
          
             


          

          
            - 23
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        SEC shall mean the
Securities and Exchange Commission or any governmental agencies substituted
therefor.

         

        Section 20
Subsidiary  shall mean the Subsidiary of the bank holding
company controlling any Bank, which Subsidiary has been granted authority by the
Federal Reserve Board to underwrite and deal in certain Ineligible
Securities.

         

        Settlement Date shall
mean any Business Day on which the Administrative Agent elects to effect
settlement pursuant to Section 4.10 [Settlement Date Procedures].

         

        Solvent shall mean,
with respect to any Person on a particular date, that on such date (i) the
fair value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (ii) the present fair saleable value of the assets of such Person
is not less than the amount that will be required to pay the probable liability
of such Person on its debts as they become absolute and matured, (iii) such
Person is able to realize upon its assets and pay its debts and other
liabilities, contingent obligations and other commitments as they mature in the
normal course of business, (iv) such Person does not intend to, and does
not believe that it will, incur debts or liabilities beyond such Person's
ability to pay as such debts and liabilities mature, and (v) such Person is
not engaged in business or a transaction, and is not about to engage in business
or a transaction, for which such Person's property would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged.  In computing the amount of
contingent liabilities at any time, it is intended that such liabilities will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

         

        Standard & Poor's
shall mean Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc., and its successors.

         

        Standby Letter of
Credit shall mean a Letter of Credit issued to support obligations of one
or more of the Loan Parties or, solely with respect to the RSC Letter of Credit
(PNC), RSC, contingent or otherwise, which finance the working capital and
business needs of the Loan Parties incurred in the ordinary course of
business.

         

        SPL shall mean Star
Papa, LP, a Texas limited partnership and its successors and
assigns.

         

        
          
             


          

          
            - 24
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    Subsidiary of any
Person at any time shall mean (i) any corporation or trust of which fifty
percent (50%) or more (by number of shares or number of votes) of the
outstanding capital stock or shares of beneficial interest normally entitled to
vote for the election of one or more directors or trustees (regardless of any
contingency which does or may suspend or dilute the voting rights) is at such
time owned directly or indirectly by such Person or one or more of such Person's
Subsidiaries, (ii) any partnership of which such Person is a general
partner or of which fifty percent (50%) or more of the partnership interests are
at the time directly or indirectly owned by such Person or one or more of such
Person's Subsidiaries, (iii) any limited liability company of which such
Person is a member or of which fifty percent (50%) or more of the limited
liability company interests are at the time directly or indirectly owned by such
Person or one or more of such Person's Subsidiaries or (iv) any
corporation, trust, partnership, limited liability company or other entity which
is controlled or capable of being controlled by such Person or one or more of
such Person's Subsidiaries.

     

    Subsidiary Shares
shall have the meaning assigned to that term in Section 5.1.3 [Consents and
Approvals].

     

    Super-Majority Required
Banks shall mean:

     

    (i)           If
there are no Loans, Reimbursement Obligations or Letter of Credit Borrowings
outstanding, Super-Majority Required Banks shall mean Banks whose Commitments
(excluding the Swing Loan Commitments) aggregate at least sixty-six and
two-thirds of one percent (66-2/3%) of the Commitments (excluding the Swing Loan
Commitments) of all of the Banks; or

     

    (ii) if
there are Loans, Reimbursement Obligations, or Letter of Credit Borrowings
outstanding, any Bank or group of Banks if the sum of the Loans (excluding the
Swing Loans), Reimbursement Obligations and Letter of Credit Borrowings of such
Banks then outstanding aggregates at least sixty-six and two-thirds of one
percent (66-2/3%) of the total principal amount of all of the Loans (excluding
the Swing Loans), Reimbursement Obligations and Letter of Credit Borrowings then
outstanding.

     

    Reimbursement
Obligations and Letter of Credit Borrowings shall be deemed, for purposes of
this definition, to be in favor of the Administrative Agent and not a
participating Bank if such Bank has not made its Participation Advance in
respect thereof and  shall be deemed to be in favor of such Bank to
the extent of its Participation Advance if it has made its Participation Advance
in respect thereof.

     

    Swing Loan Commitment
shall mean PNC Bank's commitment to make Swing Loans to the Borrower pursuant to
Section 2.1.2 [Swing Loans] hereof in an aggregate principal amount up to
Fifteen Million and 00/100 Dollars ($15,000,000.00).

     

    Swing Note shall mean
the Swing Note of the Borrower in the form of Exhibit 1.1(S)
evidencing the Swing Loans, together with all amendments, extensions, renewals,
replacements, refinancings or refundings thereof in whole or in
part.

     

    Swing Loan Request
shall mean a request for Swing Loans made in accordance with Section 2.4.2
[Swing Loan Requests] hereof.

    

      
        
           


        

        
          - 25
-

          
            

          

        

        
           


        

      

    

     

    Swing Loans shall
mean collectively and Swing Loan shall mean
separately all Swing Loans or any Swing Loan made by PNC Bank to the Borrower
pursuant to Section 2.1.2 [Swing Loans] hereof.

     

    Syndication Agent
shall have the meaning assigned to such term in the preamble.

     

    Taxes shall have the
meaning assigned to that term in Section 4.8.1 [No Deductions].

     

    Transferor Bank shall
mean the selling Bank pursuant to an Assignment and Assumption
Agreement.

     

    USA Patriot Act shall
mean the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56, as
the same has been, or shall hereafter be, renewed, extended, amended or
replaced.

     

    VIE shall mean any
Person that is a variable interest entity pursuant to ASC 810, "Consolidations"
(previously referred to as Financial Accounting Standard Boards Interpretation
#46, "Consolidation of Variable Interest Entities" (FIN 46)).

     

    Website Posting shall
have the meaning assigned to that term in Section 10.6 [Notices; Lending
Offices].

     

    Withholding
Certificate shall have the meaning assigned to that term in
Section 10.17.1 [Tax Withholding Clause].

     

    
      	
               
      

            	
              1.2

            	
              Construction.

            


    

     

    Unless
the context of this Agreement otherwise clearly requires, the following rules of
construction shall apply to this Agreement and each of the other Loan
Documents:

     

    
      	
               
      

            	
              1.2.1.

            	
              Number;
      Inclusion.

            


    

     

    references
to the plural include the singular, the plural, the part and the whole; "or" has
the inclusive meaning represented by the phrase "and/or," and "including" has
the meaning represented by the phrase "including without
limitation";

     

    
      	
               
      

            	
              1.2.2.

            	
              Determination.

            


    

     

    references
to "determination" of or by the Administrative Agent or the Banks shall be
deemed to include good-faith estimates by the Administrative Agent or the Banks
(in the case of quantitative determinations) and good-faith beliefs by the
Administrative Agent or the Banks (in the case of qualitative determinations)
and such determination shall be conclusive absent manifest error;

     


    
      
         


      

      
        - 26
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.2.3.

            	
              Administrative Agent's
      Discretion and Consent.

            


    

     

    whenever
the Administrative Agent or the Banks are granted the right herein to act in its
or their sole discretion or to grant or withhold consent such right shall be
exercised in good faith;

     

    
      	
               
      

            	
              1.2.4.

            	
              Documents Taken as a
      Whole.

            


    

     

    the words
"hereof," "herein," "hereunder," "hereto" and similar terms in this Agreement or
any other Loan Document refer to this Agreement or such other Loan Document as a
whole and, unless otherwise specified herein, not to any particular provision of
this Agreement or such other Loan Document;

     

    
      	
               
      

            	
              1.2.5.

            	
              Headings.

            


    

     

    the
section and other headings contained in this Agreement or such other Loan
Document and the Table of Contents (if any), preceding this Agreement or such
other Loan Document are for reference purposes only and shall not control or
affect the construction of this Agreement or such other Loan Document or the
interpretation thereof in any respect;

     

    
      	
               
      

            	
              1.2.6.

            	
              Implied References to
      this Agreement.

            


    

     

    article,
section, subsection, clause, schedule and exhibit references are to this
Agreement or other Loan Document, as the case may be, unless otherwise
specified;

     

    
      	
               
      

            	
              1.2.7.

            	
              Persons.

            


    

     

    reference
to any Person includes such Person's successors and assigns but, if applicable,
only if such successors and assigns are permitted by this Agreement or such
other Loan Document, as the case may be, and reference to a Person in a
particular capacity excludes such Person in any other capacity;

     

    
      	
               
      

            	
              1.2.8.

            	
              Modifications to
      Documents.

            


    

     

    reference
to any agreement (including this Agreement and any other Loan Document together
with the schedules and exhibits hereto or thereto), document or instrument means
such agreement, document or instrument as amended, modified, replaced,
substituted for, superseded or restated;

     

    
      	
               
      

            	
              1.2.9.

            	
              From, To and
      Through.

            


    

     

    relative
to the determination of any period of time, "from" means "from and including,"
"to" means "to but excluding," and "through" means "through and including";
and

     

    
      	
               
      

            	
              1.2.10.

            	
              Shall;
      Will.

            


    

     

    references
to "shall" and "will" are intended to have the same meaning.


    
      
         


      

      
        - 27
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.3

            	
              Accounting
      Principles.

            


    

     

    Except as
otherwise provided in this Agreement, all computations and determinations as to
accounting or financial matters and all financial statements to be delivered
pursuant to this Agreement shall be made and prepared in accordance with GAAP
(including principles of consolidation where appropriate), and all accounting or
financial terms shall have the meanings ascribed to such terms by GAAP; provided, however, that all
accounting terms used in Section 7.2 [Negative Covenants] (and all defined
terms used in the definition of any accounting term used in Section 7.2
[Negative Covenants] shall have the meaning given to such terms (and defined
terms) under GAAP as in effect on the date hereof applied on a basis consistent
with those used in preparing the Annual Statements referred to in
Section 5.1.9(i) [Historical Statements].  In the event of any
change after the date hereof in GAAP, and if such change would result in the
inability to determine compliance with the financial covenants set forth in
Section 7.2 [Negative Covenants] based upon the Borrower's regularly
prepared financial statements by reason of the preceding sentence, then the
parties hereto agree to endeavor, in good faith, to agree upon an amendment to
this Agreement that would adjust such financial covenants in a manner that would
not affect the substance thereof, but would allow compliance therewith to be
determined in accordance with the Borrower's financial statements at that
time.

     

    
      	 	
              2.

            	
              REVOLVING CREDIT AND
      SWING LOAN FACILITIES

            


    

     

    
      	
               
      

            	
              2.1

            	
              Revolving Credit and
      Swing Loan Commitments.

            


    

     

    
      	
               
      

            	
              2.1.1.

            	
              Revolving Credit
      Loans.

            


    

     

    Subject
to the terms and conditions hereof and relying upon the representations and
warranties herein set forth, each Bank severally agrees to make Revolving Credit
Loans in either Dollars or one or more Optional Currencies to the Borrower at
any time or from time to time on or after the date hereof to the Expiration Date
provided that (i) after giving effect to each such Revolving Credit Loan the
aggregate Dollar Equivalent amount of Revolving Credit Loans from such Bank
shall not exceed such Bank's Revolving Credit Commitment minus such Bank's
Ratable Share of the Dollar Equivalent amount of Letters of Credit Outstanding,
and (ii) no Loan to which the Base Rate Option applies shall be made in an
Optional Currency.  Within such limits of time and amount and subject
to the other provisions of this Agreement, the Borrower may borrow, repay and
reborrow pursuant to this Section 2.1.1. The Borrower shall repay the
Revolving Credit Loans together with all outstanding interest thereon on the
Expiration Date.

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.1.2.

            	
              Swing
      Loans.

            


    


    Subject
to the terms and conditions hereof and relying upon the representations and
warranties herein set forth, and in order to facilitate loans and repayments
between Settlement Dates, PNC Bank may, at its option, cancelable at any time
for any reason whatsoever, make swing loans (the "Swing Loans") to the Borrower
at any time or from time to time after the date hereof to, but not including,
the Expiration Date, in an aggregate principal amount up to but not in excess of
Fifteen Million and 00/100 Dollars ($15,000,000.00) (the "Swing Loan
Commitment"), provided that the aggregate principal amount of PNC Bank's Swing
Loans and the Revolving Credit Loans of all the Banks and the Letters of Credit
Outstanding at any one time outstanding shall not exceed the Revolving Credit
Commitments of all the Banks.  Within such limits of time and amount
and subject to the other provisions of this Agreement, the Borrower may borrow,
repay and reborrow pursuant to this Section 2.1.2.

     

    
      	
               
      

            	
              2.2

            	
              Nature of Banks'
      Obligations with Respect to Revolving Credit
  Loans.

            


    

     

    Each Bank
shall be obligated to participate in each request for Revolving Credit Loans
pursuant to Section 2.4.1 [Revolving Credit Loan Requests] in accordance
with its Ratable Share.  The aggregate Dollar Equivalent amount of
each Bank's Revolving Credit Loans outstanding hereunder to the Borrower at any
time shall never exceed its Revolving Credit Commitment minus its Ratable Share
of outstanding Swing Loans and the Dollar Equivalent amount of Letters of Credit
Outstanding, subject to Section 4.5.1 [Currency Fluctuations].  The
obligations of each Bank hereunder are several.  The failure of any
Bank to perform its obligations hereunder shall not affect the Obligations of
the Borrower to any other party nor shall any other party be liable for the
failure of such Bank to perform its obligations hereunder.  The Banks
shall have no obligation to make Revolving Credit Loans hereunder on or after
the Expiration Date.

     

    
      	
               
      

            	
              2.3

            	
              Commitment
      Fees.

            


    

     

    Accruing
from the date hereof until the Expiration Date, the Borrower agrees to pay to
the Administrative Agent in Dollars for the account of each Bank, as
consideration for such Bank's Revolving Credit Commitment hereunder, a
nonrefundable commitment fee (the "Commitment Fee") equal to the Applicable
Commitment Fee Percentage (computed on the basis of a year of three hundred
sixty-five (365) or three hundred sixty-six (366) days, as the case may be, and
actual days elapsed) on the average daily difference between the amount of (i)
such Bank's Revolving Credit Commitment as the same may be constituted from time
to time (for purposes of this computation, PNC Bank's Swing Loans shall be
deemed to be borrowed amounts under its Revolving Credit Commitment) and the
(ii) sum of such Bank's Dollar Equivalent Amount of Revolving Credit Loans
outstanding plus the Dollar Equivalent Amount of its Ratable Share of Letters of
Credit Outstanding; provided, however, that any
Commitment Fee accrued with respect to the Revolving Credit Commitment of a
Defaulting Bank during the period prior to the time such Bank became a
Defaulting Bank and unpaid at such time shall not be payable by the Borrower so
long as such Bank shall be a Defaulting Bank except to the extent that such
Commitment Fee shall otherwise have been due and payable by the Borrower prior
to such time; and provided further that no Commitment Fee shall accrue with
respect to the Revolving Commitment of a Defaulting Bank so long as such Bank
shall be a Defaulting Bank.  All Commitment Fees shall be payable in
arrears on the first day of each October, January, April and July after the date
hereof and on the Expiration Date or upon acceleration of the
Loan.


    
      
         


      

      
        - 29
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.4

            	
              Revolving Credit Loan
      Requests; Swing Loan
Requests.

            


    

     

    
      	
               
      

            	
              2.4.1.

            	
              Revolving Credit Loan
      Requests.

            


    

     

    Except as
otherwise provided herein, the Borrower may from time to time prior to the
Expiration Date request the Banks to make Revolving Credit Loans, or renew or
convert the Interest Rate Option applicable to existing Revolving Credit Loans
pursuant to Section 3.2 [Interest Periods], by delivering to the
Administrative Agent, (i) not later than 12:00 noon, Pittsburgh, Pennsylvania
time, three (3) Business Days prior to the proposed Borrowing Date with respect
to the making of Revolving Credit Loans in Dollars to which the Euro-Rate Option
applies or the date of conversion to or the renewal of the Euro-Rate Option for
any such Loans; (ii) not later than 10:00 a.m., Pittsburgh, Pennsylvania time,
four (4) Business Days prior to the proposed Borrowing Date with respect to the
making of Revolving Credit Loans in an Optional Currency or the date of
conversion to or renewal of the Euro-Rate Option for Revolving Credit Loans in
an Optional Currency; and (iii) not later than 12:00 noon, Pittsburgh,
Pennsylvania time, one (1) Business Day prior to either the proposed Borrowing
Date with respect to the making of a Revolving Credit Loan to which the Base
Rate Option applies or the last day of the preceding Interest Period with
respect to the conversion to the Base Rate Option for any Loan, of a duly
completed request therefor substantially in the form of Exhibit 2.4.1 or
a request by telephone immediately confirmed in writing by letter, facsimile or
telex in the form of such exhibit (each, a "Revolving Credit Loan Request"), it
being understood that the Administrative Agent may rely on the authority of any
individual making such a telephonic request without the necessity of receipt of
such written confirmation.  Provided further that the aggregate Dollar
Equivalent amount of the sum of such Optional Currency Loans, after giving
effect to such Revolving Credit Loan Request, shall not exceed Twenty-Five
Million and 00/100 Dollars ($25,000,000.00).  Each Revolving Credit
Loan Request shall be irrevocable and shall specify (i) the proposed
Borrowing Date; (ii) the aggregate amount of the proposed Loans (expressed
in the currency in which such Loans shall be funded) comprising each Borrowing
Tranche, the amount of which shall be in integral multiples of Five Hundred
Thousand and 00/100 Dollars ($500,000.00) and not less than One Million and
00/100 Dollars ($1,000,000.00) for each Borrowing Tranche to which the Euro-Rate
Option applies and integral multiples of One Hundred Thousand and 00/100 Dollars
($100,000.00) and not less than the lesser of Five Hundred Thousand and 00/100
Dollars ($500,000.00) or the maximum amount available for Borrowing Tranches to
which the Base Rate Option applies; (iii) whether the Euro-Rate Option or
Base Rate Option shall apply to the proposed Loans comprising the applicable
Borrowing Tranche; (iv) the currency in which such Loans shall be funded if the
Borrower is electing the Euro-Rate Option; and (v) in the case of a
Borrowing Tranche to which the Euro-Rate Option applies, an appropriate Interest
Period for the Loans comprising such Borrowing Tranche.

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.4.2.

            	
              Swing Loan
      Requests.

            


    


    Except as
otherwise provided herein, the Borrower may from time to time prior to the
Expiration Date request PNC Bank to make Swing Loans by delivery to PNC Bank not
later than 10:00 a.m., Pittsburgh, Pennsylvania time, on the proposed Borrowing
Date of a duly completed request therefor substantially in the form of Exhibit 2.4.2 hereto
or a request by telephone immediately confirmed in writing by letter, facsimile
or telex (each, a "Swing Loan Request"), it being understood that the
Administrative Agent may rely on the authority of any individual making such a
telephonic request without the necessity of receipt of such written
confirmation.  Each Swing Loan Request shall be irrevocable and shall
specify the proposed Borrowing Date and the principal amount of such Swing Loan,
which shall be in integral multiples of One Hundred Thousand and 00/100 Dollars
($100,000.00) and not less than One Hundred Thousand and 00/100 Dollars
($100,000.00).

     

    
      	
               
      

            	
              2.5

            	
              Making Revolving
      Credit Loans and Swing Loans; Revolving Credit Notes and Swing
      Notes.

            


    

     

    
      	
               
      

            	
              2.5.1.

            	
              Making Revolving
      Credit Loans.

            


    

     

    The
Administrative Agent shall, promptly after receipt by it of a Revolving Credit
Loan Request pursuant to Section 2.4.1 [Revolving Credit Loan Requests],
notify the Banks of its receipt of such Revolving Credit Loan Request
specifying:  (i) the proposed Borrowing Date and the time and
method of disbursement of the Revolving Credit Loans requested thereby;
(ii) the amount, type and type of currency of each such Revolving Credit
Loan and the applicable Interest Period (if any); and (iii) the
apportionment among the Banks of such Revolving Credit Loans as determined by
the Administrative Agent in accordance with Section 2.2 [Nature of Banks'
Obligations].  Each Bank shall remit the principal amount of each
Revolving Credit Loan to the Administrative Agent such that the Administrative
Agent is able to, and the Administrative Agent shall, to the extent the Banks
have made funds available to it for such purpose and subject to Section 6.2
[Each Additional Loan], fund such Revolving Credit Loans to the Borrower in the
applicable currency and immediately available funds at the Principal Office
prior to 4:00 p.m., Pittsburgh, Pennsylvania time, on the applicable Borrowing
Date, provided
that if any Bank fails to remit such funds to the Administrative Agent in a
timely manner, the Administrative Agent may elect in its sole discretion to fund
with its own funds the Revolving Credit Loans of such Bank on such Borrowing
Date, and such Bank shall be subject to the repayment obligation in
Section 9.16 [Availability of Funds].

     

    
      	
               
      

            	
              2.5.2.

            	
              Making Swing
      Loans.

            


    

     

    So long
as PNC Bank elects to make Swing Loans, PNC Bank shall, after receipt by it of a
Swing Loan Request pursuant to Section 2.4.2 [Swing Loan Requests], fund such
Swing Loan to the Borrower in U.S. Dollars and immediately available funds at
the Principal Office prior to 2:00 p.m., Pittsburgh, Pennsylvania time on the
Borrowing Date.

     

    
      	
               
      

            	
              2.5.3.

            	
              Revolving Credit
      Notes.

            


    

     

    The
obligation of the Borrower to repay the aggregate unpaid principal amount of the
Revolving Credit Loans made to it by each Bank, together with interest thereon,
shall be evidenced by a Revolving Credit Note dated the Closing Date payable to
the order of such Bank in a face amount equal to the Revolving Credit Commitment
of such Bank.


    
      
         


      

      
        - 31
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.5.4.

            	
              Swing
      Note.

            


    

     

    The
obligation of the Borrower to repay the aggregate unpaid principal amount of the
Swing Loans made to it by PNC Bank, together with interest thereon, shall be
evidenced by a Swing Note dated the Closing Date payable to the order of PNC
Bank in a face amount equal to the Swing Loan Commitment.

     

    
      	
               
      

            	
              2.6

            	
              Borrowings to Repay
      Swing Loans.

            


    

     

    PNC Bank
may, at its option, exercisable at any time for any reason whatsoever, demand
repayment of the Swing Loans, and each Bank shall make a Revolving Credit Loan
in an amount equal to such Bank's Ratable Share of the aggregate principal
amount of the outstanding Swing Loans, plus, if PNC Bank so requests, accrued
interest thereon, provided that no Bank
shall be obligated in any event to make Revolving Credit Loans in excess of its
Revolving Credit Commitment less its Ratable Share of the Dollar Equivalent
Amount of Letters of Credit Outstanding.  Revolving Credit Loans made
pursuant to the preceding sentence shall bear interest at the Base Rate Option
and shall be deemed to have been properly requested in accordance with Section
2.4.1 [Revolving Credit Loans] without regard to any of the requirements of that
provision.  PNC Bank shall provide notice to the Banks (which may be
telephonic, written, or facsimile notice) that such Revolving Credit Loans are
to be made under this Section 2.6 [Borrowings to Repay Swing Loans] and of the
apportionment among the Banks, and the Banks shall be unconditionally obligated
to fund such Revolving Credit Loans (whether or not the conditions specified in
Section 2.4.1 [Revolving Credit Loans] are then satisfied) by the time PNC
Bank so requests, which shall not be earlier than 2:00 p.m., Pittsburgh,
Pennsylvania time on the next Business Day after the date the Banks receive such
notice from PNC Bank.

     

    
      	
               
      

            	
              2.7

            	
              Use of
      Proceeds.

            


    

     

    The
proceeds of the Revolving Credit Loans shall be used (i) to repay certain
existing Indebtedness of the Borrower including amounts due under the Prior Loan
Documents, (ii) to provide working capital to the Borrower, and (iii) for
general corporate purposes of the Borrower, including transaction costs and
expenses, capital expenditures, letters of credit, stock repurchases, Permitted
Acquisitions and Permitted Investments.

     

    
      	
               
      

            	
              2.8

            	
              Utilization of
      Commitments in Optional
Currencies.

            


    

     

    
      	
               
      

            	
              2.8.1.

            	
              Periodic Computations
      of Dollar Equivalent Amounts of Loans and Letters of Credit
      Outstanding.

            


    

     

    The
Administrative Agent will determine the Dollar Equivalent amount of
(i) proposed Revolving Credit Loans or Letters of Credit to be denominated
in an Optional Currency as of the requested Borrowing Date or date of issuance,
as the case may be, (ii) Letters of Credit Outstanding denominated in an
Optional Currency as of the last Business Day of each month, and
(iii) outstanding Revolving Credit Loans denominated in an Optional
Currency as of the end of each Interest Period (each such date under clauses (i)
through (iii), a "Computation Date").


    
      
         


      

      
        - 32
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.8.2.

            	
              Notices From Banks
      That Optional Currencies Are Unavailable to Fund New
      Loans.

            


    

     

    The Banks
shall be under no obligation to make the Revolving Credit Loans requested by the
Borrower which are denominated in an Optional Currency if any Bank notifies the
Administrative Agent by 5:00 p.m., Pittsburgh, Pennsylvania time four (4)
Business Days prior to the Borrowing Date for such Loans that such Bank cannot
provide its share of such Loans in such Optional Currency due to the
introduction of, or any change in, any applicable Law or any change in the
interpretation or administration thereof by any Official Body charged with the
interpretation or administration thereof, or compliance by such Bank (or any of
its lending offices) with any request or directive (whether or not having the
force of Law) of any such Official Body which would make it unlawful or
impossible for such Bank (or any of its lending offices) to honor its
obligations hereunder to make a Loan in an Optional Currency.  In the
event the Administrative Agent timely receives a notice from a Bank pursuant to
the preceding sentence, the Administrative Agent will notify the Borrower no
later than 12:00 noon, Pittsburgh, Pennsylvania time, three (3) Business Days
prior to the Borrowing Date for such Loans that the Optional Currency is not
then available for such Loans, and the Administrative Agent shall promptly
thereafter notify the Banks of the same.  If the Borrower receives a
notice described in the preceding sentence, the Loan Request for such Loans will
be automatically cancelled.

     

    
      	
               
      

            	
              2.8.3.

            	
              Notices From Banks
      That Optional Currencies Are Unavailable to Fund Renewals of the Euro-Rate
      Option.

            


    

     

    If the
Borrower delivers a Loan Request requesting that the Banks renew the Euro-Rate
Option with respect to an outstanding Borrowing Tranche of Revolving Credit
Loans denominated in an Optional Currency, the Banks shall be under no
obligation to renew such Euro-Rate Option if any Bank delivers to the
Administrative Agent a notice by 5:00 p.m., Pittsburgh, Pennsylvania time four
(4) Business Days prior to effective date of such renewal that such Bank cannot
continue to provide Revolving Credit Loans in such Optional
Currency.  In the event the Administrative Agent timely receives a
notice from a Bank pursuant to the preceding sentence, the Administrative Agent
will notify the Borrower no later than 12:00 noon, Pittsburgh, Pennsylvania
time, three (3) Business Days prior to the renewal date that the renewal of such
Revolving Credit Loans in such Optional Currency is not then available, and the
Administrative Agent shall promptly thereafter notify the Banks of the
same.  If the Administrative Agent shall have so notified the Borrower
that any such continuation of Optional Currency Loans is not then available, any
notice of renewal with respect thereto shall be deemed withdrawn, and such
Optional Currency Loans shall be redenominated into Base Rate Loans in Dollars
with effect from the last day of the Interest Period with respect to any such
Optional Currency Loans.  The Administrative Agent will promptly
notify the Borrower and the Banks of any such redenomination, and in such
notice, the Administrative Agent will state the aggregate Dollar Equivalent
amount of the redenominated Optional Currency Loans as of the Computation Date
with respect thereto and such Bank's Ratable Share thereof.


    
      
         


      

      
        - 33
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              2.8.4.

            	
              Requests for
      Additional Optional
Currencies.

            


    

     

    The
Borrower may deliver to the Administrative Agent a written request that
Revolving Credit Loans hereunder also be permitted to be made in any other
lawful currency (other than Dollars), in addition to the currencies specified in
the definition of "Optional Currency" herein provided that such currency must be
freely traded in the offshore interbank foreign exchange markets, freely
transferable, freely convertible into Dollars and available to the Banks in the
applicable interbank market.  The Administrative Agent will promptly
notify the Banks of any such request promptly after the Administrative Agent
receives such request.  The Administrative Agent and each Bank may
grant or accept such request in their sole discretion.  The
Administrative Agent will promptly notify the Borrower of the acceptance or
rejection by the Administrative Agent and each of the Banks of the Borrower's
request.  The requested currency shall be approved as an Optional
Currency hereunder only if the Administrative Agent and all of the Banks approve
of the Borrower's request.

     

    
      	
               
      

            	
              2.9

            	
              Letter of Credit
      Subfacility.

            


    

     

    
      	
               
      

            	
              2.9.1.

            	
              Issuance of Letters of
      Credit.

            


    

     

    Borrower
may request the issuance of (or modification of any issued) letters of credit
(each a "Letter of Credit") on behalf of itself, another Loan Party, or, solely
with respect to the RSC Letter of Credit (PNC), RSC, by delivering or having
such other Loan Party or RSC, as applicable, deliver to the Administrative Agent
a completed application and agreement for letters of credit and such other
certificates, documents, agreements including reimbursement agreements and other
papers and documentation in such form as the Administrative Agent may specify
from time to time by no later than 10:00 a.m., Pittsburgh, Pennsylvania time, at
least five (5) Business Days, or such shorter period as may be agreed to by the
Administrative Agent, in advance of the proposed date of
issuance.  Each Letter of Credit shall be a Standby Letter of Credit
or a Commercial Letter of Credit and may be denominated in either Dollars or an
Optional Currency.  Subject to the terms and conditions hereof and in
reliance on the agreements of the other Banks set forth in this Section 2.9
[Letter of Credit Subfacility], the Administrative Agent or any of the
Administrative Agent's Affiliates will issue a Letter of Credit provided that
each Letter of Credit shall (A) have a maximum maturity of twelve (12)
months from the date of issuance, and (B) in no event expire later than ten
(10) Business Days prior to the Expiration Date, provided, further, that a
Letter of Credit may expire after the Expiration Date if the Borrower provides
cash collateral acceptable to the Administrative Agent in its sole discretion no
later than sixty (60) days prior to the Expiration Date, and providing that in
no event shall (i) the Dollar Equivalent amount of Letters of Credit
Outstanding exceed, at any one time, Sixty Million and 00/100 Dollars
($60,000,000.00) or (ii) the Dollar Equivalent Revolving Facility Usage
exceed, at any one time, the Revolving Credit
Commitments.  Notwithstanding any other provision hereof, neither the
Administrative Agent, nor any of the Administrative Agent's Affiliates shall be
required to issue any Letter of Credit, if any Bank is at such time a Defaulting
Bank hereunder, unless the Administrative Agent has entered into satisfactory
arrangements with the Borrower or such Defaulting Bank to eliminate the
Administrative Agent's risk with respect to such Defaulting Bank (it being
understood that the Administrative Agent would consider the Borrower providing
cash collateral to the Administrative Agent to secure the Defaulting Bank's
Ratable Share of the Letter of Credit a satisfactory
arrangement).  Each Existing Letter of Credit shall be deemed to have
been issued hereunder on the Closing Date by PNC Bank as the
issuer.  Each Existing Letter of Credit shall be deemed to be a Letter
of Credit for all purposes of this Agreement.


    
      
         


      

      
        - 34
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              2.9.2.

            	
              Letter of Credit
      Fees.

            


    

     

    The
Borrower shall pay (on behalf of RSC, in the case of the RSC Letter of Credit
(PNC)) in Dollars (i) to the Administrative Agent for the ratable account
of the Banks a fee (the "Letter of Credit Fee") equal to the Applicable Letter
of Credit Fee Percentage (computed on the basis of a year of 360 days and actual
days elapsed), and (ii) to the Administrative Agent for its own account a
fronting fee equal to one eighth of one percent (.125%) per annum (computed on
the basis of a year of 360 days and actual days elapsed), which fees shall be
computed on the daily average Dollar Equivalent amount of Letters of Credit
Outstanding and shall be payable quarterly in arrears commencing with the first
day of each October, January, April and July following issuance of each Letter
of Credit and on the Expiration Date.  The Borrower shall also pay (on
behalf of RSC, in the case of the RSC Letter of Credit (PNC)) to the
Administrative Agent in Dollars for the Administrative Agent's sole account the
Administrative Agent's then in effect customary fees and administrative expenses
payable with respect to the Letters of Credit as the Administrative Agent may
generally charge or incur from time to time in connection with the issuance,
maintenance, modification (if any), assignment or transfer (if any), negotiation, and
administration of Letters of Credit.

     

    
      	
               
      

            	
              2.9.3.

            	
              Disbursements,
      Reimbursement.

            


    

     

    2.9.3.1     Immediately
upon the issuance of each Letter of Credit, each Bank shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the
Administrative Agent a participation in such Letter of Credit and each drawing
thereunder in an amount equal to such Bank's Ratable Share of the maximum amount
available to be drawn under such Letter of Credit and the amount of such
drawing, respectively.

     

    2.9.3.2     In
the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the Administrative Agent will promptly notify
the Borrower (or RSC, in the case of the RSC Letter of Credit (PNC))
thereof.  Provided that it shall have received such notice by 10:00
a.m., Pittsburgh, Pennsylvania time, (any notice received after 10:00 a.m.,
Pittsburgh, Pennsylvania time, on a particular day shall be deemed to have been
received by 10:00 a.m., Pittsburgh, Pennsylvania time, on the next Business
Day), on the applicable Drawing Date, the Borrower (or RSC, in the case of the
RSC Letter of Credit (PNC)) shall reimburse (such obligation to reimburse the
Administrative Agent shall sometimes be referred to as a "Reimbursement
Obligation") the Administrative Agent in Dollars prior to 12:00 noon,
Pittsburgh, Pennsylvania time, on each date that an amount is paid by the
Administrative Agent under any Letter of Credit (each such date, a "Drawing
Date") in an amount equal to the Dollar Equivalent amount so paid by the
Administrative Agent.  In the event the Borrower (or RSC, in the case
of the RSC Letter of Credit (PNC)) fails to pay the Administrative Agent the
full Dollar Equivalent amount of any drawing under any Letter of Credit by 12:00
noon, Pittsburgh, Pennsylvania time, on the Drawing Date, the Administrative
Agent will promptly notify each Bank thereof, and the Borrower shall be deemed
to have requested that Revolving Credit Loans be made by the Banks in Dollars
under the Base Rate Option to be disbursed on the Drawing Date under such Letter
of Credit, subject to the amount of the unutilized portion of the Revolving
Credit Commitment and subject to the conditions set forth in Section 6.2
[Each Additional Loan] other than any notice requirements.  Any notice
given by the Administrative Agent pursuant to this Section 2.9.3.2
[Disbursements, Reimbursement] may be oral if immediately confirmed in writing;
provided that the lack of such an immediate confirmation shall not affect the
conclusiveness or binding effect of such notice.


    
      
         


      

      
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    2.9.3.3     Each
Bank shall upon any notice pursuant to Section 2.9.3.2 [Disbursements,
Reimbursement] pay to the Administrative Agent an amount in Dollars in
immediately available funds equal to its Ratable Share of the Dollar Equivalent
amount of the drawing, whereupon the participating Banks shall (subject to
Section 2.9.3.4) each be deemed to have made a Revolving Credit Loan in Dollars
under the Base Rate Option to the Borrower in that amount.  If any
Bank so notified fails to make available in Dollars to the Administrative Agent
for the account of the Administrative Agent the amount of such Bank's Ratable
Share of such Dollar Equivalent amount by no later than 2:00 p.m., Pittsburgh,
Pennsylvania time on the Drawing Date, then interest shall accrue on such Bank's
obligation to make such payment, from the Drawing Date to the date on which such
Bank makes such payment (i) at a rate per annum equal to the Federal Funds
Effective Rate during the first three (3) days following the Drawing Date and
(ii) at a rate per annum equal to the rate applicable to Loans under the
Revolving Credit Base Rate Option on and after the fourth (4th) day
following the Drawing Date.  The Administrative Agent will promptly
give notice of the occurrence of the Drawing Date, but failure of the
Administrative Agent to give any such notice on the Drawing Date or in
sufficient time to enable any Bank to effect such payment on such date shall not
relieve such Bank from its obligations to fund under this Section 2.9.3.3
[Disbursements, Reimbursement] upon receipt of such notice.

     

    2.9.3.4     With
respect to any unreimbursed drawing that is not converted into Revolving Credit
Loans under the Base Rate Option to the Borrower in whole or in part as
contemplated by Section 2.9.3.2 [Disbursements, Reimbursement] because of
the Borrower's failure to satisfy the conditions set forth in Section 6.2 [Each
Additional Loan or Letter of Credit] other than any notice requirements or for
any other reason, the Borrower shall be deemed to have incurred from the
Administrative Agent a borrowing (each a "Letter of Credit Borrowing") in
Dollars in the Dollar Equivalent amount of such drawing.  Such Letter
of Credit Borrowing shall be due and payable on demand (together with interest)
and shall bear interest at the rate per annum applicable to the Revolving Credit
Loans under the Base Rate Option.  Each Bank's payment to the
Administrative Agent pursuant to Section 2.9.3.3 [Disbursements, Reimbursement]
shall be deemed to be a payment in respect of its participation in such Letter
of Credit Borrowing and shall constitute a "Participation Advance" from such
Bank in satisfaction of its participation obligation under this Section 2.9.3
[Disbursements, Reimbursements].

     

    
      
        
        

      

      
        - 36
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              2.9.4.

            	
              Repayment of
      Participation Advances.

            


    

     

    2.9.4.1     Upon
(and only upon) receipt by the Administrative Agent for its account of
immediately available funds from the Borrower (i) in reimbursement of any
payment made by the Administrative Agent under the Letter of Credit with respect
to which any Bank has made a Participation Advance to the Administrative Agent,
or (ii) in payment of interest on such a payment made by the Administrative
Agent under such a Letter of Credit, the Administrative Agent will pay to each
Bank, in the same funds as those received by the Administrative Agent, the
amount of such Bank's Ratable Share of such funds, except the Administrative
Agent shall retain the amount of the Ratable Share of such funds of any Bank
that did not make a Participation Advance in respect of such payment by
Administrative Agent.

     

    2.9.4.2     If
the Administrative Agent is required at any time to return to any Loan Party, or
to a trustee, receiver, liquidator, custodian, or any official in any Insolvency
Proceeding, any portion of the payments made by any Loan Party to the
Administrative Agent pursuant to Section 2.9.4.1 [Repayment of
Participation Advances] in reimbursement of a payment made under the Letter of
Credit or interest or fee thereon, each Bank shall, on demand of the
Administrative Agent, forthwith return to the Administrative Agent the amount of
its Ratable Share of any amounts so returned by the Administrative Agent plus
interest thereon from the date such demand is made to the date such amounts are
returned by such Bank to the Administrative Agent, at a rate per annum equal to
the Federal Funds Effective Rate in effect from time to time.

     

    
      	
               
      

            	
              2.9.5.

            	
              Documentation.

            


    

     

    Each Loan
Party (and RSC, in the case of the RSC Letter of Credit (PNC)) agrees to be
bound by the terms of the Administrative Agent's application and agreement for
letters of credit and the Administrative Agent's written regulations and
customary practices relating to letters of credit, though such interpretation
may be different from such Loan Party's (or RSC's, in the case of the RSC Letter
of Credit (PNC)) own.  In the event of a conflict between such
application or agreement and this Agreement, this Agreement shall
govern.  It is understood and agreed that, except in the case of gross
negligence or willful misconduct, the Administrative Agent shall not be liable
for any error, negligence and/or mistakes, whether of omission or commission, in
following any Loan Party's (or RSC's, in the case of the RSC Letter of Credit
(PNC)) instructions or those contained in the Letters of Credit or any
modifications, amendments or supplements thereto.

     

    
      	
               
      

            	
              2.9.6.

            	
              Determinations to
      Honor Drawing Requests.

            


    

     

    In
determining whether to honor any request for drawing under any Letter of Credit
by the beneficiary thereof, the Administrative Agent shall be responsible only
to determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face
with the requirements of such Letter of Credit.

     

    
      
        
        

      

      
        - 37
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              2.9.7.

            	
              Nature of
      Participation and Reimbursement
  Obligations.

            


    


    Each
Bank's obligation in accordance with this Agreement to make the Revolving Credit
Loans or Participation Advances, as contemplated by Section 2.9.3
[Disbursements, Reimbursement], as a result of a drawing under a Letter of
Credit, and the Obligations of the Borrower (or RSC, in the case of the RSC
Letter of Credit (PNC)) to reimburse the Administrative Agent upon a draw under
a Letter of Credit, shall be absolute, unconditional and irrevocable, and shall
be performed strictly in accordance with the terms of this Section 2.9
[Letter of Credit Subfacility] under all circumstances, including the following
circumstances:

     

    (i)           any
set-off, counterclaim, recoupment, defense or other right which such Bank may
have against the Administrative Agent or any of its Affiliates, the Borrower,
any other Loan Party, RSC or any other Person for any reason
whatsoever;

     

    (ii)          the
failure of any Loan Party, RSC or any other Person to comply, in connection with
a Letter of Credit Borrowing, with the conditions set forth in Section 2.1
[Revolving Credit Commitments], 2.4 [Revolving Credit Loan Requests], 2.5
[Making Revolving Credit Loans] or 6.2 [Each Additional Loan] or as otherwise
set forth in this Agreement for the making of a Revolving Credit Loan, it being
acknowledged that such conditions are not required for the making of a Letter of
Credit Borrowing and the obligation of the Banks to make Participation Advances
under Section 2.9.3 [Disbursements, Reimbursement];

     

    (iii)         any
lack of validity or enforceability of any Letter of Credit;

     

    (iv)         any
claim of breach of warranty that might be made by any Loan Party, RSC or any
Bank against any beneficiary of a Letter of Credit, or the existence of any
claim, set-off, recoupment, counterclaim, crossclaim, defense or other right
which any Loan Party, RSC or any Bank may have at any time against a
beneficiary, successor beneficiary any transferee or assignee of any Letter of
Credit or the proceeds thereof (or any Persons for whom any such transferee may
be acting), the Administrative Agent or its Affiliates or any Bank or any other
Person or, whether in connection with this Agreement, the transactions
contemplated herein or any unrelated transaction (including any underlying
transaction between any Loan Party, RSC or Subsidiaries of a Loan Party and the
beneficiary for which any Letter of Credit was procured);

     

    (v)          the
lack of power or authority of any signer of (or any defect in or forgery of any
signature or endorsement on) or the form of or lack of validity, sufficiency,
accuracy, enforceability or genuineness of any draft, demand, instrument,
certificate or other document presented under or in connection with any Letter
of Credit, or any fraud or alleged fraud in connection with any Letter of
Credit, or the transport of any property or provisions of services relating to a
Letter of Credit, in each case even if the Administrative Agent has been
notified thereof;

     

    (vi)         payment
by the Administrative Agent or any of its Affiliates under any Letter of Credit
against presentation of a demand, draft or certificate or other document which
does not comply with the terms of such Letter of Credit;

     

    (vii)        the
solvency of, or any acts of omissions by, any beneficiary of any Letter of
Credit, or any other Person having a role in any transaction or obligation
relating to a Letter of Credit, or the existence, nature, quality, quantity,
condition, value or other characteristic of any property or services relating to
a Letter of Credit;


    
      
         


      

      
        - 38
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    (viii)       any
failure by the Administrative Agent to issue any Letter of Credit in the form
requested by any Loan Party (or RSC, in the case of the RSC Letter of Credit
(PNC)), unless the Administrative Agent has received written notice from such
Loan Party (or RSC, in the case of the RSC Letter of Credit (PNC)) of such
failure within six (6) Business Days after the Administrative Agent shall have
furnished such Loan Party or RSC, as applicable, a copy of such Letter of Credit
and such error is material and no drawing has been made thereon prior to receipt
of such notice;

     

    (ix)         any
adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of any Loan Party, RSC or Subsidiaries of
a Loan Party;

     

    (x)          any
breach of this Agreement or any other Loan Document by any party
thereto;

     

    (xi)         the
occurrence or continuance of an Insolvency Proceeding with respect to any Loan
Party (or RSC, in the case of the RSC Letter of Credit (PNC));

     

    (xii)        the
fact that an Event of Default or a Potential Default shall have occurred and be
continuing;

     

    (xiii)       the
fact that the Expiration Date shall have passed or this Agreement or the
Commitments hereunder shall have been terminated; and,

     

    (xiv)       any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing.

     

    
      	
               
      

            	
              2.9.8.

            	
              Indemnity.

            


    

     

    In
addition to amounts payable as provided in Section 9.5 [Reimbursement and
Indemnification of Administrative Agent by Loan Parties], the Loan Parties (and
RSC, in the case of the RSC Letter of Credit (PNC)) hereby agree to protect,
indemnify, pay and save harmless the Administrative Agent and any of its
Affiliates that has issued a Letter of Credit from and against any and all
claims, demands, liabilities, damages, taxes, penalties, interest, judgments,
losses, costs, charges and expenses (including reasonable fees, expenses and
disbursements of counsel and allocated costs of internal counsel) which the
Administrative Agent or any of its Affiliates may incur or be subject to as a
consequence, direct or indirect, of the issuance of any Letter of Credit, other
than as a result of (A) the gross negligence or willful misconduct of the
Administrative Agent or any of its Affiliates as determined by a final judgment
of a court of competent jurisdiction or (B) the wrongful dishonor by the
Administrative Agent or any of its Affiliates of a proper demand for payment
made under any Letter of Credit, except if such dishonor resulted from any act
or omission, whether rightful or wrongful, of any present or future de jure or de facto government or
Official Body (all such acts or omissions herein called "Governmental
Acts").


    
      
         


      

      
        - 39
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              2.9.9.

            	
              Liability for Acts and
      Omissions.

            


    

     

    As
between any Loan Party (or RSC, in the case of the RSC Letter of Credit (PNC))
and the Administrative Agent, or any of its Affiliates, such Loan Party (or RSC,
in the case of the RSC Letter of Credit (PNC)) assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit by, the respective
beneficiaries of such Letters of Credit.  In furtherance and not in
limitation of the foregoing, the Administrative Agent shall not be responsible
for any of the following including any losses or damages to any Loan Party (or
RSC, in the case of the RSC Letter of Credit (PNC)) or other Person or property
relating therefrom:  (i) the form, validity, sufficiency,
accuracy, genuineness or legal effect of any document submitted by any party in
connection with the application for an issuance of any such Letter of Credit,
even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged (even if the Administrative Agent
or any of its Affiliates shall have been notified thereof); (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) the failure of the
beneficiary of any such Letter of Credit, or any other party to which such
Letter of Credit may be transferred, to comply fully with any conditions
required in order to draw upon such Letter of Credit or any other claim of any
Loan Party (or RSC, in the case of the RSC Letter of Credit (PNC)) against any
beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among any Loan Party (or RSC, in the case of the RSC Letter of Credit
(PNC)) and any beneficiary of any Letter of Credit or any such transferee;
(iv) errors, omissions, interruptions or delays in transmission or delivery
of any messages, by mail, electronic mail, cable, telex or otherwise, whether or
not they be in cipher; (v) errors in interpretation of technical terms;
(vi) any loss or delay in the transmission or otherwise of any document
required in order to make a drawing under any such Letter of Credit or of the
proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of the
Administrative Agent or any of its Affiliates, as applicable, including any
Governmental Acts, and none of the above shall affect or impair, or prevent the
vesting of, any of the Administrative Agent's or any of its Affiliate's rights
or powers hereunder.  Nothing in the preceding sentence shall relieve
the Administrative Agent from liability for the Administrative Agent's gross
negligence or willful misconduct in connection with actions or omissions
described in such clauses (i) through (viii) of such sentence.  In no
event shall the Administrative Agent or any of its Affiliates be liable to any
Loan Party or RSC for any indirect, consequential, incidental, punitive,
exemplary or special damages or expenses (including without limitation
attorneys' fees), or for any damages resulting from any change in the value of
any property relating to a Letter of Credit.


    
      
         


      

      
        - 40
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    Without
limiting the generality of the foregoing, the Administrative Agent and each of
its Affiliates (i) may rely on any oral or other communication believed in good
faith by the Administrative Agent or such Affiliate to have been authorized or
given by or on behalf of the applicant Loan Party (or RSC, in the case of the
RSC Letter of Credit (PNC)) for a Letter of Credit, (ii) may honor any
presentation if the documents presented appear on their face substantially to
comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether
such dishonor was pursuant to a court order, to settle or compromise any claim
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to
the same extent as if such presentation had initially been honored, together
with any interest paid by the Administrative Agent or its Affiliate; (iv) may
honor any drawing that is payable upon presentation of a statement advising
negotiation or payment, upon receipt of such statement (even if such statement
indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to
arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay
any paying or negotiating bank claiming that it rightfully honored under the
Laws or practices of the place where such bank is located; and (vi) may settle
or adjust any claim or demand made on the Administrative Agent or its Affiliate
in any way related to any order issued at the applicant's request to an air
carrier, a letter of guarantee or of indemnity issued to a carrier or any
similar document (each an "Order") and honor any drawing in connection with any
Letter of Credit that is the subject to such Order, notwithstanding that any
drafts or other documents presented in connection with such Letter of Credit
fail to conform in any way with such Letter of Credit.

     

    In
furtherance and extension and not in limitation of the specific provisions set
forth above, any action taken or omitted by the Administrative Agent or any of
its Affiliates under or in connection with the Letters of Credit issued by it or
any documents and certificates delivered thereunder, if taken or omitted in good
faith, shall not put the Administrative Agent or any of its Affiliates under any
resulting liability to the Borrower or any Bank.

     

    
      	
               
      

            	
              2.10

            	
              Increase of Revolving
      Credit Commitments.

            


    

     

    If at any
time after the Closing Date, and so long as no Event of Default or Potential
Default has occurred and is continuing, the Borrower desires to increase the
Revolving Credit Commitments, the Borrower shall notify the Administrative
Agent, who will promptly notify each Bank thereof, provided that any such
increase shall be in a minimum amount of Twenty Five Million and 00/100 Dollars
($25,000,000.00) and the aggregate of all such increases shall not exceed
Seventy-Five Million and 00/100 Dollars ($75,000,000.00), without the prior
consent of all of the Banks.  The existing Banks shall have the right
at any time within thirty (30) days following such notice to increase their
respective Revolving Credit Commitments so as to provide such additional
Revolving Credit Commitment pro-rata in accordance with the Ratable Share of
each, and any portion of such requested increase which is not provided by any
such existing Bank shall be available to the other existing Banks; provided,
that if more than one existing Bank desires to increase its Revolving Credit
Commitment in respect of the portion not provided by an existing Bank, such
participating Banks shall provide such portion of the additional Revolving
Credit Commitments on a pro rata basis in accordance with the proportion that
their respective Ratable Share bears to each other, and thereafter, to the
extent not provided by existing Banks, to any additional lending institution or
institutions proposed by the Borrower and which is approved by the
Administrative Agent and which becomes a party to this Agreement pursuant to
documentation reasonably acceptable to the Administrative Agent and prepared at
the Borrower's expense, which documentation may be executed by the Borrower and
the Administrative Agent (as agent for the Banks) without further consent or
action of the Banks, such consent hereby deemed to be irrevocably given to the
Administrative Agent by the Banks; provided, however, that the
Borrower shall have the right to have all of such increase provided by such
approved additional lending institution or institutions if all the existing
Banks decline to increase their Revolving Credit Commitments to accommodate any
such requested increase.  In the event of any such increase in the
aggregate Revolving Credit Commitments and in the Revolving Credit Commitment of
any Bank effected pursuant to the terms of this Section 2.10, new Notes shall,
to the extent deemed reasonably necessary or appropriate by the Administrative
Agent, be executed and delivered by the Borrower and, to the extent deemed
appropriate by the Administrative Agent, the surrender and cancellation of
existing Note(s); and the Borrower shall execute and deliver such additional
documentation setting forth the new Revolving Credit Commitments and Ratable
Shares as the Administrative Agent shall reasonably request (which documentation
may be executed by the Borrower and the Administrative Agent (as agent for the
Banks) without further consent or action of the Banks, such consent herein is
deemed to be irrevocably given to the Administrative Agent by the
Banks).


    
      
         


      

      
        - 41
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              2.11

            	
              Currency
      Repayments.

            


    

     

    Notwithstanding
anything contained herein to the contrary, the entire amount of principal of and
interest on any Loan made in an Optional Currency shall be repaid in the same
Optional Currency in which such Loan was made, provided, however, that if it is
impossible or illegal for Borrower to effect payment of a Loan in the Optional
Currency in which such Loan was made, or if Borrower defaults in its obligations
to do so, the Required Banks may at their option permit such payment to be made
(i) at and to a different location, subsidiary, affiliate or correspondent of
Administrative Agent, or (ii) in the Equivalent Amount of Dollars or (iii) in an
Equivalent Amount of such other currency (freely convertible into Dollars) as
the Required Banks may solely at their option designate.  Upon any
events described in (i) through (iii) of the preceding sentence, Borrower shall
make such payment and Borrower agrees to hold each Bank harmless from and
against any loss incurred by any Bank arising from the cost to such Bank of any
premium, any costs of exchange, the cost of hedging and covering the Optional
Currency in which such Loan was originally made, and from any change in the
value of Dollars, or such other currency, in relation to the Optional Currency
that was due and owing.  Such loss shall be calculated for the period
commencing with the first day of the Interest Period for such Loan and
continuing through the date of payment thereof.  Without prejudice to
the survival of any other agreement of Borrower hereunder, Borrower's
obligations under this Section 2.11 shall survive termination of this
Agreement.

     

    
      	
               
      

            	
              2.12

            	
              Optional Currency
      Amounts.

            


    

     

    Notwithstanding
anything contained herein to the contrary, Administrative Agent may, with
respect to notices by Borrower for Loans in an Optional Currency or voluntary
prepayments of less than the full amount of an Optional Currency Borrowing
Tranche, engage in reasonable rounding of the Optional Currency amounts
requested to be loaned or repaid; and, in such event, Administrative Agent shall
promptly notify Borrower and the Banks of such rounded amounts and Borrower's
request or notice shall thereby be deemed to reflect such rounded
amounts.


    
      
         


      

      
        - 42
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      3.       
INTEREST
RATES

    

     

    
      	
               
      

            	
              3.1

            	
              Interest Rate
      Options.

            


    

     

    The
Borrower shall pay interest in respect of the outstanding unpaid principal
amount of the Loans as selected by it from the Base Rate Option or Euro-Rate
Option set forth below applicable to the Loans, it being understood that,
subject to the provisions of this Agreement, the Borrower may select different
Interest Rate Options and different Interest Periods to apply simultaneously to
the Loans comprising different Borrowing Tranches and may convert to or renew
one or more Interest Rate Options with respect to all or any portion of the
Loans comprising any Borrowing Tranche, provided that there
shall not be at any one time outstanding more than eight (8) Borrowing Tranches
in the aggregate among all of the Loans (including a Borrowing Tranche to which
the Base Rate Option applies) and provided further that only the Base Rate or
such other interest rates as PNC Bank and the Borrower may agree to from time to
time shall apply to the Swing Loans.  If at any time the designated
rate applicable to any Loan made by any Bank exceeds such Bank's highest lawful
rate, the rate of interest on such Bank's Loan shall be limited to such Bank's
highest lawful rate.  Notwithstanding any provisions to the contrary
contained in this Agreement or any other Loan Document, the Borrower shall not
be required to pay, and the Banks shall not be permitted to collect, any amount
of interest in excess of the maximum amount of interest permitted by applicable
Law ("Excess Interest").  If any Excess Interest is provided for or
determined by a court of competent jurisdiction to have been provided for in
this Agreement or in any other Loan Document, then, in such
event:  (1) the provisions of this subsection shall govern and
control; (2) the Borrower shall not be obligated to pay any Excess Interest; (3)
any Excess Interest that the Banks may have received hereunder shall be, at the
option of the Required Banks, (a) applied as a credit against the outstanding
principal balance of the Obligations or accrued and unpaid interest (not to
exceed the maximum amount permitted by Law), (b) refunded to the payor thereof,
or (c) any combination of the foregoing; (4) the interest rates provided for
herein shall be automatically reduced to the maximum lawful rate allowed from
time to time under applicable Law, and this Agreement and the other Loan
Documents shall be deemed to have been and shall be reformed and modified to
reflect such reduction; and (5) the Borrower shall have no action against the
Administrative Agent or any Bank for any damages arising out of the payment or
collection of any Excess Interest (other than to enforce this Section 3.1
[Interest Rate Options]).  Interest on the principal amount of each
Loan made in an Optional Currency shall be paid by the Borrower in such Optional
Currency.

     

    
      	
               
      

            	
              3.1.1.

            	
              Revolving Credit
      Interest Rate Options.

            


    

     

    The
Borrower shall have the right to select from the following Interest Rate Options
applicable to the Revolving Credit Loans (subject to the provisions above
regarding Swing Loans), except that no Loan to which a Base Rate shall apply may
be made in an Optional Currency:

     

    (i)           Revolving Credit Base Rate
Option:  A fluctuating rate per annum (computed on the basis of
a year of 365 or 366  days, as the case may
be, and actual days elapsed) equal to the Base Rate plus the Applicable Margin,
such interest rate to change automatically from time to time effective as of the
effective date of each change in the Base Rate; or


    
      
         


      

      
        - 43
-

        
          

        

      

      
         


      

    

     

    (ii)           Revolving Credit Euro-Rate
Option:  A rate per annum (computed on the basis of a year of
360 days and actual days elapsed, provided that, for Loans made
in an Optional Currency for which a three hundred sixty five (365) day basis is
the only market practice available to the Administrative Agent, such rate shall
be calculated on the basis of a year of three hundred sixty five (365) days)
equal to the Euro-Rate plus the Applicable Margin.

     

    
      	
               
      

            	
              3.1.2.

            	
              Swing Loan Interest
      Rate.

            


    

     

    Each
Swing Loan shall bear interest at a rate per annum equal to the Base Rate plus
the Applicable Margin with respect to Revolving Credit Loans bearing interest at
the Base Rate Option (computed on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed), such interest rate to change
automatically from time to time effective as of the effective date of each
change in the Base Rate.

     

    
      	
               
      

            	
              3.1.3.

            	
              Rate
      Quotations.

            


    

     

    The
Borrower may call the Administrative Agent on or before the date on which a Loan
Request is to be delivered to receive an indication of the interest rates and
the applicable currency exchange rates then in effect, but it is acknowledged
that such projection shall not be binding on the Administrative Agent or the
Banks nor affect the rate of interest or the calculation of Equivalent Amounts
which thereafter are actually in effect when the election is made.

     

    
      	
               
      

            	
              3.2

            	
              Interest
      Periods.

            


    

     

    At any
time when the Borrower shall select, convert to or renew a Euro-Rate Option, the
Borrower shall notify the Administrative Agent thereof at least four (4)
Business Days prior to the effective date of such Interest Rate Option, with
respect to an Optional Currency Loan, and three (3) Business Days prior to the
effective date of such Interest Rate Option with respect to a Dollar
Loan.  Subject to the terms and conditions of this Agreement, the
notice shall specify an Interest Period during which such Interest Rate Option
shall apply.  Notwithstanding the preceding sentence, the following
provisions shall apply to any selection of, renewal of, or conversion to a
Euro-Rate Option:

     

    
      	
               
      

            	
              3.2.1.

            	
              Amount of Borrowing
      Tranche

            


    

     

    The
Dollar Equivalent amount of each Borrowing Tranche of Euro-Rate Loans shall be
in integral multiples of Five Hundred Thousand and 00/100 Dollars ($500,000.00)
and not less than One Million and 00/100 Dollars
($1,000,000.00);


    
      
         


      

      
        - 44
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.2.2.

            	
              Renewals

            


    

     

    In the
case of the renewal of a Euro-Rate Option at the end of an Interest Period, the
first day of the new Interest Period shall be the last day of the preceding
Interest Period, without duplication in payment of interest for such
day.

     

    
      	
               
      

            	
              3.3

            	
              Interest After
      Default.

            


    

     

    To the
extent permitted by Law, upon the occurrence of an Event of Default and until
such time such Event of Default shall have been cured or waived:

     

    
      	
               
      

            	
              3.3.1.

            	
              Interest
      Rate.

            


    

     

    The rate
of interest for each Loan otherwise applicable pursuant to Section 3.1
[Interest Rate Options], shall bear interest at a rate per annum equal to the
sum of the rate of interest applicable under the Base Rate Option plus an
additional two percent (2.0%) per annum, each Borrowing Tranche to which the
Euro-Rate Option applies shall automatically convert to the Base Rate Option at
the end of the applicable Interest Period and no Loans may be made as, renewed
or converted into a Borrowing Tranche to which the Euro-Rate Option
applies;

     

    
      	
               
      

            	
              3.3.2.

            	
              Letter of Credit
      Fees.

            


    

     

    The
Letter of Credit Fees otherwise applicable pursuant to Section 2.9.2 [Letter of
Credit Fees] shall be increased by two percent (2.0%) per annum;

     

    
      	
               
      

            	
              3.3.3.

            	
              Other
      Obligations.

            


    

     

    Each
other Obligation hereunder if not paid when due shall bear interest at a rate
per annum equal to the sum of the rate of interest applicable under the Base
Rate Option plus an additional two percent (2.0%) per annum from the time such
Obligation becomes due and payable and until it is paid in full;
and

     

    
      	
               
      

            	
              3.3.4.

            	
              Acknowledgment.

            


    

     

    The
Borrower acknowledges that the increase in rates referred to in this
Section 3.3 [Interest After Default] reflects, among other things, the fact
that such Loans or other amounts have become a substantially greater risk given
their default status and that the Banks are entitled to additional compensation
for such risk; and all such interest shall be payable by Borrower upon demand by
Administrative Agent.

     

    
      	
               
      

            	
              3.4

            	
              Euro-Rate
      Unascertainable; Illegality; Increased Costs; Deposits Not
      Available.

            


    

     

    
      	
               
      

            	
              3.4.1.

            	
              Unascertainable.

            


    

     

    If on any
date on which a Euro-Rate would otherwise be determined, the Administrative
Agent shall have determined that:


    
      
         


      

      
        - 45
-

        
          

        

      

      
         


      

    

     

    (i)           adequate
and reasonable means do not exist for ascertaining such Euro-Rate,
or

     

    (ii)          a
contingency has occurred which materially and adversely affects the London
interbank Eurodollar market relating to the Euro-Rate, the Administrative Agent
shall have the rights specified in Section 3.4.3 [Administrative Agent's
and Bank's Rights].

     

    
      	
               
      

            	
              3.4.2.

            	
              Illegality; Increased
      Costs; Deposits Not
Available.

            


    

     

    If at any
time any Bank shall have determined that:

     

    (i)           the
making, maintenance or funding of any Loan to which a Euro-Rate Option applies
has been made impracticable or unlawful by compliance by such Bank in good faith
with any Law or any interpretation or application thereof by any Official Body
or with any request or directive of any such Official Body (whether or not
having the force of Law), or

     

    (ii)          such
Euro-Rate Option will not adequately and fairly reflect the cost to such Bank of
the establishment or maintenance of any such Loan, or

     

    (iii)         after
making all reasonable efforts, deposits of the relevant amount in Dollars or the
Optional Currency (as applicable) for the relevant Interest Period for a Loan,
or to banks generally, to which a Euro-Rate Option applies, respectively, are
not available to such Bank with respect to such Loan, or to banks generally, in
the interbank Eurodollar market,

     

    then the
Administrative Agent shall have the rights specified in Section 3.4.3
[Administrative Agent's and Bank's Rights].

     

    
      	
               
      

            	
              3.4.3.

            	
              Administrative Agent's
      and Bank's Rights.

            


    

     

    In the
case of any event specified in Section 3.4.1 [Unascertainable] above, the
Administrative Agent shall promptly so notify the Banks and the Borrower
thereof, and in the case of an event specified in Section 3.4.2
[Illegality; Increased Costs; Etc.] above, such Bank shall promptly so notify
the Administrative Agent and endorse a certificate to such notice as to the
specific circumstances of such notice, and the Administrative Agent shall
promptly send copies of such notice and certificate to the other Banks and the
Borrower.  Upon such date as shall be specified in such notice (which
shall not be earlier than the date such notice is given), the obligation of
(A) the Banks, in the case of such notice given by the Administrative
Agent, or (B) such Bank, in the case of such notice given by such Bank, to
allow the Borrower to select, convert to or renew a Euro-Rate Option or select
an Optional Currency (as applicable) shall be suspended until the Administrative
Agent shall have later notified the Borrower, or such Bank shall have later
notified the Administrative Agent, of the Administrative Agent's or such Bank's,
as the case may be, determination that the circumstances giving rise to such
previous determination no longer exist.  If at any time the
Administrative Agent makes a determination under Section 3.4.1
[Unascertainable] and the Borrower has previously notified the Administrative
Agent of its selection of, conversion to or renewal of a Euro-Rate Option and
such Interest Rate Option has not yet gone into effect, such notification shall
be deemed to provide for the selection of, conversion to or renewal of the Base
Rate Option otherwise available with respect to such Loans.  If any
Bank notifies the Administrative Agent of a determination under
Section 3.4.2 [Illegality; Increased Costs; Etc.], the Borrower shall,
subject to the Borrower's indemnification Obligations under Section 4.6.2
[Indemnity], as to any Loan of the Bank to which a Euro-Rate Option applies, on
the date specified in such notice either (i) as applicable, convert such Loan to
the Base Rate Option otherwise available with respect to such Loan or select a
different Optional Currency or Dollars, or (ii) prepay such Loan in accordance
with Section 4.4 [Voluntary Prepayments].  Absent due notice from
the Borrower of conversion or prepayment, such Loan shall automatically be
converted to the Base Rate Option otherwise available with respect to such Loan
upon such specified date.


    
      
         


      

      
        - 46
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.5

            	
              Selection of Interest
      Rate Options; Selection of Optional
  Currency.

            


    

     

    If the
Borrower fails to select a new Interest Period or Optional Currency to apply to
any Borrowing Tranche of Loans under the Euro-Rate Option at the expiration of
an existing Interest Period applicable to such Borrowing Tranche in accordance
with the provisions of Section 3.2 [Interest Periods], the Borrower shall
be deemed to have selected a one Month Interest Period to apply to such
Borrowing Tranche with no change in the currency in which such Loan was
originally made, commencing upon the last day of the existing Interest
Period.

     

    
      4.       
PAYMENTS

    

     

    
      	
               
      

            	
              4.1

            	
              Payments.

            


    

     

    All
payments and prepayments to be made in respect of principal, interest,
Commitment Fees, Letter of Credit Fees, Administrative Agent's Fee, or other
fees or amounts due from the Borrower hereunder shall be payable prior to 11:00
a.m., Pittsburgh, Pennsylvania time, on the date when due without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived
by the Borrower, and without set-off, counterclaim or other deduction of any
nature, and an action therefor shall immediately accrue.  Such
payments shall be made to the Administrative Agent at the Principal Office for
the account of PNC Bank with respect to the Swing Loans and for the ratable
accounts of the Banks with respect to the Revolving Credit Loans in U.S. Dollars
except that payments of principal or interest shall be made in the currency in
which such Loan was made, and in immediately available funds, and the
Administrative Agent shall promptly distribute such amounts to the Banks, as
applicable, in immediately available funds, provided that in the
event payments are received by 11:00 a.m., Pittsburgh, Pennsylvania time, by the
Administrative Agent with respect to the Revolving Credit Loans and such
payments are not distributed to the Banks on the same day received by the
Administrative Agent, the Administrative Agent shall pay the Banks the Federal
Funds Effective Rate in the case of Loans or other amounts due in Dollars, or
the Overnight Rate in the case of Loans or other amounts due in an Optional
Currency, with respect to the amount of such payments for each day held by the
Administrative Agent and not distributed to the Banks.  The
Administrative Agent's and each Bank's statement of account, ledger or other
relevant record shall, in the absence of manifest error, be conclusive as the
statement of the amount of principal of and interest on the Loans and other
amounts owing under this Agreement (including the Equivalent Amounts of the
applicable currencies where such computations are required) and shall be deemed
an "account stated."


    
      
         


      

      
        - 47
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.2

            	
              Pro Rata Treatment of
      Banks.

            


    

     

    Each
borrowing of Revolving Credit Loans shall be allocated to each Bank according to
its Ratable Share, and each selection of, conversion to or renewal of any
Interest Rate Option and each payment or prepayment by the Borrower with respect
to principal or interest on the Revolving Credit Loans, Commitment Fees, Letter
of Credit Fees, or other fees (except for the Administrative Agent's Fee) or
amounts due from the Borrower hereunder to the Banks with respect to the
Revolving Credit Loans, shall (except as otherwise may be provided with respect
to a Defaulting Bank and except as provided in Section 3.4.3
[Administrative Agent's and Bank's Rights] in the case of an event specified in
Section 3.4 [Euro-Rate Unascertainable; Etc.], Section 4.4.2 [Replacement
of a Bank] or Section 4.6 [Additional Compensation in Certain Circumstances]) be
payable ratably among the Banks entitled to such payment in accordance with the
amount of principal or interest on the Revolving Credit Loans, Commitment Fees,
Letter of Credit Fees, and other fees (except for the Administrative Agent's
Fee) or amounts then due or payable to such Banks with respect to the Revolving
Credit Loans as set forth in this Agreement.  Notwithstanding any of
the foregoing, each borrowing or payment or pre-payment by the Borrower of
principal, interest, fees or other amounts from the Borrower with respect to
Swing Loans shall be made by or to PNC Bank according to Article 2 [Revolving
Credit and Swing Loan Facilities].

     

    
      	
               
      

            	
              4.3

            	
              Interest Payment
      Dates.

            


    

     

    Interest
on Loans to which the Base Rate Option applies shall be due and payable in
arrears on the first day of each October, January, April and July after the date
hereof and on the Expiration Date or upon acceleration of the
Notes.  Interest on Loans to which the Euro-Rate Option applies and
shall be due and payable in the currency in which such Loan was made on the last
day of each Interest Period for such Loans and, if such Interest Period is
longer than ninety (90) days, also on the ninetieth (90th) day of such Interest
Period.  Interest on mandatory prepayments of principal under Section
4.5 [Mandatory Prepayments] shall be made in the currency in which such Loan was
made and shall be due on the date such mandatory prepayment is
due.  Interest on the principal amount of each Loan or other monetary
obligation shall be due and payable in the currency in which such Loan was made
on demand after such principal amount or other monetary obligation becomes due
and payable (whether on the stated maturity date, upon acceleration or
otherwise).

     

    
      	
               
      

            	
              4.4

            	
              Voluntary
      Prepayments.

            


    

     

    
      	
               
      

            	
              4.4.1.

            	
              Right to
      Prepay.

            


    

     

    The
Borrower shall have the right at its option from time to time to prepay the
Loans in whole or part without premium or penalty (except as provided in
Section 4.4.2 [Replacement of a Bank] below or in Section 4.6
[Additional Compensation in Certain Circumstances]) in the currency in which
such Loan was made:


    
      
         


      

      
        - 48
-

        
          

        

      

      
         


      

    

     

    (i)           at
any time with respect to any Loan to which the Base Rate Option
applies,

     

    (ii)          on
the last day of the applicable Interest Period with respect to Loans to which a
Euro-Rate Option applies, and

     

    (iii)         on
the date specified in a notice by any Bank pursuant to Section 3.4
[Euro-Rate Unascertainable, Etc.] with respect to any Loan to which a Euro-Rate
Option applies.

     

    Whenever
the Borrower desires to prepay any part of the Loans, it shall provide a
prepayment notice to the Administrative Agent by 11:00 a.m., Pittsburgh,
Pennsylvania time, (a) at least one (1) Business Day prior to the date of
prepayment of Revolving Credit Loans denominated in U.S. Dollars, (b) at least
four (4) Business Days prior to the date of prepayment of Revolving Credit Loans
denominated in an Optional Currency, and (c) no later than 11:00 a.m.,
Pittsburgh, Pennsylvania time on the date of prepayment of Swing Loans, setting
forth the following information:

     

    (w)          the
date, which shall be a Business Day, on which the proposed prepayment is to be
made;

     

    (x)           a
statement indicating the application of the prepayment between the Swing Loans
and the Revolving Credit Loans;

     

    (y)           a
statement indicating the application of the prepayment between Loans to which
the Base Rate Option applies and Loans to which the Euro-Rate Option applies;
and

     

    (z)           the
total principal amount and currency of such prepayment, the Dollar Equivalent
amount of which (i) with respect to Revolving Credit Loans shall be in integral
multiples of Five Hundred Thousand and 00/100 Dollars ($500,000.00) and not less
than One Million and 00/100 Dollars ($1,000,000.00) for each Borrowing Tranche
to which the Euro-Rate Option applies and in integral multiples of One Hundred
Thousand and 00/100 Dollars ($100,000.00) and not less than the lesser of Five
Hundred Thousand and 00/100 Dollars ($500,000.00) or the outstanding principal
amount or Revolving Credit Loans to which the Base Rate Option applies and (ii)
with respect to Swing Loans, in integral multiples of One Hundred Thousand and
00/100 Dollars ($100,000.00) and not less than the lesser of One Hundred
Thousand and 00/100 Dollars ($100,000.00) or the outstanding principal amount of
the Swing Loans.


    
      
         


      

      
        - 49
-

        
          

        

      

      
         


      

    


    All
prepayment notices shall be irrevocable.  The principal amount of the
Loans for which a prepayment notice is given, together with interest on such
principal amount except with respect to Loans to which the Base Rate Option
applies, shall be due and payable on the date specified in such prepayment
notice as the date on which the proposed prepayment is to be made in the
currency in which such Loan was made.  Except as provided in
Section 3.4.3 [Administrative Agent's and Bank's Rights], if the Borrower
prepays a Loan but fails to specify the applicable Borrowing Tranche which the
Borrower is prepaying, the prepayment shall be applied first to Loans to which
the Base Rate Option applies, then to Loans to which the Euro-Rate Option
applies, and then to Optional Currency Loans.  Any prepayment
hereunder shall be subject to the Borrower's Obligation to indemnify the Banks
under Section 4.6.2 [Indemnity].

     

    
      	
               
      

            	
              4.4.2.

            	
              Replacement of a
      Bank.

            


    

     

    In the
event any Bank (i) gives notice under Section 3.4 [Euro-Rate
Unascertainable, Etc.] or Section 4.6.1 [Increased Costs, Etc.],
(ii) does not fund Revolving Credit Loans because the making of such Loans
would contravene any Law applicable to such Bank, (iii) becomes subject to
the control of an Official Body (other than normal and customary supervision),
(iv) is a Defaulting Bank or (v) has failed to consent to a proposed
modification, amendment or waiver which pursuant to the terms of Section 10.1 or
any other provision of any Loan Document requires the consent of all of the
Banks and with respect to which the Super-Majority Required Banks shall have
granted their consent, (a) within ninety (90) days after (w) receipt of
such Bank's notice under Section 3.4 [Euro-Rate Unascertainable, Etc.] or
4.6.1 [Increased Costs, Etc.], (x) the date such Bank has failed to fund
Revolving Credit Loans because the making of such Loans would contravene Law
applicable to such Bank, (y) the date such Bank became subject to the
control of an Official Body or (z) the date such Bank became a Defaulting Bank,
as applicable, or (b) within ninety (90) days after such Bank has failed to
consent to a proposed modification, amendment or waiver, to prepay the Loans of
such Bank in whole (together with all interest accrued thereon and any amounts
required under Section 4.6 [Additional Compensation in Certain
Circumstances] and any accrued interest due on such amount and any related fees)
and terminate such Bank's Commitment or to have such Bank's Commitment replaced
by one or more of the remaining Banks or a replacement bank acceptable to the
Administrative Agent pursuant to Section 10.11 hereof; provided, that the
remaining Banks shall have no obligation hereunder to increase their
Commitments; provided, further to
the extent the Borrower elects to replace a Bank which gave the Borrower notice
under Section 3.4 or 4.6.1 or which failed to fund a Revolving Credit Loan
because the making of such Loans would contravene any Law applicable to such
Bank, it shall be obligated to remove or replace, as the case may be, all Banks
that have made similar requests for compensation pursuant to Section 3.4 or
Section 4.6.1 or who have failed to fund such Loans.  Notwithstanding
the foregoing, the Administrative Agent may only be replaced subject to the
requirements of Section 9.14 [Successor Administrative Agent] and provided that all
Letters of Credit have expired or been terminated or replaced.

     

    
      	
               
      

            	
              4.4.3.

            	
              Change of Lending
      Office.

            


    

     

    Each Bank
agrees that upon the occurrence of any event giving rise to increased costs or
other special payments under Section 3.4.2 [Illegality, Etc.] or 4.6.1
[Increased Costs, Etc.] with respect to such Bank, it will if requested by the
Borrower, use reasonable efforts (subject to overall policy considerations of
such Bank) to designate another lending office for any Loans or Letters of
Credit affected by such event, provided that such
designation is made on such terms that such Bank and its lending office suffer
no economic, legal or regulatory disadvantage, with the object of avoiding the
consequence of the event giving rise to the operation of such
Section.  Nothing in this Section 4.3 [Interest Payment Dates]
shall affect or postpone any of the Obligations of the Borrower, any other Loan
Party or RSC or the rights of the Administrative Agent or any Bank provided in
this Agreement.


    
      
         


      

      
        - 50
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.5

            	
              Mandatory
      Prepayments.

            


    

     

    
      	
               
      

            	
              4.5.1.

            	
              Currency
      Fluctuations

            


    

     

    If on any
Computation Date (i) the Dollar Equivalent Revolving Facility Usage is equal to
or greater than one hundred percent (100%) of the Commitments as a result of a
change in exchange rates between one (1) or more Optional Currencies and
Dollars, then the Administrative Agent shall notify the Borrower of the
same.  The Borrower shall pay or prepay Loans (subject to Borrower's
indemnity obligations under Sections 3.4 [Euro-Rate Unascertainable; Illegality;
Increased Costs, etc.] and 4.6 [Additional Compensation in Certain
Circumstances]) within one (1) Business Day after receiving such notice such
that the Dollar Equivalent Revolving Facility Usage shall not exceed the
aggregate Commitments after giving effect to such payments or
prepayments.

     

    
      	
               
      

            	
              4.5.2.

            	
              Application among
      Interest Rate Options.

            


    

     

    All
prepayments required pursuant to this Section 4.5 [Mandatory Prepayments] shall
first be applied among the Interest Rate Options to the principal amount of the
Loans subject to the Base Rate Option, then to Dollar Loans subject to a
Euro-Rate Option and then to Optional Currency Loans subject to the Euro-Rate
Option.  In accordance with Section 4.6.2 [Indemnity], the Borrower
shall indemnify the Banks for any loss or expense, including loss of margin,
incurred with respect to any such prepayments applied against Loans subject to a
Euro-Rate Option on any day other than the last day of the applicable Interest
Period.

     

    
      	
               
      

            	
              4.6

            	
              Additional
      Compensation in Certain
Circumstances.

            


    

     

    4.6.1.      Increased Costs or Reduced
Return Resulting from Taxes, Reserves, Capital Adequacy Requirements, Expenses,
Etc.

     

    If any
Law, guideline or interpretation or any change in any Law, guideline or
interpretation or application thereof by any Official Body charged with the
interpretation or administration thereof or compliance with any request or
directive (whether or not having the force of Law) of any central bank or other
Official Body:

     

    (i)           subjects
any Bank to any tax or changes the basis of taxation with respect to this
Agreement, the Notes, the Loans, the Letters of Credit or payments by the
Borrower of principal, interest, Commitment Fees, or other amounts due from the
Borrower hereunder or under the Notes (except for taxes on or measured by the
overall net income of such Bank),


    
      
         


      

      
        - 51
-

        
          

        

      

      
         


      

    

     

    (ii)          imposes,
modifies or deems applicable any reserve, special deposit or similar requirement
against credits or commitments to extend credit extended by, or assets (funded
or contingent) of, deposits with or for the account of, or other acquisitions of
funds by, any Bank or any lending office of any Bank, or

     

    (iii)         imposes,
modifies or deems applicable any capital adequacy or similar requirement
(A) against assets (funded or contingent) of, or letters of credit, other
credits or commitments to extend credit extended by, any Bank, or
(B) otherwise applicable to the obligations of any Bank or any lending
office of any Bank under this Agreement, and the result of any of the foregoing
is to increase the cost to, reduce the income receivable by, or impose any
expense (including loss of margin) upon any Bank or its lending office with
respect to this Agreement, the Notes or the making, maintenance or funding of
any part of the Loans (or, in the case of any capital adequacy or similar
requirement, to have the effect of reducing the rate of return on any Bank's
capital, taking into consideration such Bank's customary policies with respect
to capital adequacy) by an amount which such Bank in its sole discretion deems
to be material, such Bank shall from time to time notify the Borrower and the
Administrative Agent of the amount determined in good faith (using any averaging
and attribution methods employed in good faith) by such Bank to be necessary to
compensate such Bank for such increase in cost, reduction of income, additional
expense or reduced rate of return.  Such notice shall set forth in
reasonable detail the basis for such determination.  Such amount shall
be due and payable by the Borrower to such Bank ten (10) Business Days after
such notice is given.

     

    
      	
               
      

            	
              4.6.2.

            	
              Indemnity.

            


    

     

    In
addition to the compensation required by Section 4.6.1 [Increased Costs,
Etc.], each Loan Party shall indemnify each Bank against all liabilities, losses
or expenses (including loss of margin, any foreign exchange losses, any loss or
expense arising from the liquidation or reemployment of funds obtained by it to
maintain such Loan, from fees payable to terminate the deposits from which such
funds were obtained or from the performance of any foreign exchange contract and
any customary administrative expenses of such Bank) which such Bank sustains or
incurs as a consequence of any:

     

    (i)           payment,
prepayment, conversion or renewal of any Loan to which a Euro-Rate Option
applies on a day other than the last day of the corresponding Interest Period
(whether or not such payment or prepayment is mandatory, voluntary or automatic
and whether or not such payment or prepayment is then due),

     

    (ii)          attempt
by the Borrower to revoke (expressly, by later inconsistent notices or
otherwise) in whole or part any Loan Requests under Section 2.4 [Revolving
Credit Loan Requests] or Section 3.2 [Interest Periods] or notice relating
to prepayments under Section 4.4 [Voluntary Prepayments], or

     

    (iii)         default
by a Loan Party or RSC in the performance or observance of any covenant or
condition contained in this Agreement or any other Loan Document, including any
failure of the Borrower to pay when due (by acceleration or otherwise) any
principal, interest, Commitment Fee or any other amount due
hereunder.


    
      
         


      

      
        - 52
-

        
          

        

      

      
         


      

    

     

    If any
Bank sustains or incurs any such loss or expense, it shall from time to time
notify the Borrower of the amount determined in good faith by such Bank (which
determination may include such assumptions, allocations of costs and expenses
and averaging or attribution methods as such Bank shall deem reasonable) to be
necessary to indemnify such Bank for such loss or expense.  Such
notice shall set forth in reasonable detail the basis for such
determination.  Such amount shall be due and payable by the Loan
Parties to such Bank ten (10) Business Days after such notice is
given.

     

    
      	
               
      

            	
              4.7

            	
              Interbank Market
      Presumption.

            


    

     

    For all
purposes of this Agreement and each Note with respect to any aspects of the
Euro-Rate, any Loan under the Euro-Rate Option or any Optional Currency, each
Bank and the Administrative Agent shall be presumed to have obtained rates,
funding, currencies, deposits, and the like in the applicable interbank market
regardless whether it did so or not; and, each Bank's and the Administrative
Agent's determination of amounts payable under, and actions required or
authorized by, Sections 3.4 [Euro-Rate Unascertainable; Illegality; Increased
Costs; Deposits Not Available] and 4.6 [Indemnity] shall be calculated, at each
Bank's and the Administrative Agent's option, as though each Bank and the
Administrative Agent funded each Borrowing Tranche of Loans under the Euro-Rate
Option through the purchase of deposits of the types and maturities
corresponding to the deposits used as a reference in accordance with the terms
hereof in determining the Euro-Rate applicable to such Loans, whether in fact
that is the case.

     

    
      	
               
      

            	
              4.8

            	
              Taxes.

            


    

     

    
      	
               
      

            	
              4.8.1.

            	
              No
      Deductions.

            


    

     

    All
payments made by Borrower hereunder and under each Note shall be made free and
clear of and without deduction for any present or future taxes, levies, imposts,
deductions, charges, or withholdings, and all liabilities with respect thereto,
excluding taxes imposed on the net income of any Bank and all income and
franchise taxes applicable to any Bank of the United States (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings, and
liabilities being hereinafter referred to as "Taxes").  If Borrower
shall be required by Law to deduct any Taxes from or in respect of any sum
payable hereunder or under any Note, (i) the sum payable shall be increased
as may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 4.8.1)
each Bank receives an amount equal to the sum it would have received had no such
deductions been made, (ii) Borrower shall make such deductions and
(iii) Borrower shall timely pay the full amount deducted to the relevant
tax authority or other authority in accordance with applicable Law.

     

    
      	
               
      

            	
              4.8.2.

            	
              Stamp
      Taxes.

            


    

     

    In
addition, Borrower agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges, or similar levies which
arise from any payment made hereunder or from the execution, delivery, or
registration of, or otherwise with respect to, this Agreement or any Note
(hereinafter referred to as "Other Taxes").


    
      
         


      

      
        - 53
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.8.3.

            	
              Indemnification for
      Taxes Paid by a Bank.

            


    

     

    Borrower
shall indemnify each Bank for the full amount of Taxes or Other Taxes
(including, without limitation, any Taxes or Other Taxes imposed by any
jurisdiction on amounts payable under this Section 4.8.3) paid by any Bank and
any liability (including penalties, interest, and expenses) arising therefrom or
with respect thereto, whether or not such Taxes or Other Taxes were correctly or
legally asserted.  This indemnification shall be made within thirty
(30) days from the date a Bank makes written demand therefor.

     

    
      	
               
      

            	
              4.8.4.

            	
              Certificate.

            


    

     

    Within
thirty (30) days after the date of any payment of any Taxes by Borrower,
Borrower shall furnish to each Bank, at its address referred to herein, the
original or a certified copy of a receipt evidencing payment
thereof.  If no Taxes are payable in respect of any payment by
Borrower, such Borrower shall, if so requested by a Bank, provide a certificate
of an officer of Borrower to that effect.

     

    
      	
               
      

            	
              4.8.5.

            	
              Survival.

            


    

     

    Without
prejudice to the survival of any other agreement of Borrower hereunder, the
agreements and obligations of Borrower contained in Sections 4.8.1 through 4.8.4
shall survive the payment in full of principal and interest hereunder and under
any instrument delivered hereunder.

     

    
      	
               
      

            	
              4.9

            	
              Judgment
      Currency.

            


    

     

    
      	
               
      

            	
              4.9.1.

            	
              Currency Conversion
      Procedures for Judgments.

            


    

     

    If for
the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder or under a Note in any currency (the "Original Currency") into
another currency (the "Other Currency"), the parties hereby agree, to the
fullest extent permitted by Law, that the rate of exchange used shall be that at
which in accordance with normal banking procedures each Bank could purchase the
Original Currency with the Other Currency after any premium and costs of
exchange on the Business Day preceding that on which final judgment is
given.

     

    
      	
               
      

            	
              4.9.2.

            	
              Indemnity in Certain
      Events.

            


    

     

    The
obligation of Borrower in respect of any sum due from Borrower to any Bank
hereunder shall, notwithstanding any judgment in an Other Currency, whether
pursuant to a judgment or otherwise, be discharged only to the extent that, on
the Business Day following receipt by any Bank of any sum adjudged to be so due
in such Other Currency, such Bank may in accordance with normal banking
procedures purchase the Original Currency with such Other
Currency.  If the amount of the Original Currency so purchased is less
than the sum originally due to such Bank in the Original Currency, Borrower
agrees, as a separate obligation and notwithstanding any such judgment or
payment, to indemnify such Bank against such loss.


    
      
         


      

      
        - 54
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.10

            	
              Settlement Date
      Procedures.

            


    

     

    In order
to minimize the transfer of funds between the Banks and the Administrative
Agent, the Borrower may borrow, repay and reborrow Swing Loans and PNC Bank may
make Swing Loans as provided in Section 2.1.2 [Swing Loans] hereof during the
period between Settlement Dates.  Not later than 10:00 a.m.,
Pittsburgh, Pennsylvania time on each Settlement Date, the Administrative Agent
shall notify each Bank of its Ratable Share of the total of the Revolving Credit
Loans (each a "Required Share").  Prior to 2:00 p.m., Pittsburgh,
Pennsylvania time on such Settlement Date, each Bank shall pay to the
Administrative Agent the amount equal to the difference between its Required
Share and its Revolving Credit Loans, and the Administrative Agent shall pay to
each Bank its Ratable Share of all payments made by the Borrower to the
Administrative Agent with respect to the Revolving Credit Loans.  The
Administrative Agent shall also effect settlement in accordance with the
foregoing sentence on the proposed Borrowing Dates for Revolving Credit Loans
and may at its option effect settlement on any other Business
Day.  These settlement procedures are established solely as a matter
of administrative convenience, and nothing contained in this Section 4.10
[Settlement Date Procedures] shall relieve the Banks of their obligations to
fund Revolving Credit Loans on dates other than a Settlement Date pursuant to
Section 2.1.1 [Revolving Credit Loans].  The Administrative Agent may
at any time at its option for any reason whatsoever require each Bank to pay
immediately to the Administrative Agent such Bank's Ratable Share of the
outstanding Revolving Credit Loans and each Bank may at any time require the
Administrative Agent to pay immediately to such Bank its Ratable Share of all
payments made by the Borrower to the Administrative Agent with respect to the
Revolving Credit Loans.

     

    
      5.       
REPRESENTATIONS AND
WARRANTIES

    

     

    
      	
               
      

            	
              5.1

            	
              Representations and
      Warranties.

            


    

     

    The Loan
Parties, jointly and severally, represent and warrant to the Administrative
Agent and each of the Banks as follows:

     

    
      	
               
      

            	
              5.1.1.

            	
              Organization and
      Qualification.

            


    

     

    Each Loan
Party and each Subsidiary of each Loan Party is a corporation, partnership or
limited liability company duly organized, validly existing and in good standing
under the Laws of its jurisdiction of organization.  Each Loan Party
and each Subsidiary of each Loan Party has the lawful power to own or lease its
properties and to engage in the business it presently conducts or proposes to
conduct.  Each Loan Party is duly licensed or qualified and in good
standing in each jurisdiction where the property owned or leased by it or the
nature of the business transacted by it or both makes such licensing or
qualification necessary.

     

    
      
        
        

      

      
        - 55
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              5.1.2.

            	
              Capitalization and
      Ownership.

            


    


    All of
the authorized capital stock of the Borrower, and the shares (referred to herein
as the "Shares") of the Borrower that are issued and outstanding have been
validly issued and are fully paid and nonassessable.  There are no
options, warrants or other rights outstanding to purchase any such shares except
as indicated on Schedule
5.1.2.

     

    
      	
               
      

            	
              5.1.3.

            	
              Subsidiaries.

            


    

     

    Schedule 5.1.3 states
the name of each of the Borrower's Subsidiaries, its jurisdiction of
incorporation, its authorized capital stock, the issued and outstanding shares
(referred to herein as the "Subsidiary Shares") and the owners thereof if it is
a corporation, its outstanding partnership interests (the "Partnership
Interests") if it is a partnership and its outstanding limited liability company
interests, interests assigned to managers thereof and the voting rights
associated therewith (the "LLC Interests") if it is a limited liability
company.  Each of the Loan Parties has good and marketable title to
all of the Subsidiary Shares, Partnership Interests and LLC Interests it
purports to own, free and clear in each case of any Lien.  All
Subsidiary Shares, Partnership Interests and LLC Interests have been validly
issued, and all Subsidiary Shares are fully paid and
nonassessable.  All capital contributions and other consideration
required to be made or paid in connection with the issuance of the Partnership
Interests and LLC Interests have been made or paid, as the case may
be.  There are no options, warrants or other rights
outstanding to purchase any such Subsidiary Shares, Partnership Interests or LLC
Interests except as indicated on Schedule
5.1.3.

     

    
      	
               
      

            	
              5.1.4.

            	
              Power and
      Authority.

            


    

     

    Each Loan
Party and RSC has full power to enter into, execute, deliver and carry out this
Agreement and the other Loan Documents to which it is a party, to incur the
Indebtedness contemplated by the Loan Documents and to perform its Obligations
under the Loan Documents to which it is a party, and all such actions have been
duly authorized by all necessary proceedings on its part.

     

    
      	
               
      

            	
              5.1.5.

            	
              Validity and Binding
      Effect.

            


    

     

    This
Agreement has been duly and validly executed and delivered by each Loan Party
and RSC, and each other Loan Document which any Loan Party or RSC is required to
execute and deliver on or after the date hereof will have been duly executed and
delivered by such Loan Party or RSC on the required date of delivery of such
Loan Document.  This Agreement and each other Loan Document
constitutes, or will constitute, legal, valid and binding obligations of RSC and
each Loan Party which is or will be a party thereto on and after its date of
delivery thereof, enforceable against RSC and such Loan Party in accordance with
its terms, except to the extent that enforceability of any of such Loan Document
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar Laws affecting the enforceability of creditors' rights generally or
limiting the right of specific performance.


    
      
         


      

      
        - 56
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.1.6.

            	
              No
      Conflict.

            


    

     

    Neither
the execution and delivery of this Agreement or the other Loan Documents by any
Loan Party or RSC nor the consummation of the transactions herein or therein
contemplated or compliance with the terms and provisions hereof or thereof by
any of them will conflict with, constitute a default under or result in any
breach of (i) the terms and conditions of the certificate or articles of
incorporation, bylaws, certificate of limited partnership, partnership
agreement, certificate of formation, limited liability company agreement or
other organizational documents of any Loan Party or RSC or (ii) any
material Law or any material agreement or instrument or order, writ, judgment,
injunction or decree to which any Loan Party or any of its Subsidiaries is a
party or by which it is bound or to which it or any of its Subsidiaries is
subject, or result in the creation or enforcement of any Lien, charge or
encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan
Party or any of its Subsidiaries.

     

    
      	
               
      

            	
              5.1.7.

            	
              Litigation.

            


    

     

    There are
no actions, suits, proceedings or investigations pending or, to the knowledge of
any Loan Party, threatened against such Loan Party or any of its Subsidiaries at
law or equity before any Official Body which individually or in the aggregate
would reasonably be expected to result in any Material Adverse
Change.  None of the Loan Parties or any Subsidiaries of any Loan
Party is in violation of any order, writ, injunction or any decree of any
Official Body which would reasonably be expected to result in any Material
Adverse Change.

     

    
      	
               
      

            	
              5.1.8.

            	
              Title to
      Properties.

            


    

     

    Each Loan
Party and each Subsidiary of each Loan Party has good and marketable title to
(or ownership of) or valid leasehold interest in all properties, assets and
other rights which it purports to own or lease or which are reflected as owned
or leased on its books and records, free and clear of all Liens and encumbrances
except Permitted Liens, and in the case of property leased by such Loan Party,
subject to the terms and conditions of the applicable leases.  Upon
consummation of the transactions contemplated hereby, all leases of real
property are in full force and effect without the necessity for any consent
which has not previously been obtained.

     

    
      	
               
      

            	
              5.1.9.

            	
              Financial
      Statements.

            


    

     

    (i)           Historical
Statements.  The Borrower has delivered to the Administrative
Agent copies of its audited consolidated year-end financial statements for and
as of the end of the two (2) fiscal years ended December 28, 2008 and December
27, 2009 (the "Annual Statements").  The Annual Statements were
compiled from the books and records maintained by the Borrower's management,
fairly represent the consolidated financial condition of the Borrower and its
Subsidiaries as of their dates and the results of operations for the fiscal
periods then ended and have been prepared in accordance with GAAP consistently
applied.


    
      
         


      

      
        - 57
-

        
          

        

      

      
         


      

    

     

    (ii)           Financial
Projections.  The Borrower has delivered to the Administrative
Agent financial projections of the Borrower and its Subsidiaries for the period
from fiscal year 2010 through fiscal year 2014 derived from various assumptions
of the Borrower's management (the "Financial Projections").  The
Financial Projections represent a reasonable range of possible results in light
of the history of the business, present and foreseeable conditions and the
intentions of the Borrower's management, it being understood that such
projections are subject to significant uncertainties and contingencies (such as
those described in the Borrower's periodic public financial disclosures), many
of which are beyond the Borrower's control, and that no assurance can be given
that the projections will be realized.  The Financial Projections
accurately reflect the liabilities of the Borrower and its Subsidiaries upon
consummation of the transactions contemplated hereby as of the Closing
Date.

     

    (iii)           Accuracy of Financial
Statements.  Neither the Borrower nor any Subsidiary of the
Borrower has any liabilities, contingent or otherwise, or forward or long-term
commitments that are not disclosed in the Historical Statements or in the notes
thereto, and except as disclosed therein there are no unrealized or anticipated
losses from any commitments of the Borrower or any Subsidiary of the Borrower,
in each case which would reasonably be expected to cause a Material Adverse
Change.  Since December 27, 2009, no Material Adverse Change has
occurred.

     

    
      	
               
      

            	
              5.1.10.

            	
              Use of Proceeds;
      Margin Stock; Section 20
Subsidiaries.

            


    

     

    5.1.10.1   General.

     

    The Loan
Parties intend to use the proceeds of the Loans in accordance with
Sections 2.7 [Use of Proceeds] and 7.1.10 [Use of Proceeds].

     

    5.1.10.2   Margin
Stock.

     

    None of
the Loan Parties or any Subsidiaries of any Loan Party engages or intends to
engage principally, or as one of its important activities, in the business of
extending credit for the purpose, immediately, incidentally or ultimately, of
purchasing or carrying margin stock (within the meaning of Regulation
U).  No part of the proceeds of any Loan has been or will be used,
immediately, incidentally or ultimately, to purchase or carry any margin stock
or to extend credit to others for the purpose of purchasing or carrying any
margin stock or to refund Indebtedness originally incurred for such purpose, or
for any purpose which entails a violation of or which is inconsistent with the
provisions of the regulations of the Board of Governors of the Federal Reserve
System.  None of the Loan Parties or any Subsidiary of any Loan Party
holds or intends to hold margin stock in such amounts that more than twenty five
percent (25%) of the reasonable value of the assets of such Loan Party or
Subsidiary are or will be represented by margin stock.

     

    5.1.10.3   Section 20
Subsidiaries.

     

    The Loan
Parties do not intend to use and shall not use any portion of the proceeds of
the Loans, directly or indirectly, to purchase during the underwriting period,
or for thirty (30) days thereafter, Ineligible Securities being underwritten by
a Section 20 Subsidiary.

    

      
        
           


        

        
          - 58
-

          
            

          

        

        
           


        

      
  

    
      
        	
                 
      

              	
                5.1.11.

              	
                Full
      Disclosure.

              


      

       

      Neither
this Agreement nor any other Loan Document, nor any certificate, statement,
agreement or other documents furnished to the Administrative Agent or any Bank
in connection herewith or therewith, contains any untrue statement of a material
fact or omits to state a material fact necessary in order to make the statements
contained herein and therein, in light of the circumstances under which they
were made, not misleading.  There is no fact known to any Loan Party
which materially adversely affects the business, property, assets, financial
condition, results of operations or prospects of any Loan Party or any
Subsidiary of any Loan Party which has not been set forth in this Agreement or
in the certificates, statements, agreements or other documents furnished in
writing to the Administrative Agent and the Banks prior to or at the date hereof
in connection with the transactions contemplated hereby.

       

      
        	
                 
      

              	
                5.1.12.

              	
                Taxes.

              


      

       

      All
federal, state, local and other tax returns required to have been filed with
respect to each Loan Party or any Subsidiary of any Loan Party have been filed,
and payment or adequate provision has been made for the payment of all taxes,
fees, assessments and other governmental charges which have or may become due
pursuant to said returns or to assessments received, except to the extent that
such taxes, fees, assessments and other charges are being contested in good
faith by appropriate proceedings diligently conducted and for which such
reserves or other appropriate provisions, if any, as shall be required by GAAP
shall have been made.  There are no agreements or waivers extending
the statutory period of limitations applicable to any federal or other income
tax return of any Loan Party or any Subsidiary of any Loan Party for any
period.

       

      
        	
                 
      

              	
                5.1.13.

              	
                Consents and
      Approvals.

              


      

       

      No
consent, approval, exemption, order or authorization of, or a registration or
filing with, any Official Body or any other Person is required by any Law or any
agreement in connection with the execution, delivery and carrying out of this
Agreement and the other Loan Documents by any Loan Party or RSC, all of which
shall have been obtained or made on or prior to the Closing Date.

       

      
        	
                 
      

              	
                5.1.14.

              	
                No Event of Default;
      Compliance with Instruments.

              


      

       

      No event
has occurred and is continuing and no condition exists or will exist after
giving effect to the borrowings or other extensions of credit to be made on the
Closing Date under or pursuant to the Loan Documents which constitutes an Event
of Default or Potential Default.  None of the Loan Parties or any
Subsidiary of any Loan Party is in violation of (i) any term of its
certificate of incorporation, bylaws, certificate of limited partnership,
partnership agreement, certificate of formation, limited liability company
agreement or other organizational documents or (ii) any material agreement
or instrument to which it is a party or by which it or any of its properties may
be subject or bound where such violation would constitute a Material Adverse
Change.

       

      
        
           


        

        
          - 59
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                5.1.15.

              	
                Patents, Trademarks,
      Copyrights, Licenses, Etc.

              


      

       

      Each Loan
Party and each Subsidiary of each Loan Party owns or possesses all the material
patents, trademarks, service marks, trade names, copyrights, licenses,
registrations, franchises, permits and rights necessary to own and operate its
properties and to carry on its business as presently conducted and planned to be
conducted by such Loan Party or Subsidiary, without known possible, alleged or
actual conflict with the rights of others.

       

      
        	
                 
      

              	
                5.1.16.

              	
                Insurance.

              


      

       

      Schedule 5.1.16 lists
all insurance policies to which any Loan Party is a party, all of which are
valid and in full force and effect.  No notice has been given or claim
made and no grounds exist to cancel or avoid any insurance policies and other
bonds to which any Loan Party or any Subsidiary of any Loan Party is a party or
to materially reduce the coverage provided thereby.  Such policies and
bonds provide adequate coverage from reputable and financially sound insurers in
amounts sufficient to insure the assets and risks of each Loan Party and each
Subsidiary of any Loan Party in accordance with customary business practice in
the industry of the Loan Parties and their Subsidiaries.

       

      
        	
                 
      

              	
                5.1.17.

              	
                Compliance with
      Laws.

              


      

       

      The Loan
Parties and their Subsidiaries are in compliance in all material respects with
all applicable Laws (other than Environmental Laws or Safety Laws which are
specifically addressed in Section 5.1.22 [Environmental Matters and Safety
Matters]) in all jurisdictions in which any Loan Party or any Subsidiary of any
Loan Party is presently or will be doing business except where the failure to do
so would not reasonably be expected to constitute a Material Adverse
Change.

       

      
        	
                 
      

              	
                5.1.18.

              	
                Material Contracts;
      Burdensome Restrictions.

              


      

       

      All
material contracts relating to the business operations of each Loan Party and
each Subsidiary of each Loan Party, including all employee benefit plans and
Labor Contracts are valid, binding and enforceable upon such Loan Party or
Subsidiary and each of the other parties thereto in accordance with their
respective terms, and there is no default thereunder or, to the Loan Parties'
knowledge, by any other parties thereto.  None of the Loan Parties or
their Subsidiaries is bound by any contractual obligation, or subject to any
restriction in any organization document, or any requirement of Law which could
result in a Material Adverse Change or which restricts or prohibits any Loan
Party or RSC from entering into, and performing its obligations under, the
transactions contemplated hereby.

       

      
        	
                 
      

              	
                5.1.19.

              	
                Investment Companies;
      Regulated Entities.

              


      

       

      None of
the Loan Parties or any Subsidiary of any Loan Party is an "investment company"
registered or required to be registered under the Investment Company Act of 1940
or under the "control" of an "investment company" as such terms are defined in
the Investment Company Act of 1940 and shall not become such an "investment
company" or under such "control."  None of the Loan Parties or any
Subsidiary of any Loan Party is subject to any other federal or state statute or
regulation limiting its ability to incur Indebtedness for borrowed
money.


      
        
           


        

        
          - 60
-

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                5.1.20.

              	
                Plans and Benefit
      Arrangements.

              


      

       

      Except as
set forth on Schedule
5.1.20:

       

      (i)           The
Borrower and each other member of the ERISA Group are in compliance in all
material respects with any applicable provisions of ERISA with respect to all
Benefit Arrangements, Plans and Multiemployer Plans.  There has been
no Prohibited Transaction with respect to any Benefit Arrangement or any Plan
or, to the best knowledge of the Borrower and each member of the ERISA Group,
with respect to any Multiemployer Plan or Multiple Employer Plan, which could
result in any material liability of the Borrower or any other member of the
ERISA Group.  The Borrower and all other members of the ERISA Group
have made when due any and all payments required to be made under any agreement
relating to a Multiemployer Plan or a Multiple Employer Plan or any Law
pertaining thereto.  With respect to each Plan and Multiemployer Plan,
the Borrower and each other member of the ERISA Group (i) have fulfilled in
all material respects their obligations under the minimum funding standards of
ERISA, (ii) have not incurred any liability to the PBGC, and
(iii) have not had asserted against them any penalty for failure to fulfill
the minimum funding requirements of ERISA.

       

      (ii)          To
the best of the Borrower's knowledge, each Multiemployer Plan and Multiple
Employer Plan is able to pay benefits thereunder when due.

       

      (iii)         Neither
the Borrower nor any other member of the ERISA Group has instituted or intends
to institute proceedings to terminate any Plan.

       

      (iv)         No
event requiring notice to the PBGC under Section 302(f)(4)(A) of ERISA has
occurred or is reasonably expected to occur with respect to any Plan, and no
amendment with respect to which security is required under Section 307 of
ERISA has been made or is reasonably expected to be made to any
Plan.

       

      (v)          The
aggregate actuarial present value of all benefit liabilities (whether or not
vested) under each Plan, determined on a plan termination basis, as disclosed
in, and as of the date of, the most recent actuarial report for such Plan, does
not exceed the aggregate fair market value of the assets of such
Plan.

       

      (vi)         Neither
the Borrower nor any other member of the ERISA Group has incurred or reasonably
expects to incur any material withdrawal liability under ERISA to any
Multiemployer Plan or Multiple Employer Plan.  Neither the Borrower
nor any other member of the ERISA Group has been notified by any Multiemployer
Plan or Multiple Employer Plan that such Multiemployer Plan or Multiple Employer
Plan has been terminated within the meaning of Title IV of ERISA and, to the
best knowledge of the Borrower, no Multiemployer Plan or Multiple Employer Plan
is reasonably expected to be reorganized or terminated, within the meaning of
Title IV of ERISA.


      
        
           


        

        
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      (vii)        To
the extent that any Benefit Arrangement is insured, the Borrower and all other
members of the ERISA Group have paid when due all premiums required to be paid
for all periods through the Closing Date.  To the extent that any
Benefit Arrangement is funded other than with insurance, the Borrower and all
other members of the ERISA Group have made when due all contributions required
to be paid for all periods through the Closing Date.

       

      (viii)       All
Plans, Benefit Arrangements and Multiemployer Plans have been administered in
accordance with their terms and applicable Law.

       

      
        	
                 
      

              	
                5.1.21.

              	
                Employment
      Matters.

              


      

       

      Each of
the Loan Parties and each of their Subsidiaries is in compliance with the Labor
Contracts and all applicable federal, state and local labor and employment Laws
including those related to equal employment opportunity and affirmative action,
labor relations, minimum wage, overtime, child labor, medical insurance
continuation, worker adjustment and relocation notices, immigration controls and
worker and unemployment compensation, where the failure to comply would
reasonably be expected to constitute a Material Adverse Change.  There
are no outstanding grievances, arbitration awards or appeals therefrom arising
out of the Labor Contracts or current or threatened strikes, picketing,
handbilling or other work stoppages or slowdowns at facilities of any of the
Loan Parties or any of their Subsidiaries which in any case would reasonably be
expected to constitute a Material Adverse Change.  The Borrower has
delivered to the Administrative Agent true and correct copies of each of the
Labor Contracts.

       

      
        	
                 
      

              	
                5.1.22.

              	
                Environmental Matters
      and Safety Matters.

              


      

       

      Except as
disclosed on Schedule
5.1.22:

       

      (i)           None
of the Loan Parties and none of the Subsidiaries of any Loan Party have received
any Environmental Complaint, whether directed or issued to any Loan Party or
relating or pertaining to any predecessor of any Loan Party or Subsidiary or to
any prior owner, operator or occupant of the Property which has caused or would
reasonably be expected to cause a Material Adverse Change, and none of such Loan
Parties or Subsidiaries have reason to believe that it might receive an
Environmental Complaint which has caused or would reasonably be expected to
cause a Material Adverse Change.

       

      (ii)           No
activity of any Loan Party or any Subsidiary of any Loan Party at the Property
is being or has been conducted in violation of any Environmental Law or
Environmental Permit which has caused or would reasonably be expected to cause a
Material Adverse Change and to the knowledge of any such Loan Party of
Subsidiary no activity of any predecessor of any Loan Party or Subsidiary or any
prior owner, operator or occupant of the Property was conducted in violation of
any Environmental Law which has caused or would reasonably be expected to cause
a Material Adverse Change.

       

      (iii)           There
are no Regulated Substances present on, in, under, or emanating from, or to any
Loan Party's or Subsidiary of any Loan Party's knowledge emanating to, the
Property or any portion thereof which result in Contamination and which would
reasonably be expected to cause a Material Adverse Change.


      
        
           


        

        
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      (iv)          Each
Loan Party and each Subsidiary of each Loan Party has all Environmental Permits
and all such Environmental Permits are in full force and effect except for those
Environmental Permits which the failure to have will not cause a Material
Adverse Change.

       

      (v)           Each
Loan Party and each Subsidiary of each Loan Party has submitted to an Official
Body and/or maintains, as appropriate, all Environmental Records except for
those Environmental Records which the failure to submit or maintain will not
cause a Material Adverse Change.

       

      (vi)          No
portion of the Property is identified or to the knowledge of each Loan Party and
each Subsidiary of each Loan Party proposed to be identified on any list of
contaminated properties or other properties which pursuant to Environmental Laws
are the subject of a Remedial Action by an Official Body or any other Person
(including any such Loan Party or Subsidiary).

       

      (vii)         No
portion of the Property constitutes an Environmentally Sensitive Area except for
those portions of the Property constituting an Environmentally Sensitive Area
which would not reasonably be expected to result in a Material Adverse
Change.

       

      (viii)        No
lien or other encumbrance authorized by Environmental Laws exists against the
Property and none of the Loan Parties nor any Subsidiary of any Loan Party has
any reason to believe that such a lien or encumbrance may be
imposed.

       

      (ix)           The
activities and operations of the Loan Parties and the Subsidiaries of the Loan
Parties are being conducted in material compliance with applicable Safety
Laws.

       

      (x)           
The Loan Parties and the Subsidiaries of the Loan Parties have not received any
Safety Complaints which have or would reasonably be expected to result in a
Material Adverse Change, and to the knowledge of the Loan Parties and
Subsidiaries, no Safety Complaints are being threatened which have or would
reasonably be expected to result in a Material Adverse Change and the Loan
Parties and Subsidiaries have no reason to believe that a Safety Complaint might
be received or instituted which have or would reasonably be expected to result
in a Material Adverse Change.

       

      (xi)           
Each Loan Party and each Subsidiary of each Loan Party has submitted to an
Official Body and/or maintains in its files, as applicable, all Safety Filings
and Records except for those Safety Filings and Records which the failure to
submit or maintain would not reasonably be expected to result in a Material
Adverse Change.


      
        
           


        

        
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                5.1.23.

              	
                Senior Debt
      Status.

              


      

       

      The
Obligations of each Loan Party and RSC under this Agreement, the Notes, the
Guaranty Agreements, the Borrower/RSC Guaranty Agreement and each of the other
Loan Documents to which any Loan Party or RSC is a party do rank and will rank
at least pari
passu in
priority of payment with all other Indebtedness of such Loan Party or RSC, as
the case may be, except Indebtedness of such Loan Party or RSC, as the case may
be, to the extent secured by Permitted Liens.  There is no Lien upon
or with respect to any of the properties or income of any Loan Party or any
Subsidiary of any Loan Party which secures indebtedness or other obligations of
any Person except for Permitted Liens.

       

      
        	
                 
      

              	
                5.1.24.

              	
                Anti-Terrorism
      Laws.

              


      

       

      5.1.24.1  General.

       

      None of
the Loan Parties nor, to any Loan Party's knowledge, any Affiliate of any Loan
Party, is in violation of any Anti-Terrorism Law or engages in or conspires to
engage in any transaction  that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in any Anti-Terrorism Law.

       

      5.1.24.2  Executive Order No.
13224.

       

      None of
the Loan Parties, nor, to any Loan Party's knowledge, any Affiliate of any Loan
Party, or their respective agents acting or benefiting in any capacity in
connection with the Loans, Letters of Credit or other transactions hereunder, is
any of the following (each a "Blocked Person"):

       

      (i)          a
Person that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order No. 13224;

       

      (ii)        
a Person
owned or controlled by, or acting for or on behalf of, any Person that is listed
in the annex to, or is otherwise subject to the provisions of, the Executive
Order No. 13224;

       

      (iii)        a
Person with  which any  Bank
is  prohibited  from dealing or otherwise engaging in any
transaction by any Anti-Terrorism Law;

       

      (iv)        a
Person that commits, threatens or conspires to commit or supports "terrorism" as
defined in the Executive Order No. 13224; or

       

      (v)         a  Person
that is named as a "specially  designated national" on the most
current list published by the U.S. Treasury Department Office of Foreign Asset
Control at its official website or any replacement website or other replacement
official publication of such list; or

       

      (vi)        a
Person who is affiliated or associated with a Person listed
above.


      
        
           


        

        
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      No Loan
Party or to the knowledge of any Loan Party, any Affiliate of any Loan Party or
any of its agents acting in any capacity in connection with the Loans, Letters
of Credit or other transaction hereunder (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the
benefit of any Blocked Person, or (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in
property  blocked  pursuant to the Executive Order No.
13224.

       

      
        	
                 
      

              	
                5.1.25.

              	
                Solvency.

              


      

       

      After
giving effect to the transactions contemplated by this Agreement and the Loan
Documents and the making of Loans and issuance of Letters of Credit hereunder
each Loan Party and RSC shall be Solvent.

       

      
        	
                 
      

              	
                5.2

              	
                Updates to
      Schedules.

              


      

       

      Should
any of the information or disclosures provided on any of the Schedules attached
hereto become outdated or incorrect in any material respect, the Borrower shall
promptly provide the Administrative Agent in writing with such revisions or
updates to such Schedule as may be necessary or appropriate to update or correct
same; provided,
however, that no Schedule shall be deemed to have been amended, modified or
superseded by any such correction or update, nor shall any breach of warranty or
representation resulting from the inaccuracy or incompleteness of any such
Schedule be deemed to have been cured thereby, unless and until the Required
Banks, in their sole and absolute discretion, shall have accepted in writing
such revisions or updates to such Schedule.

       

      
        6.  CONDITIONS OF
LENDING AND
ISSUANCE OF LETTERS OF CREDIT

      

       

      The
obligation of each Bank to make Loans and the Administrative Agent to issue
Letters of Credit hereunder is subject to the performance by each of the Loan
Parties and RSC of its Obligations to be performed hereunder at or prior to the
making of any such Loans or issuance of such Letters of Credit and to the
satisfaction of the following further conditions:

       

      
        	
                 
      

              	
                6.1

              	
                First Loans and
      Letters of Credit.

              


      

       

      On the
Closing Date:

       

      
        	
                 
      

              	
                6.1.1.

              	
                Officer's
      Certificate.

              


      

       

      The
representations and warranties of each of the Loan Parties and RSC contained in
Section 5 [Representations and Warranties] and in each of the other Loan
Documents shall be true and accurate on and as of the Closing Date with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which relate solely to an
earlier date or time, which representations and warranties shall be true and
correct on and as of the specific dates or times referred to therein), and each
of the Loan Parties and RSC shall have performed and complied with all covenants
and conditions hereof and thereof, no Event of Default or Potential Default
shall have occurred and be continuing or shall exist; and there shall be
delivered to the Administrative Agent for the benefit of each Bank one original
certificate (with sufficient copies for each Bank) of each of the Loan Parties,
dated the Closing Date and signed by the Chief Executive Officer, President or
Chief Financial Officer of each of the Loan Parties, to each such
effect.


      
        
           


        

        
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                6.1.2.

              	
                Secretary's
      Certificate.

              


      

       

      There
shall be delivered to the Administrative Agent for the benefit of each Bank one
original certificate (with sufficient copies for each Bank) dated the Closing
Date and signed by the Secretary or an Assistant Secretary of each of the Loan
Parties and RSC, certifying as appropriate as to:

       

      (i)         the
completion of all action required to have been taken by each Loan Party and RSC
by the Closing Date in connection with this Agreement and the other Loan
Documents;

       

      (ii)        the
names of the officer or officers authorized to sign this Agreement and the other
Loan Documents to which they are a party and the true signatures of such officer
or officers and specifying the Authorized Officers permitted to act on behalf of
each Loan Party or RSC, as applicable, for purposes of this Agreement and the
true signatures of such officers, on which the Administrative Agent and each
Bank may conclusively rely; and

       

      (iii)       copies
of its organizational documents, including its certificate of incorporation,
bylaws, certificate of limited partnership, partnership agreement, certificate
of formation, and limited liability company agreement as in effect on the
Closing Date certified by the appropriate governmental official, where
applicable, together with certificates from the appropriate governmental
officials as to the continued existence and good standing of each Loan Party and
RSC in each jurisdiction where organized or formed, as applicable, and each
jurisdiction where a Loan Party or RSC, as applicable, is qualified to do
business.

       

      
        	
                 
      

              	
                6.1.3.

              	
                Delivery of Loan
      Documents.

              


      

       

      The
Guaranty Agreements, the Borrower/RSC Guaranty Agreement, the Notes, the
Intercompany Subordination Agreement and any other Loan Documents required by
the Administrative Agent, shall have been duly executed and delivered to the
Administrative Agent for the benefit of the Banks.

       

      
        	
                 
      

              	
                6.1.4.

              	
                Opinion of
      Counsel.

              


      

       

      There
shall be delivered to the Administrative Agent for the benefit of each Bank one
(1) original, with sufficient copies for the Banks, of a written opinion of the
Borrower's in-house counsel, dated the Closing Date and in form and substance
satisfactory to the Administrative Agent and its counsel.


      
        
           


        

        
          - 66
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                6.1.5.

              	
                Legal
      Details.

              


      

       

      All legal
details and proceedings in connection with the transactions contemplated by this
Agreement and the other Loan Documents shall be in form and substance
satisfactory to the Administrative Agent and counsel for the Administrative
Agent, and the Administrative Agent shall have received all such other
counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to the Administrative Agent and said counsel, as the Administrative
Agent or said counsel may reasonably request.

       

      
        	
                 
      

              	
                6.1.6.

              	
                Payment of
      Fees.

              


      

       

      The
Borrower shall have paid or caused to be paid to the Administrative Agent for
itself and for the account of the Banks to the extent not previously paid, all
commitment and other fees accrued through the Closing Date and the costs and
expenses for which the Administrative Agent and the Banks are entitled to be
reimbursed.

       

      
        	
                 
      

              	
                6.1.7.

              	
                Consents.

              


      

       

      All
material consents required to effectuate the transactions contemplated hereby
shall have been obtained.

       

      
        	
                 
      

              	
                6.1.8.

              	
                Officer's Certificate
      Regarding MACs.

              


      

       

      Since
December 27, 2009, no Material Adverse Change shall have occurred; prior to the
Closing Date, except as disclosed in any public filing of any Loan Party or any
Subsidiary of any Loan Party or otherwise disclosed to the Administrative Agent
in writing, there shall have been no material change in the management of any
Loan Party or any Subsidiary of any Loan Party; and there shall have been
delivered to the Administrative Agent for the benefit of each Bank a certificate
dated the Closing Date and signed by the Chief Executive Officer, President or
Chief Financial Officer of each Loan Party to each such effect.

       

      
        	
                 
      

              	
                6.1.9.

              	
                No Violation of
      Laws.

              


      

       

      The
making of the Loans and the issuance of the Letters of Credit shall not
contravene any Law applicable to any Loan Party, RSC or any of the
Banks.

       

      
        	
                 
      

              	
                6.1.10.

              	
                No Actions or
      Proceedings.

              


      

       

      No
action, proceeding, investigation, regulation or legislation shall have been
instituted, threatened or proposed before any court, governmental agency or
legislative body to enjoin, restrain or prohibit, or to obtain damages in
respect of, this Agreement, the other Loan Documents  or the
consummation of the transactions contemplated hereby or thereby or which, in the
Administrative Agent's sole discretion, would make it inadvisable to consummate
the transactions contemplated by this Agreement or any of the other Loan
Documents.


      
        
           


        

        
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                6.1.11.

              	
                Lien
      Searches.

              


      

       

      The
Administrative Agent shall have obtained copies of record searches (including
UCC searches and judgments), at the state level for each material location of
each applicable Loan Party and in each Loan Party's respective jurisdiction of
organization evidencing that no Liens exist against any Loan Party except
Permitted Liens or those Liens that are or will be released or terminated in
connection herewith.

       

      
        	
                 
      

              	
                6.1.12.

              	
                Insurance
      Policies.

              


      

       

      The Loan
Parties shall have delivered a certificate of insurance acceptable to the
Administrative Agent that adequate insurance in compliance with
Section 7.1.3 [Maintenance of Insurance] is in full force and effect and
that all premiums then due thereon have been paid and that the Administrative
Agent on behalf of the Banks is entitled to thirty (30) days prior notice of
cancellation or material reduction in coverage on all such
policies.

       

      
        	
                 
      

              	
                6.1.13.

              	
                Termination
      Statements:  Release Statements and Other
      Releases.

              


      

       

      Evidence
satisfactory to the Administrative Agent that all necessary termination
statements, release statements and other releases in connection with all Liens
(other than Permitted Liens) have been filed or satisfactory arrangements have
been made for such filing (including payoff letters, if applicable, in form and
substance satisfactory to the Administrative Agent).

       

      
        	
                 
      

              	
                6.1.14.

              	
                Repayment of
      Prohibited Indebtedness.

              


      

       

      All
Indebtedness not permitted under Section 7.2.1 [Indebtedness] including, but not
limited to, amounts due under the Prior Loan Documents shall have been paid in
full and the Prior Loan Documents shall have been terminated.

       

      
        	
                 
      

              	
                6.1.15.

              	
                Other Documents and
      Conditions.

              


      

       

      The Loan
Parties shall have delivered such other documents and satisfied such other
conditions as may reasonably be requested to be submitted to the Administrative
Agent or any Bank by the terms of this Agreement or of any Loan Document or set
forth on the closing checklist with respect to the transactions contemplated by
this Agreement.

       

      
        	
                 
      

              	
                6.2

              	
                Each Additional Loan
      or Letter of Credit.

              


      

       

      It shall
be a condition precedent to the making any Loans or issuing any Letters of
Credit other than Loans made or Letters of Credit issued on the Closing Date,
that after giving effect to the proposed extensions of credit:  (i)
the representations and warranties of the Loan Parties and RSC contained in
Section 5 [Representations and Warranties] and in the other Loan Documents
shall be true on and as of the date of such additional Loan or Letter of Credit
with the same effect as though such representations and warranties had been made
on and as of such date (except representations and warranties which expressly
relate solely to an earlier date or time, which representations and warranties
shall be true and correct on and as of the specific dates or times referred to
therein) and the Loan Parties and RSC shall have performed and complied with all
covenants and conditions hereof; (ii) no Event of Default or Potential Default
shall have occurred and be continuing or shall exist; (iii) the making of the
Loans or issuance of such Letter of Credit shall not contravene any Law
applicable to any Loan Party or Subsidiary of any Loan Party or any of the
Banks; and (iv) the Borrower shall have delivered to the Administrative Agent a
duly executed and completed Loan Request or application for a Letter of Credit
as the case may be.

       

      
        
           


        

        
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        7.  COVENANTS

      

       

      
        	
                 
      

              	
                7.1

              	
                Affirmative
      Covenants.

              


      

       

      The Loan
Parties and RSC, jointly and severally, covenant and agree that until payment in
full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings,
and interest thereon, expiration or termination of all Letters of Credit,
satisfaction of all of the Loan Parties' and RSC's other Obligations under the
Loan Documents and termination of the Commitments, the Loan Parties and RSC
shall comply at all times with the following affirmative covenants:

       

      
        	
                 
      

              	
                7.1.1.

              	
                Preservation of
      Existence, Etc.

              


      

       

      Each Loan
Party shall and shall cause each of its Subsidiaries to maintain its legal
existence as a corporation, limited partnership or limited liability
company and its
license or qualification and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary, except as otherwise expressly permitted in
Section 7.2.6 [Liquidations, Mergers, Etc.].

       

      
        	
                 
      

              	
                7.1.2.

              	
                Payment of
      Liabilities, Including Taxes,
Etc.

              


      

       

      Each Loan
Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge
all liabilities to which it is subject or which are asserted against it,
promptly as and when the same shall become due and payable, including all
taxes, assessments
and governmental charges upon it or any of its properties, assets, income or
profits, prior to the date on which penalties attach thereto, except to the
extent that such liabilities, including taxes, assessments or charges, are being
contested in good faith and by appropriate and lawful proceedings diligently
conducted and for which such reserve or other appropriate provisions, if any, as
shall be required by GAAP shall have been made, but only to the extent that
failure to discharge any such liabilities would not result in a Material Adverse
Change, provided that the
Loan Parties and their Subsidiaries will pay all such liabilities forthwith upon
the commencement of proceedings to foreclose any Lien which may have attached as
security therefor.


      
        
           


        

        
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                7.1.3.

              	
                Maintenance of
      Insurance.

              


      

       

      Each Loan
Party shall, and shall cause each of its Subsidiaries to, insure its properties
and assets against loss or damage by fire and such other insurable hazards as
such assets are commonly insured (including fire, extended coverage, property
damage, workers' compensation, public liability and business interruption
insurance) and against other risks (including errors and omissions) in such
amounts as similar properties and assets are insured by prudent companies in
similar circumstances carrying on similar businesses, and with reputable and
financially sound insurers, including self-insurance to the extent customary,
all as reasonably determined by the Administrative Agent.  At the
request of the Administrative Agent, the Loan Parties shall deliver to the
Administrative Agent (x) on the Closing Date and annually thereafter an original
certificate of insurance signed by the Loan Parties' independent insurance
broker describing and certifying as to the existence of the insurance required
to be maintained by this Agreement and the other Loan Documents, and (y) from
time to time a summary schedule indicating all insurance then in force with
respect to each of the Loan Parties.

       

      
        	
                 
      

              	
                7.1.4.

              	
                Maintenance of
      Properties and Leases.

              


      

       

      Each Loan
Party shall, and shall cause each of its Subsidiaries to, maintain in good
repair, working order and condition (ordinary wear and tear excepted) in
accordance with the general practice of other businesses of similar character
and size, all of those properties useful or necessary to its business, and from
time to time, such Loan Party will make or cause to be made all appropriate
repairs, renewals or replacements thereof.

       

      
        	
                 
      

              	
                7.1.5.

              	
                Maintenance of
      Patents, Trademarks, Etc.

              


      

       

      Each Loan
Party shall, and shall cause each of its Subsidiaries to, maintain in full force
and effect all patents, trademarks, service marks, trade names, copyrights,
licenses, franchises, permits and other authorizations necessary for the
ownership and operation of its properties and business if the failure so to
maintain the same would constitute a Material Adverse Change.

       

      
        	
                 
      

              	
                7.1.6.

              	
                Visitation
      Rights.

              


      

       

      Each Loan
Party shall, and shall cause each of its Subsidiaries to permit any of the
officers or authorized employees or representatives of the Administrative Agent
or any of the Banks to visit, during normal business hours and inspect any of
its properties and to examine and make excerpts from its books and records and
discuss its business affairs, finances and accounts with its officers, all in
such detail and at such times and as often as any of the Banks may reasonably
request, provided that each
Bank shall provide the Borrower and the Administrative Agent with reasonable
notice prior to any visit or inspection.  In the event any Bank
desires to visit and inspect any Loan Party, such Bank shall make a reasonable
effort to conduct such visit and inspection contemporaneously with any visit and
inspection to be performed by the Administrative Agent.

       

      
        	
                 
      

              	
                7.1.7.

              	
                Keeping of Records and
      Books of Account.

              


      

       

      The
Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain and
keep proper books of record and account which enable the Borrower and its
Subsidiaries to issue financial statements in accordance with GAAP and as
otherwise required by applicable Laws of any Official Body having jurisdiction
over the Borrower or any Subsidiary of the Borrower, and in which full, true and
correct entries shall be made in all material respects of all its dealings and
business and financial affairs.


      
        
           


        

        
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                7.1.8.

              	
                Plans and Benefit
      Arrangements.

              


      

       

      The
Borrower shall, and shall cause each other member of the ERISA Group to, comply
with ERISA, the Internal Revenue Code and other applicable Laws applicable to
Plans and Benefit Arrangements except where such failure, alone or in
conjunction with any other failure, would not result in a Material Adverse
Change.  Without limiting the generality of the foregoing, the
Borrower shall cause all of its Plans and all Plans maintained by any member of
the ERISA Group to be funded in accordance with the minimum funding requirements
of ERISA and shall make, and cause each member of the ERISA Group to make, in a
timely manner, all contributions due to Plans, Benefit Arrangements,
Multiemployer Plans and Multiple Employer Plans.

       

      
        	
                 
      

              	
                7.1.9.

              	
                Compliance with
      Laws.

              


      

       

      Each Loan
Party shall, and shall cause each of its Subsidiaries to, comply with all
applicable Laws, including all Environmental Laws, in all respects, provided that it
shall not be deemed to be a violation of this Section 7.1.9 [Compliance
with Laws] if any failure to comply with any Law would not result in fines,
penalties, remediation costs, other similar liabilities or injunctive relief
which in the aggregate would reasonably be expected to constitute a Material
Adverse Change.

       

      
        	
                 
      

              	
                7.1.10.

              	
                Use of
      Proceeds.

              


      

       

      The Loan
Parties and RSC will use the Letters of Credit and the proceeds of the Loans for
the purposes stated in Section 2.7 [Use of Proceeds].  Neither the
Loan Parties nor RSC shall use the Letters of Credit or the proceeds of the
Loans for any purposes which contravenes any applicable Law or any provision
hereof.

       

      
        	
                 
      

              	
                7.1.11.

              	
                Subordination of
      Intercompany Loans.

              


      

       

      Each Loan
Party shall cause any intercompany Indebtedness, loans or advances owed by any
Loan Party to any other Loan Party to be subordinated pursuant to the terms of
the Intercompany Subordination Agreement.

       

      
        	
                 
      

              	
                7.1.12.

              	
                Anti-Terrorism
      Laws.

              


      

       

      The Loan
Parties and their respective Affiliates and agents shall not knowingly (i)
conduct any business or engage in any transaction or dealing with any Blocked
Person, including the making or receiving of any contribution of funds, goods or
services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise
engage in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order No. 13224; or (iii) engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set
forth in the Executive Order No. 13224, the USA Patriot Act or any other
Anti-Terrorism Law.  The Borrower shall deliver to Banks any
certification or other evidence requested from time to time by any Bank in its
sole reasonable discretion, confirming Borrower's compliance with this Section
7.1.12 [Anti-Terrorism Laws].
 

      
        
           


        

        
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                7.2

              	
                Negative
      Covenants.

              


      

       

      The Loan
Parties and RSC, jointly and severally, covenant and agree that until payment in
full of the Loans, Reimbursement Obligations and Letter of Credit Borrowings and
interest thereon, expiration or termination of all Letters of Credit,
satisfaction of all of the Loan Parties' and RSC's other Obligations hereunder
and termination of the Commitments, the Loan Parties and RSC shall comply with
the following negative covenants:

       

      
        	
                 
      

              	
                7.2.1.

              	
                Indebtedness.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to, at
any time create, incur, assume or suffer to exist any Indebtedness,
except:

       

      (i)          Indebtedness
under the Loan Documents;

       

      (ii)         Existing
Indebtedness as set forth on Schedule 7.2.1
(including any extensions or renewals thereof, provided there is no
increase in the principal amount thereof, or an increase in the effective
interest rate thereof, or an earlier maturity date for any payment payable
thereunder, or the provision of any security or guaranties therefor, or other
significant change in the terms thereof);

       

      (iii)        Indebtedness
which does not exceed Twenty Five Million and 00/100 Dollars ($25,000,000.00) in
the aggregate at any time outstanding in the form of capitalized leases or
secured by Purchase Money Security Interests;

       

      (iv)        Indebtedness
of a Loan Party to another Loan Party which is subordinated in accordance with
the provisions of Section 7.1.11 [Subordination of Intercompany
Loans];

       

      (v)         Any
(a) Bank-Provided Hedge or (b) Indebtedness under any Other Bank-Provided
Financial Services Product; provided however, the Loan Parties and their
Subsidiaries shall enter into a Bank-Provided Hedge only for hedging (rather
than speculative) purposes.

       

      (vi)        Indebtedness
arising from Hedge Agreements consisting of bona fide hedging contracts intended
to protect against material fluctuations in the cost of energy, milk and other
commodities used in the ordinary course of the Borrower's business; provided
that the Indebtedness associated with such Hedge Agreements does not exceed
Fifteen Million and 00/100 Dollars ($15,000,000.00) in the aggregate at any
time;


      
        
           


        

        
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      (vii)         contingent
liabilities arising out of (a) endorsements of checks and other negotiable
instruments for deposit or collection in the ordinary course of business, (b)
the Borrower/RSC Guaranty Agreement, (c) other Guaranties by any Loan Party or
any Subsidiary of a Loan Party which guaranteed obligations shall not exceed
Twenty-Five Million and 00/100 Dollars ($25,000,000.00) in the aggregate at any
time for all Loan Parties and Subsidiaries of Loan Parties, (d) reimbursement
obligations (including any Guaranty thereof) with respect to any portion of the
RSC Letter of Credit that has not been drawn against so long as such obligations
shall not exceed Eighteen Million and 00/100 Dollars ($18,000,000.00) in the
aggregate at any time;

       

      (viii)        Indebtedness
under the Jeffersontown IRB, provided that the principal amount is not
subsequently increased (such Jeffersontown IRB shall continue to be permitted
Indebtedness hereunder if CDL should subsequently sell its rights thereunder to
a Person which is not an Affiliate of the Borrower);

       

      (ix)           Unsecured
Indebtedness incurred in connection with the issuance by any Loan Party of
Indebtedness evidenced by privately placed notes, provided that (1) such
Indebtedness is pari passu in right of payment with the Indebtedness hereunder,
(2) immediately prior to and after giving effect to such Indebtedness, no Event
of Default or Potential Default shall have occurred hereunder, and (3) the terms
and conditions of such Indebtedness are (a) no more restrictive than the terms
and conditions of this Agreement and (b) reasonably acceptable to the
Administrative Agent; and

       

      (x)           unsecured
Indebtedness not otherwise covered by any of the foregoing in an amount not to
exceed Twenty Million and 00/100 Dollars ($20,000,000.00) in the aggregate at
any time outstanding.

       

      
        	
                 
      

              	
                7.2.2.

              	
                Liens.

              


      

       

      Each of
the Loan Parties shall not and shall not permit any of their Subsidiaries to at
any time create, incur, assume or suffer to exist any Lien on any of its
property or assets, tangible or intangible, now owned or hereafter acquired, or
agree or become liable to do so, except Permitted
Liens.

       

      
        	
                 
      

              	
                7.2.3.

              	
                Guaranties.

              


      

       

      Each of
the Loan Parties shall not and shall not permit any of their Subsidiaries to at
any time, directly or indirectly, become or be liable in respect of any
Guaranty, or assume, guarantee, become surety for, endorse or otherwise agree,
become or remain directly or contingently liable upon or with respect to any
obligation or liability of any other Person, except for (i) Guaranties of
Indebtedness of the Loan Parties permitted in Section 7.2.1 [Indebtedness], (ii)
the Borrower/RSC Guaranty or (iii) Guaranties that are in existence on the
Closing Date and set forth on Schedule
7.2.3.

       

      
        	
                 
      

              	
                7.2.4.

              	
                Loans and
      Investments.

              


      

       

      Each of
the Loan Parties shall not and shall not permit any of their Subsidiaries to, at
any time make or suffer to remain outstanding any loan or advance to, or
purchase, acquire or own any stock, bonds, notes or securities of, or any
partnership interest (whether general or limited) or limited liability company
interest in, or any other investment or interest in, or make any capital
contribution to, any other Person, or agree, become or remain liable to do any
of the foregoing, except:

       


      
        
           


        

        
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      (i)         trade
credit extended on usual and customary terms in the ordinary course of
business;

       

      (ii)        advances
to employees to meet expenses incurred by such employees in the ordinary course
of business;

       

      (iii)       Permitted
Investments;

       

      (iv)       loans,
advances and investments to, or in, a Loan Party;

       

      (v)        loans,
advances and investments in or to Foreign Subsidiaries and foreign joint
ventures in an aggregate amount at any time for all such Foreign Subsidiaries
and foreign joint ventures of Sixty Million and 00/100 Dollars ($60,000,000.00);
provided, however, that such amount shall not include any loans, advances and
investments made by a Loan Party in or to a Foreign Subsidiary or foreign joint
venture to the extent such loan, advance or investment is made with proceeds
such Loan Party has received as a result of the sale by such Loan Party of the
stock or other ownership interests of a Foreign Subsidiary of such Loan Party or
the joint venture interests of a foreign joint venture to which such Loan Party
is a party;

       

      (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 Eighty-Five Million and
00/100 Dollars ($85,000,000.00);

       

      (vii)      loans,
advances and investments in or to domestic joint ventures (including, but not
limited to, CLL and SPL) 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 domestic joint ventures of Thirty
Million and 00/100 Dollars ($30,000,000.00); provided, however, that such amount
shall not include any loans, advances and investments made by a Loan Party in or
to a domestic joint venture to the extent such loan, advance or investment is
made with (a) proceeds such Loan Party has received as a result of the sale by
such Loan Party of the joint venture interests of a domestic joint venture to
which such Loan Party is a party, or (b) proceeds of distributions such Loan
Party has received as a result of its joint venture interest in such joint
venture;

       

      (viii)     investments
in Bank-Provided Hedges and other Hedge Agreements as permitted by Section
7.2.1(vi);

       

      (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);


      
        
           


        

        
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      (x)         loans,
advances and investments (including, but not limited to, the RSC/Borrower Letter
of Credit) in or to RSC in an aggregate amount at any time of Eighteen Million
and 00/100 Dollars ($18,000,000.00); and

       

      (xi)        Permitted
Acquisitions.

       

      
        	
                 
      

              	
                7.2.5.

              	
                Dividends and Related
      Distributions.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
make or pay, or agree to become or remain liable to make or pay, any dividend or
other distribution of any nature (whether in cash, property, securities or
otherwise) on account of or in respect of its shares of capital stock,
partnership interests or limited liability company interests or on account of
the purchase, redemption, retirement or acquisition of its shares of capital
stock (or warrants, options or rights therefor), partnership interests or
limited liability company interests; provided, however, so long as no Event of
Default or Potential Default shall exist immediately prior to or after giving
effect to any such dividend or distribution, the Loan Parties and their
Subsidiaries may make or pay any such dividend or distribution.  In
addition, the Borrower shall not permit its Subsidiaries to enter into or
otherwise be bound by any agreement prohibiting or restricting the payment of
dividends or distributions to the Borrower.

       

      
        	
                 
      

              	
                7.2.6.

              	
                Liquidations, Mergers,
      Consolidations,
Acquisitions.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
dissolve, liquidate or wind-up its affairs, or become a party to any merger or
consolidation, or acquire by purchase, lease or otherwise all or substantially
all of the assets or capital stock of any other Person, provided
that

       

      (i)           any
Loan Party other than the Borrower may consolidate or merge into another Loan
Party which is directly or indirectly wholly-owned by one or more of the other
Loan Parties;

       

      (ii)          any
Subsidiary of a Loan Party which is not a Loan Party may consolidate or merge
into another Subsidiary of a Loan Party which is not a Loan Party;

       

      (iii)         the
Borrower may dissolve or wind-up any of its Subsidiaries that are not Loan
Parties;

       

      (iv)         any
Loan Party may acquire, whether by purchase or by merger, (A) all or
substantially all of the ownership interests of another Person or (B) all
or substantially all of the assets of another Person or of a business or
division of another Person (each a "Permitted Acquisition"), provided that, each
of the following requirements is met:

       

      (a)         if
a Loan Party is acquiring the ownership interests in such Person, such Person
shall, unless not required by Section 7.2.9 [Subsidiaries, Partnerships, Etc.],
execute a Guarantor Joinder and such other documents required by Section 10.18
[Joinder of Guarantors] and join this Agreement as a Guarantor pursuant to
Section 10.18 [Joinder of Guarantors] on or before the date of such
Permitted Acquisition;


      
        
           


        

        
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      (b)         the
board of directors or other equivalent governing body of such Person shall have
approved such Permitted Acquisition;

       

      (c)          the
business acquired, or the business conducted by the Person whose ownership
interests are being acquired, as applicable, shall be similar to or
substantially the same as one or more line or lines of business conducted by the
Loan Parties and shall comply with Section 7.2.10 [Continuation of or
Change in Business]; and

       

      (d)          no
Potential Default or Event of Default shall exist immediately prior to and after
giving effect to such Permitted Acquisition.

       

      
        	
                 
      

              	
                7.2.7.

              	
                Dispositions of Assets
      or Subsidiaries.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
sell, convey, assign, lease, abandon or otherwise transfer or dispose of,
voluntarily or involuntarily, any of its properties or assets, tangible or
intangible, (including sale, assignment, discount or other disposition of
accounts, contract rights, chattel paper, equipment or general intangibles, with
or without recourse, or of capital stock, shares of beneficial interest,
partnership interests or limited liability company interests of a Subsidiary of
such Loan Party), except:

       

      (i)           transactions
involving the sale of inventory in the ordinary course of business;

       

      (ii)          any
sale, transfer or lease of properties or assets in the ordinary course of
business which are no longer necessary or required in the conduct of such Loan
Party's business;

       

      (iii)         any
sale, transfer or lease of properties or assets by any Loan Party to another
Loan Party;

       

      (iv)         any
sale, transfer or lease of properties or assets in the ordinary course of
business which are replaced by substitute properties or assets acquired or
leased within the terms of this Agreement;

       

      (v)          any
sale, transfer or lease of properties or assets, other than those specifically
excepted pursuant to clauses (i) through (iv) above, provided that:

       

      (a)         there
shall not exist any Event of Default or Potential Default immediately prior to
and after giving effect to such sale; and

       

      (b)         the
aggregate value of such assets sold, transferred or leased by the Loan Parties
and their Subsidiaries during the term of this Agreement shall not exceed Sixty
Five Million and 00/100 Dollars ($65,000,000.00).


      
        
           


        

        
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                7.2.8.

              	
                Affiliate
      Transactions.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
enter into or carry out any transaction with any Affiliate of any Loan Party
(including purchasing property or services from or selling property or services
to any Affiliate of any Loan Party) unless such transaction (a) is not otherwise
prohibited by this Agreement, (b) is entered into in the ordinary course of
business upon fair and reasonable arm's-length terms and conditions which are
fully disclosed to the Administrative Agent and (c) is in accordance with all
applicable Law.

       

      
        	
              	
                7.2.9. 

              	
                Subsidiaries,
      Partnerships and Joint Ventures; Excluded
    Subsidiaries.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to, own
or create directly or indirectly any Subsidiaries other than (i) any Subsidiary
which has joined this Agreement as a Guarantor on the Closing Date; (ii) any
Excluded Subsidiary; and (iii) any Subsidiary formed or acquired after the
Closing Date which joins this Agreement as a Guarantor pursuant to
Section 10.18 [Joinder of Guarantors]; provided, however, if such
Subsidiary (a) is acquired by a Loan Party or Subsidiary of a Loan Party and is
a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a
Loan Party or Subsidiary of a Loan Party after the date of this Agreement, such
Foreign Subsidiary shall not be required to join this Agreement as a Guarantor
pursuant to Section 10.18 [Joinder of Guarantors] if the execution of a Guaranty
Agreement or the Guarantor Joinder would cause material adverse tax consequences
to the Borrower under Section 956 of the Internal Revenue Code as demonstrated
to the reasonable satisfaction of the Administrative Agent.

       

      Except
for loans, advances and investments permitted by Section 7.2.4 hereof, each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
become or agree to (1) become a general or limited partner in any general or
limited partnership, except that the Loan Parties may be general or limited
partners in other Loan Parties, (2) become a member or manager of, or hold a
limited liability company interest in, a limited liability company, except that
the Loan Parties may be members or managers of, or hold limited liability
company interests in, other Loan Parties, or (3) become a joint venturer or hold
a joint venture interest in any joint venture.

       

      
        	
                 
      

              	
                7.2.10.

              	
                Continuation of or
      Change in Business.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to
engage in any business other than the operation and franchising of pizza
delivery, dine in and carryout restaurants, together with production,
manufacturing and all other services in support of such business and all
businesses incidental thereto, substantially as conducted and operated by such
Loan Party or Subsidiary during the present fiscal year, and such Loan Party
shall not permit any material change in such business.

       

      
        
           


        

        
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                7.2.11.

              	
                Plans and Benefit
      Arrangements.

              


      

       

      Each of
the Loan Parties shall not:

       

      (i)         fail
to satisfy the minimum funding requirements of ERISA and the Internal Revenue
Code with respect to any Plan;

       

      (ii)        request
a minimum funding waiver from the Internal Revenue Service with respect to any
Plan;

       

      (iii)       engage
in a Prohibited Transaction with any Plan, Benefit Arrangement, Multiemployer
Plan or Multiple Employer Plan which, alone or in conjunction with any other
circumstances or set of circumstances resulting in liability under ERISA, would
constitute a Material Adverse Change;

       

      (iv)       permit
the funded current liability percentage of each Plan to be less than the
required percentage to satisfy the full funding limitation, determined as of the
most recent actuarial valuation report for each Plan using the actuarial
assumptions required under Section 412 of the Internal Revenue Code for purposes
of funding;

       

      (v)        fail
to make when due any contribution to any Multiemployer Plan or Multiple Employer
Plan that the Borrower or any member of the ERISA Group may be required to make
under any agreement relating to such Multiemployer Plan or Multiple Employer
Plan, or any Law pertaining thereto;

       

      (vi)       withdraw
(completely or partially) from any Multiemployer Plan or withdraw (or be deemed
under Section 4062(e) of ERISA to withdraw) from any Multiple Employer
Plan, where any such withdrawal is likely to result in a Material Adverse
Change;

       

      (vii)      terminate,
or institute proceedings to terminate, any Plan, where such termination is
likely to result in a Material Adverse Change;

       

      (viii)     make
any amendment to any Plan with respect to which security is required under
Section 307 of ERISA except to the extent that such amendment would not
cause a Material Adverse Change; or

       

      (ix)        fail
to give any and all notices and make all disclosures and governmental filings
required under ERISA or the Internal Revenue Code, where such failure is likely
to result in a Material Adverse Change.

       

      
        	
                 
      

              	
                7.2.12.

              	
                Fiscal
      Year.

              


      

       

      The
Borrower shall not, and shall not permit any Subsidiary of the Borrower (other
than RSC) to, change its fiscal year from the fifty-two (52)/fifty-three (53)
week fiscal year beginning on the Monday closest to December 31 of each calendar
year and ending on the last Sunday in December of each calendar year; provided,
however that if during any calendar year December 31 is a Sunday such fifty-two
(52)/fifty-three (53) week period shall begin on January 1 of the immediately
following calendar year.


      
        
           


        

        
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                7.2.13.

              	
                Changes in
      Organizational Documents.

              


      

       

      Each of
the Loan Parties shall not, and shall not permit any of its Subsidiaries to,
amend in any material respect its certificate or articles of incorporation,
by-laws, certificate of limited partnership, partnership agreement, certificate
of formation, limited liability company agreement or other organizational
documents without providing at least five (5) calendar days prior written notice
to the Administrative Agent and the Banks and, in the event such change would be
adverse to the Banks as determined by the Administrative Agent in its sole
discretion, obtaining the prior written consent of the Required
Banks.

       

      
        	
                 
      

              	
                7.2.14.

              	
                Maximum Leverage
      Ratio.

              


      

       

      The Loan
Parties shall not at any time permit the Leverage Ratio, calculated as of the
end of each fiscal quarter for the period equal to the four (4) fiscal quarters
then ended, to exceed 2.50 to 1.00.

       

      
        	
                 
      

              	
                7.2.15.

              	
                Minimum Interest
      Coverage Ratio.

              


      

       

      The Loan
Parties shall not at any time permit the Interest Coverage Ratio, calculated as
of the end of each fiscal quarter for the period equal to the four (4) fiscal
quarters then ended, to be less than 3.50 to 1.00.

       

      
        	
                 
      

              	
                7.2.16.

              	
                Negative
      Pledges.

              


      

       

      No Loan
Party shall directly or indirectly enter into or assume or become bound by, or
permit any Subsidiary to enter into or assume or become bound by, any agreement
(other than this Agreement and the other Loan Documents), or any provision of
any certificate of incorporation, bylaws, partnership agreement, operating
agreement or other organizational formation or governing document prohibiting
the creation or assumption of any Lien or encumbrance upon any such Loan Party's
or Subsidiary's properties, whether now owned or hereafter created or acquired,
or otherwise prohibiting or restricting any transaction contemplated hereby;
provided that the foregoing shall not apply to (i) restrictions and conditions
imposed by any Law or by any Loan Document, (ii) restrictions or conditions
imposed by any agreement relating to secured Indebtedness or other obligations
permitted by this Agreement but only to the extent such restriction or condition
is limited to the specific assets subject to a Permitted Lien, (iii) customary
provisions in leases or other agreements restricting assignment thereof, or (iv)
restrictions or conditions imposed by any agreement relating to the issuance by
any Loan Party of Indebtedness represented by privately placed notes as
permitted by Section 7.2.1 [Indebtedness] of this Agreement.

       

      
        	
                 
      

              	
                7.3

              	
                Reporting
      Requirements.

              


      

       

      The Loan
Parties, jointly and severally, covenant and agree that until payment in full of
the Loans, Reimbursement Obligations and Letter of Credit Borrowings and
interest thereon, expiration or termination of all Letters of Credit,
satisfaction of all of the Loan Parties' other Obligations hereunder and under
the other Loan Documents and termination of the Commitments, the Loan Parties
will furnish or cause to be furnished to the Administrative Agent and each of
the Banks:


      
        
           


        

        
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                7.3.1.

              	
                Quarterly Financial
      Statements.

              


      

       

      As soon
as available and in any event within forty-five (45) calendar days after the end
of each of the first three fiscal quarters in each fiscal year of the Borrower,
financial statements of the Borrower, consisting of:  (i) a
consolidated balance sheet as of the end of such fiscal quarter and as of the
end of the prior fiscal year; (ii) a consolidated statement of operations for
such fiscal quarter and the year-to-date period of the then-current fiscal year,
and for the corresponding fiscal quarter and year-to-date period of the prior
fiscal year; (iii) a consolidated statement of shareholders' equity as of the
end of such fiscal quarter, as of the end of the corresponding fiscal quarter of
the prior fiscal year, and as of the end of the prior fiscal year; and (iv) a
consolidated statement of cash flows for the year-to-date period of the
then-current fiscal year and the corresponding year-to-date period of the prior
fiscal year.  Each of the aforementioned financial statements shall be
in reasonable detail and certified (subject to normal year-end audit
adjustments) by an Authorized Officer of the Borrower as having been prepared in
accordance with GAAP, consistently applied.  The Loan Parties will be
deemed to have complied with the delivery requirements of this Section 7.3.1 if,
within forty-five (45) calendar days after the end of each of the first three
fiscal quarters in each fiscal year of the Borrower, the Borrower delivers to
the Administrative Agent a copy of its Form 10-Q as filed with the SEC and the
financial statements contained therein meet the requirements described in this
Section.

       

      
        	
                 
      

              	
                7.3.2.

              	
                Annual Financial
      Statements.

              


      

       

      As soon
as available and in any event within ninety (90) days after the end of each
fiscal year of the Borrower, financial statements of the Borrower consisting of
a consolidated balance sheet as of the end of such fiscal year, and related
consolidated statements of operations, shareholders' equity and cash flows for
the fiscal year then ended, all in reasonable detail and setting forth in
comparative form the financial statements as of the end of and for the preceding
fiscal year, and audited by independent certified public accountants of
nationally recognized standing reasonably satisfactory to the Administrative
Agent.  The certificate or report of accountants shall be free of
qualifications (other than any consistency qualification that may result from a
change in the method used to prepare the financial statements as to which such
accountants concur) and shall not indicate the occurrence or existence of any of
event, condition or contingency which would materially impair the prospect of
payment or performance of any covenant, agreement or duty of any Loan Party
under any of the Loan Documents.  The Loan Parties shall deliver with
such financial statements and certification by their accountants, a letter of
such accountants to the Administrative Agent for the benefit of each Bank
substantially (i) to the effect that, based upon their ordinary and
customary examination of the affairs of the Borrower, performed in connection
with the preparation of such consolidated financial statements, and in
accordance with generally accepted auditing standards, they are not aware of the
existence of any condition or event which constitutes an Event of Default or
Potential Default or, if they are aware of such condition or event, stating the
nature thereof and confirming the Borrower's calculations with respect to the
certificate to be delivered pursuant to Section 7.3.3 [Certificate of the
Borrower and the Borrower] with respect to such financial statements and
(ii) to the effect that the Banks are intended to rely upon such
accountant's audit of the annual financial statements and that such accountants
authorize the Loan Parties to deliver such certifying letter to the Banks on
such accountants' behalf.  The Loan Parties will be deemed to have
complied with the delivery requirements of this Section 7.3.2 if, within ninety
(90) days after the end of each fiscal year of the Borrower, the Borrower
delivers to the Administrative Agent and each of the Banks (i) a copy of its
Annual Report and Form 10-K as filed with the SEC and the financial statements
contained therein meet the requirements described in this Section and (ii) the
certificate and letter of accountants as described above.


      
        
           


        

        
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                7.3.3.

              	
                Certificate of the
      Borrower.

              


      

       

      Concurrently
with the financial statements of the Borrower furnished to the Administrative
Agent and to the Banks pursuant to Sections 7.3.1 [Quarterly Financial
Statements] and 7.3.2 [Annual Financial Statements], a certificate (each a
"Compliance Certificate") of the Borrower signed by an Authorized Officer of the
Borrower, in the form of Exhibit 7.3.3, to the
effect that, except as described pursuant to Section 7.3.4 [Notice of
Default], (i) the representations and warranties of the Loan Parties
contained in Section 5 [Representations and Warranties] and in the other
Loan Documents are true on and as of the date of such certificate with the same
effect as though such representations and warranties had been made on and as of
such date (except representations and warranties which expressly relate solely
to an earlier date or time) and the Loan Parties have performed and complied
with all covenants and conditions hereof, (ii) no Event of Default or
Potential Default exists and is continuing on the date of such certificate and
(iii) containing calculations in sufficient detail to demonstrate
compliance as of the date of such financial statements with all financial
covenants contained in Section 7.2 [Negative Covenants].

       

      
        	
                 
      

              	
                7.3.4.

              	
                Notice of
      Default.

              


      

       

      Promptly
after any officer of any Loan Party has learned of the occurrence of an Event of
Default or Potential Default, a certificate signed by the Chief Executive
Officer, President or Chief Financial Officer of such Loan Party setting forth
the details of such Event of Default or Potential Default and the action which
such Loan Party proposes to take with respect thereto.

       

      
        	
                 
      

              	
                7.3.5.

              	
                Notice of
      Litigation.

              


      

       

      Promptly
after the commencement thereof, notice of all actions, suits, proceedings or
investigations before or by any Official Body or any other Person against any
Loan Party or Subsidiary of any Loan Party, which involve a claim or series of
claims in excess of Ten Million and 00/100 Dollars ($10,000,000.00) or which if
adversely determined would constitute a Material Adverse Change.

       


      
        
           


        

        
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                7.3.6.

              	
                Budgets, Forecasts,
      Other Reports and
Information.

              


      

       

      Promptly
upon their becoming available to the Borrower:

       

      (i)          the
annual budget and any forecasts or projections of the Borrower, to be supplied
not later than January 31st of the fiscal year to which any of the foregoing may
be applicable,

       

      (ii)         any
reports including management letters submitted to the Borrower by independent
accountants in connection with any annual, interim or special
audit,

       

      (iii)        any
reports, notices or proxy statements generally distributed by the Borrower to
its stockholders on a date no later than the date supplied to such
stockholders,

       

      (iv)        regular
or periodic reports, including Forms 10-K, 10-Q and 8-K, registration statements
and prospectuses, filed by the Borrower with the SEC,

       

      (v)         a
copy of any order in any proceeding to which the Borrower or any of its
Subsidiaries is a party issued by any Official Body which could reasonably be
expected to result in a Material Adverse Change, and

       

      (vi)        such
other reports and information as any of the Banks may from time to time
reasonably request.  The Borrower shall also notify the Banks promptly
of the enactment or adoption of any Law which may result in a Material Adverse
Change.

       

      
        	
                 
      

              	
                7.3.7.

              	
                Notices Regarding
      Plans and Benefit
Arrangements.

              


      

       

      7.3.7.1   Certain
Events.

       

      Promptly
upon becoming aware of the occurrence thereof, notice (including the nature of
the event and, when known, any action taken or threatened by the Internal
Revenue Service or the PBGC with respect thereto) of:

       

      (i)           any
Reportable Event with respect to the Borrower or any other member of the ERISA
Group (regardless of whether the obligation to report said Reportable Event to
the PBGC has been waived),

       

      (ii)          any
Prohibited Transaction which could subject the Borrower or any other member of
the ERISA Group to a civil penalty assessed pursuant to Section 502(i) of
ERISA or a tax imposed by Section 4975 of the Internal Revenue Code in
connection with any Plan, any Benefit Arrangement or any trust created
thereunder,

       

      (iii)         any
assertion of material withdrawal liability with respect to any Multiemployer
Plan or Multiple Employer Plan,

       

      (iv)         any
partial or complete withdrawal from a Multiemployer Plan or Multiple Employer
Plan by the Borrower or any other member of the ERISA Group under Title IV of
ERISA (or assertion thereof), where such withdrawal is likely to result in
material withdrawal liability,

       


      
        
           


        

        
          - 82
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      (v)          any
cessation of operations (by the Borrower or any other member of the ERISA Group)
at a facility in the circumstances described in Section 4062(e) of
ERISA,

       

      (vi)         withdrawal
by the Borrower or any other member of the ERISA Group from a Multiple Employer
Plan,

       

      (vii)        a
failure by the Borrower or any other member of the ERISA Group to make a payment
to a Plan required to avoid imposition of a material Lien under
Section 302(f) of ERISA,

       

      (viii)       the
adoption of an amendment to a Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA, or

       

      (ix)          any
change in the actuarial assumptions or funding methods used for any Plan, where
the effect of such change is to materially increase or materially reduce the
unfunded benefit liability or obligation to make periodic
contributions.

       

      7.3.7.2    Notices of Involuntary
Termination and Annual Reports.

       

      Promptly
after receipt thereof, copies of (a) all notices received by the Borrower
or any other member of the ERISA Group of the PBGC's intent to terminate any
Plan administered or maintained by the Borrower or any member of the ERISA
Group, or to have a trustee appointed to administer any such Plan; and
(b) at the request of the Administrative Agent or any Bank each annual
report (IRS Form 5500 series) and all accompanying schedules, the most recent
actuarial reports, the most recent financial information concerning the
financial status of each Plan administered or maintained by the Borrower or any
other member of the ERISA Group, and schedules showing the amounts contributed
to each such Plan by or on behalf of the Borrower or any other member of the
ERISA Group in which any of their personnel participate or from which such
personnel may derive a benefit, and each Schedule B (Actuarial Information) to
the annual report filed by the Borrower or any other member of the ERISA Group
with the Internal Revenue Service with respect to each such Plan.

       

      7.3.7.3    Notice of Voluntary
Termination.

       

      Promptly
upon the filing thereof, copies of any Form 5310, or any successor or equivalent
form to Form 5310, filed with the PBGC in connection with the termination of any
Plan.

       

      
        8.  DEFAULT

      

       

      
        	
                 
      

              	
                8.1

              	
                Events of
      Default.

              


      

       

      An Event
of Default shall mean the occurrence or existence of any one or more of the
following events or conditions (whatever the reason therefor and whether
voluntary, involuntary or effected by operation of Law):


      
        
           


        

        
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                8.1.1.

              	
                Payments Under Loan
      Documents.

              


      

       

      The
Borrower shall fail to pay (i) any principal of any Loan (including scheduled
installments, mandatory prepayments or the payment due at maturity),
Reimbursement Obligation or Letter of Credit Borrowing when such principal is
due hereunder or (ii) any interest on any Loan, Reimbursement Obligation or
Letter of Credit Borrowing or any other amount owing hereunder or under the
other Loan Documents within five (5) Business Days after such
interest or other amount becomes due in accordance with the terms hereof or
thereof (whether at stated maturity, by acceleration or otherwise);

       

      
        	
                 
      

              	
                8.1.2.

              	
                Breach of
      Warranty.

              


      

       

      Any
representation or warranty made at any time by any of the Loan Parties or RSC
herein or by any of the Loan Parties or RSC in any other Loan Document, or in
any certificate, other instrument or statement furnished pursuant to the
provisions hereof or thereof, shall prove to have been false or misleading in
any material respect as of the time it was made or furnished;

       

      
        	
                 
      

              	
                8.1.3.

              	
                Breach of Negative
      Covenants, Maintenance of Insurance or Visitation
      Rights.

              


      

       

      Any of
the Loan Parties or RSC shall default in the observance or performance of any
covenant contained in Section 7.1.3 [Maintenance of Insurance],
Section 7.1.6 [Visitation Rights] or Section 7.2 [Negative
Covenants];

       

      
        	
                 
      

              	
                8.1.4.

              	
                Breach of Other
      Covenants.

              


      

       

      Any of
the Loan Parties or RSC shall default in the observance or performance of any
other covenant, condition or provision hereof or of any other Loan Document and
such default shall continue unremedied for a period of ten (10) Business Days
after any officer of any Loan Party or RSC, as the case may be, becomes aware of
the occurrence thereof (such grace period to be applicable only in the event
such default can be remedied by corrective action of the Loan Parties or RSC as
determined by the Administrative Agent in its sole discretion);

       

      
        	
                 
      

              	
                8.1.5.

              	
                Defaults in Other
      Agreements or Indebtedness.

              


      

       

      A default
or event of default shall occur at any time under the terms of any other
agreement involving Indebtedness under which any Loan Party or any Subsidiary of
any Loan Party may be obligated as a borrower or guarantor in excess of Ten
Million and 00/100 Dollars ($10,000,000.00) in the aggregate, and such breach,
default or event of default consists of the failure to pay (beyond any period of
grace permitted with respect thereto, whether waived or not) any Indebtedness
when due (whether at stated maturity, by acceleration or otherwise) or if such
breach or default permits or causes the acceleration of any Indebtedness
(whether or not such right shall have been waived) or the termination of any
commitment to lend;

       

      
        
           


        

        
          - 84
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                8.1.6.

              	
                Final Judgments or
      Orders.

              


      

       

      Any final
judgments or orders for the payment of money in excess of Ten Million and 00/100
Dollars ($10,000,000.00) in the aggregate shall be entered against any Loan
Party by a court having jurisdiction in the premises, which judgment is not
discharged, vacated, bonded or stayed pending appeal within a period of thirty
(30) days from the date of entry;

       

      
        	
                 
      

              	
                8.1.7.

              	
                Loan Document
      Unenforceable.

              


      

       

      Any of
the Loan Documents shall cease to be legal, valid and binding agreements
enforceable against the party executing the same or such party's successors and
assigns (as permitted under the Loan Documents) in accordance with the
respective terms thereof or shall in any way be terminated (except in accordance
with its terms) or become or be declared ineffective or inoperative or shall in
any way be challenged or contested by a Loan Party or RSC or cease to give or
provide the remedies, powers or privileges intended to be created
thereby;

       

      
        	
                 
      

              	
                8.1.8.

              	
                Proceedings Against
      Assets.

              


      

       

      Any of
the Loan Parties' or any of their Subsidiaries' assets are attached, seized,
levied upon or subjected to a writ or distress warrant; or such come within the
possession of any receiver, trustee, custodian or assignee for the benefit of
creditors and the same is not cured within thirty (30) days
thereafter;

       

      
        	
                 
      

              	
                8.1.9.

              	
                Notice of Lien or
      Assessment.

              


      

       

      A notice
of Lien or assessment in excess of Ten Million and 00/100 Dollars
($10,000,000.00) which is not a Permitted Lien is filed of record with respect
to all or any part of any of the Loan Parties' or any of their Subsidiaries'
assets by the United States, or any department, agency or instrumentality
thereof, or by any state, county, municipal or other governmental agency,
including the PBGC, or any taxes or debts owing at any time or times hereafter
to any one of these becomes payable and the same is not paid within thirty (30)
days after the same becomes payable;

       

      
        	
                 
      

              	
                8.1.10.

              	
                Insolvency.

              


      

       

      Any Loan
Party or any Subsidiary of any Loan Party ceases to be Solvent or admits in
writing its inability to pay its debts as they mature;


      
        
           


        

        
          - 85
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                8.1.11.

              	
                Events Relating to
      Plans and Benefit
Arrangements.

              


      

       

      Any of
the following occurs:  (i) any Reportable Event which constitutes
grounds for the termination of any Plan by the PBGC or the appointment of a
trustee to administer or liquidate any Plan, shall have occurred and be
continuing; (ii) proceedings shall have been instituted or other action
taken to terminate any Plan, or a termination notice shall have been filed with
respect to any Plan; (iii) a trustee shall be appointed to administer or
liquidate any Plan; (iv) the PBGC shall give notice of its intent to
institute proceedings to terminate any Plan or Plans or to appoint a trustee to
administer or liquidate any Plan; and, in the case of the occurrence of (i),
(ii), (iii), or (iv) above, the Administrative Agent determines in good faith
that the amount of the Loan Parties' liability is likely to exceed ten percent
(10%) of its consolidated tangible net worth; (v) the Borrower or any
member of the ERISA Group shall fail to make any contributions when due to a
Plan, Multiemployer Plan or Multiple Employer Plan; (vi) the Borrower or
any other member of the ERISA Group shall make any amendment to a Plan with
respect to which security is required under Section 307 of ERISA;
(vii) the Borrower or any other member of the ERISA Group shall withdraw
completely or partially from a Multiemployer Plan or a Multiple Employer Plan;
(viii) the Borrower or any other member of the ERISA Group shall withdraw
(or shall be deemed under Section 4062(e) of ERISA to withdraw) from a
Multiple Employer Plan; or (ix) any applicable Law is adopted, changed or
interpreted by any Official Body with respect to or otherwise affecting one or
more Plans, Multiemployer Plans, Multiple Employer Plans or Benefit Arrangements
and, with respect to any of the events specified in (v), (vi), (vii), (viii) or
(ix), the occurrence of which would be reasonably likely to result in a Material
Adverse Change;

       

      
        	
                 
      

              	
                8.1.12.

              	
                Cessation of
      Business.

              


      

       

      Any Loan
Party or Subsidiary of a Loan Party ceases to conduct its business as
contemplated, except as expressly permitted under Section 7.2.5
[Liquidations, Mergers, Etc.] or 7.2.7 [Dispositions of Assets or Subsidiaries],
or any Loan Party or Subsidiary of a Loan Party is enjoined, restrained or in
any way prevented by court order from conducting all or any material part of its
business and such injunction, restraint or other preventive order is not
dismissed within thirty (30) days after the entry thereof;

       

      
        	
                 
      

              	
                8.1.13.

              	
                Change of
      Control.

              


      

       

      (i)           Any
person or group of persons (within the meaning of Section 13(d) or Section 14(a)
of the Securities Exchange Act of 1934, as amended) other than John H. Schnatter
(or his estate or beneficiaries) shall have acquired beneficial ownership of
(within the meaning of Rule 13d-3 promulgated by the SEC under said Act) twenty
percent (20%) or more of the voting capital stock of the Borrower, or (ii)
within a period of twelve (12) consecutive calendar months, individuals who were
directors of the Borrower on the first day of such period, together with any
directors whose election by such board of directors or whose nomination for
election by the shareholders was approved by a vote of the majority of the
directors then in office shall cease to constitute a majority of the board of
directors of the Borrower.

       

      
        	
                 
      

              	
                8.1.14.

              	
                Involuntary
      Proceedings.

              


      

       

      A
proceeding shall have been instituted in a court having jurisdiction in the
premises seeking a decree or order for relief in respect of any Loan Party or
Subsidiary of a Loan Party in an involuntary case under any applicable
bankruptcy, insolvency, reorganization or other similar Law now or hereafter in
effect, or for the appointment of a receiver, liquidator, assignee, custodian,
trustee, sequestrator, conservator (or similar official) of any Loan Party of
Subsidiary of a Loan Party for any substantial part of its property, or for the
winding-up or liquidation of its affairs, and such proceeding shall remain
undismissed or unstayed and in effect for a period of thirty (30) consecutive
days or such court shall enter a decree or order granting any of the relief
sought in such proceeding; or


      
        
           


        

        
          - 86
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                8.1.15.

              	
                Voluntary
      Proceedings.

              


      

       

      Any Loan
Party of Subsidiary of a Loan Party shall commence a voluntary case under any
applicable bankruptcy, insolvency, reorganization or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment or
taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or other similar official) of itself or for any
substantial part of its property or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any action in furtherance of any of the
foregoing.

       

      
        	
                 
      

              	
                8.2

              	
                Consequences of Event
      of Default.

              


      

       

      8.2.1.       Events of Default Other Than
Bankruptcy or Reorganization Proceedings.

       

      If an
Event of Default specified under Sections 8.1.1 [Payments Under Loan
Documents] through 8.1.13 [Change of Control] shall occur and be continuing, the
Banks, and the Administrative Agent shall be under no further obligation to make
Revolving Credit Loans or issue Letters of Credit, as the case may be, and the
Administrative Agent may, and upon the request of the Required Banks, shall by
written notice to the Borrower:  (i) terminate the Commitments and
thereupon the Commitments shall be terminated and of no further force and
effect, (ii) declare the unpaid principal amount of the Revolving Credit Notes
then outstanding and all interest accrued thereon, any unpaid fees and all other
Indebtedness of the Borrower to the Banks hereunder and thereunder to be
forthwith due and payable, and the same shall thereupon become and be
immediately due and payable to the Administrative Agent for the benefit of each
Bank without presentment, demand, protest or any other notice of any kind, all
of which are hereby expressly waived, and/or (iii) require the Borrower to,
and the Borrower shall thereupon, deposit in a non-interest-bearing account with
the Administrative Agent, as cash collateral for its Obligations under the Loan
Documents, an amount equal to the maximum amount currently or at any time
thereafter available to be drawn on all outstanding Letters of Credit, and the
Borrower hereby pledges to the Administrative Agent and the Banks, and grants to
the Administrative Agent and the Banks a security interest in, all such cash as
security for such Obligations.  Upon the curing of all existing Events
of Default to the satisfaction of the Required Banks, the Administrative Agent
shall return such cash collateral to the Borrower; and

       

      
        	
                 
      

              	
                8.2.2.

              	
                Bankruptcy or
      Reorganization Proceedings.

              


      

       

      If an
Event of Default specified under Section 8.1.14 [Involuntary Proceedings]
or 8.1.15 [Voluntary Proceedings] shall occur, the Commitments shall
automatically terminate and be of no further force and effect, the Banks and the
Administrative Agent shall be under no further obligations to make Revolving
Credit Loans or issue Letters of Credit, as the case may be, hereunder and the
unpaid principal amount of the Loans then outstanding and all interest accrued
thereon, any unpaid fees and all other Indebtedness of the Borrower to the Banks
hereunder and thereunder shall be immediately due and payable, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived; and


      
        
           


        

        
          - 87
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                8.2.3.

              	
                Set-off.

              


      

       

      If an
Event of Default shall occur and be continuing, any Bank to whom any Obligation
is owed by any Loan Party or RSC hereunder or under any other Loan Document or
any participant of such Bank which has agreed in writing to be bound by the
provisions of Section 9.13 [Equalization of Banks] and any branch,
Subsidiary or Affiliate of such Bank or participant anywhere in the world shall
have the right, in addition to all other rights and remedies available to it,
without notice to such Loan Party or RSC, to set-off against and apply to the
then unpaid balance of all the Loans and all other Obligations of the Borrower,
the other Loan Parties and RSC hereunder or under any other Loan Document any
debt owing to, and any other funds held in any manner for the account of, the
Borrower, such other Loan Party or RSC by such Bank or participant or by such
branch, Subsidiary or Affiliate, including all funds in all deposit accounts
(whether time or demand, general or special, provisionally credited or finally
credited, or otherwise) now or hereafter maintained by the Borrower, such other
Loan Party or RSC for its own account (but not including funds held in custodian
or trust accounts) with such Bank or participant or such branch, Subsidiary or
Affiliate.  Such right shall exist whether or not any Bank or the
Administrative Agent shall have made any demand under this Agreement or any
other Loan Document, whether or not such debt owing to or funds held for the
account of the Borrower, such other Loan Party or RSC is or are matured or
unmatured and regardless of the existence or adequacy of any Guaranty or any
other security, right or remedy available to any Bank or the Administrative
Agent; and

       

      
        	
                 
      

              	
                8.2.4.

              	
                Suits, Actions,
      Proceedings.

              


      

       

      If an
Event of Default shall occur and be continuing, and whether or not the
Administrative Agent shall have accelerated the maturity of Loans pursuant to
any of the foregoing provisions of this Section 8.2 [Consequences of Event
of Default], the Administrative Agent or any Bank, if owed any amount with
respect to the Loans, may proceed to protect and enforce its rights by suit in
equity, action at law and/or other appropriate proceeding, whether for the
specific performance of any covenant or agreement contained in this Agreement or
the other Loan Documents, including as permitted by applicable Law the obtaining
of the ex parte
appointment of a receiver, and, if such amount shall have become due, by
declaration or otherwise, proceed to enforce the payment thereof or any other
legal or equitable right of the Administrative Agent or such Bank;
and

       

      
        	
                 
      

              	
                8.2.5.

              	
                Application of
      Proceeds.

              


      

       

      From and
after the date on which the Administrative Agent has taken any action pursuant
to this Section 8.2 [Consequences of Event of Default] and until all
Obligations of the Loan Parties and RSC have been paid in full, any and all
proceeds received by the Administrative Agent from the exercise of any remedy by
the Administrative Agent, shall be applied as follows:

       

      
        
           


        

        
          - 88
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    (i)           first,
to reimburse the Administrative Agent and the Banks for out-of-pocket costs,
expenses and disbursements, including reasonable attorneys' and paralegals' fees
and legal expenses, incurred by the Administrative Agent or the Banks in
connection with collection of any Obligations of any of the Loan Parties and RSC
under any of the Loan Documents;

     

    (ii)           second,
to the repayment of all Obligations then due and unpaid of the Loan Parties and
RSC to the Banks incurred under this Agreement or any of the other Loan
Documents or a Bank-Provided Hedge or any Other Bank-Provided Financial Services
Product, whether of principal, interest, fees, expenses or otherwise, in such
manner as the Administrative Agent may determine in its discretion;
and

     

    (iii)           the
balance, if any, as required by Law.

     

    
      	
               
      

            	
              8.2.6.

            	
              Other Rights and
      Remedies.

            


    

     

    In
addition to all of the rights and remedies contained in this Agreement or in any
of the other Loan Documents, the Administrative Agent shall have all of the
rights and remedies under applicable Law, all of which rights and remedies shall
be cumulative and non-exclusive, to the extent permitted by Law.  The
Administrative Agent may, and upon the request of the Required Banks shall,
exercise all post-default rights granted to the Administrative Agent and the
Banks under the Loan Documents or applicable Law.

     

    
      9.   
   THE ADMINISTRATIVE
AGENT

    

     

    
      	
               
      

            	
              9.1

            	
              Appointment.

            


    

     

    Each Bank
hereby irrevocably designates, appoints and authorizes PNC Bank to act as
Administrative Agent for such Bank under this Agreement and to execute and
deliver or accept on behalf of each of the Banks the other Loan
Documents.  Each Bank hereby irrevocably authorizes, and each holder
of any Note by the acceptance of a Note shall be deemed irrevocably to
authorize, the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and any other
instruments and agreements referred to herein, and to exercise such powers and
to perform such duties hereunder as are specifically delegated to or required of
the Administrative Agent by the terms hereof, together with such powers as are
reasonably incidental thereto.  PNC Bank agrees to act as the
Administrative Agent on behalf of the Banks to the extent provided in this
Agreement.

     

    
      	
               
      

            	
              9.2

            	
              Delegation of
      Duties.

            


    

     

    The
Administrative Agent may perform any of its duties hereunder by or through
agents or employees (provided such
delegation does not constitute a relinquishment of its duties as Administrative
Agent) subject to Sections 9.5 [Reimbursement of Administrative Agent by
Loan Parties, Etc.] and 9.6 [Exculpatory Provisions, Etc.], shall be entitled to
engage and pay for the advice or services of any attorneys, accountants or other
experts concerning all matters pertaining to its duties hereunder and to rely
upon any advice so obtained.

     

    
      
         


      

      
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              9.3

            	
              Nature of Duties;
      Independent Credit
Investigation.

            


    

     

    The
Administrative Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and no implied covenants, functions,
responsibilities, duties, obligations, or liabilities shall be read into this
Agreement or otherwise exist.  The duties of the Administrative Agent
shall be mechanical and administrative in nature; the Administrative Agent shall
not have by reason of this Agreement a fiduciary or trust relationship in
respect of any Bank; and nothing in this Agreement, expressed or implied, is
intended to or shall be so construed as to impose upon the Administrative Agent
any obligations in respect of this Agreement except as expressly set forth
herein.  Without limiting the generality of the foregoing, the use of
the term "agent" in this Agreement with reference to the Administrative Agent is
not intended to connote any fiduciary or other implied (or express) obligations
arising under agency doctrine of any applicable Law.  Instead, such
term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting
parties.  Each Bank expressly acknowledges (i) that the
Administrative Agent has not made any representations or warranties to it and
that no act by the Administrative Agent hereafter taken, including any review of
the affairs of any of the Loan Parties or RSC, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Bank;
(ii) that it has made and will continue to make, without reliance upon the
Administrative Agent, its own independent investigation of the financial
condition and affairs and its own appraisal of the creditworthiness of each of
the Loan Parties and RSC in connection with this Agreement and the making and
continuance of the Loans hereunder; and (iii) except as expressly provided
herein, that the Administrative Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Bank with any credit
or other information with respect thereto, whether coming into its possession
before the making of any Loan or at any time or times thereafter.

     

    
      	
               
      

            	
              9.4

            	
              Actions in Discretion
      of Administrative Agent; Instructions From the
    Banks.

            


    

     

    The
Administrative Agent agrees, upon the written request of the Required Banks, to
take or refrain from taking any action of the type specified as being within the
Administrative Agent's rights, powers or discretion herein, provided that the
Administrative Agent shall not be required to take any action which exposes the
Administrative Agent to personal liability or which is contrary to this
Agreement or any other Loan Document or applicable Law.  In the
absence of a request by the Required Banks, the Administrative Agent shall have
authority, in its sole discretion, to take or not to take any such action,
unless this Agreement specifically requires the consent of the Required Banks or
all of the Banks.  Any action taken or failure to act pursuant to such
instructions or discretion shall be binding on the Banks, subject to
Section 9.6 [Exculpatory Provisions, Etc.].  Subject to the
provisions of Section 9.6 [Exculpatory Provisions, Etc.], no Bank shall
have any right of action whatsoever against the Administrative Agent as a result
of the Administrative Agent acting or refraining from acting hereunder in
accordance with the instructions of the Required Banks, or in the absence of
such instructions, in the absolute discretion of the Administrative
Agent.

     

    
      
         


      

      
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              9.5

            	
              Reimbursement and
      Indemnification of Administrative Agent by the Loan Parties and
      RSC.

            


    

     

    Each Loan
Party and RSC jointly, severally and unconditionally agrees to pay or reimburse
the Administrative Agent and hold the Administrative Agent harmless against
(a) liability for the payment of all reasonable out-of-pocket costs,
expenses and disbursements, including fees and expenses of counsel (including
the allocated costs of staff counsel), appraisers and environmental consultants,
incurred by the Administrative Agent (i) in connection with the
development, negotiation, preparation, printing, execution, administration,
syndication, interpretation and performance of this Agreement and the other Loan
Documents, (ii) relating to any requested amendments, waivers or consents
pursuant to the provisions hereof, (iii) in connection with the enforcement
of this Agreement or any other Loan Document or collection of amounts due
hereunder or thereunder or the proof and allowability of any claim arising under
this Agreement or any other Loan Document, whether in bankruptcy or receivership
proceedings or otherwise, (iv) in any workout or restructuring or in
connection with the protection, preservation, exercise or enforcement of any of
the terms hereof or of any rights hereunder or under any other Loan Document or
in connection with any foreclosure, collection or bankruptcy proceedings, and
(v) in connection with any Environmental Complaint threatened or asserted
against the Administrative Agent or the Banks in any way relating to or arising
out of this Agreement or any other Loan Documents (including the protection,
preservation, exercise or enforcement of any of the terms hereof or of any
rights hereunder or under any other Loan Document or in connection with any
foreclosure, collection or bankruptcy proceedings or in any workout or
restructuring), and (b) all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent, in its capacity as such, in any way relating
to or arising out of (i) this Agreement or any other Loan Documents or any
action taken or omitted by the Administrative Agent hereunder or thereunder, and
(ii) any Environmental Complaint in any way relating to or arising out of this
Agreement or any other Loan Document or any action taken or omitted by the
Administrative Agent hereunder or thereunder, provided that no Loan
Party or RSC shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements if the same results from the Administrative Agent's gross
negligence or willful misconduct, or if the Borrower was not given notice of the
subject claim and the opportunity to participate in the defense thereof, at its
expense (except that each Loan Party and RSC shall remain liable to the extent
such failure to give notice does not result in a loss to such Loan Party or
RSC), or if the same results from a compromise or settlement agreement entered
into without the consent of the Borrower, which shall not be unreasonably
withheld.  In addition, the Loan Parties and RSC, jointly and
severally, agree to reimburse and pay all reasonable out-of-pocket expenses of
the Administrative Agent's regular employees and agents engaged periodically to
perform audits of the Loan Parties' and RSC's books, records and business
properties.

     

    
      
         


      

      
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              9.6

            	
              Exculpatory
      Provisions; Limitation of
Liability.

            


    

     

    Neither
the Administrative Agent nor any of its directors, officers, employees, agents,
attorneys or Affiliates shall (a) be liable to any Bank for any action
taken or omitted to be taken by it or them hereunder, or in connection herewith
including pursuant to any Loan Document, unless caused by its or their own gross
negligence or willful misconduct, (b) be responsible in any manner to any
of the Banks for the effectiveness, enforceability, genuineness, validity or the
due execution of this Agreement or any other Loan Documents or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any other Loan
Documents, or (c) be under any obligation to any of the Banks to ascertain
or to inquire as to the performance or observance of any of the terms, covenants
or conditions hereof or thereof on the part of the Loan Parties or RSC, or the
financial condition of the Loan Parties or RSC, or the existence or possible
existence of any Event of Default or Potential Default. No claim may be made by
any of the Loan Parties, RSC, any Bank, the Administrative Agent or any of their
respective Subsidiaries against the Administrative Agent, any Bank or any of
their respective directors, officers, employees, agents, attorneys or
Affiliates, or any of them, for any special, indirect or consequential damages
or, to the fullest extent permitted by Law, for any punitive damages in respect
of any claim or cause of action (whether based on contract, tort, statutory
liability, or any other ground) based on, arising out of or related to any Loan
Document or the transactions contemplated hereby or any act, omission or event
occurring in connection therewith, including the negotiation, documentation,
administration or collection of the Loans, and each of the Loan Parties, (for
itself and on behalf of each of its Subsidiaries), the Administrative Agent and
each Bank hereby waive, release and agree never to sue upon any claim for any
such damages, whether such claim now exists or hereafter arises and whether or
not it is now known or suspected to exist in its favor.  Each Bank
agrees that, except for notices, reports and other documents expressly required
to be furnished to the Banks by the Administrative Agent hereunder or given to
the Administrative Agent for the account of or with copies for the Banks, the
Administrative Agent and each of its directors, officers, employees, agents,
attorneys or Affiliates shall not have any duty or responsibility to provide any
Bank with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Loan Parties or RSC which may come into the possession of the Administrative
Agent or any of its directors, officers, employees, agents, attorneys or
Affiliates.

     

    
      	
               
      

            	
              9.7

            	
              Reimbursement and
      Indemnification of Administrative Agent by
  Banks.

            


    

     

    Each Bank
agrees to reimburse and indemnify the Administrative Agent (to the extent not
reimbursed by the Loan Parties or RSC and without limiting the Obligation of any
Loan Party or RSC to do so) in proportion to its Ratable Share from and against
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements, including attorneys' fees and
disbursements (including the allocated costs of staff counsel), and costs of
appraisers and environmental consultants, of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Administrative
Agent hereunder or thereunder, provided that no Bank
shall be liable for any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
(a) if the same results from the Administrative Agent's gross negligence or
willful misconduct, or (b) if such Bank was not given notice of the subject
claim and the opportunity to participate in the defense thereof, at its expense
(except that such Bank shall remain liable to the extent such failure to give
notice does not result in a loss to the Bank), or (c) if the same results
from a compromise and settlement agreement entered into without the consent of
such Bank, which shall not be unreasonably withheld.  In addition,
each Bank agrees promptly upon demand to reimburse the Administrative Agent (to
the extent not reimbursed by the Loan Parties or RSC and without limiting the
Obligation of any Loan Party or RSC to do so) in proportion to its Ratable Share
for all amounts due and payable by the Loan Parties and RSC to the
Administrative Agent in connection with the Administrative Agent's periodic
audit of the Loan Parties' and RSC's books, records and business
properties.

     

    
      
         


      

      
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              9.8

            	
              Reliance by
      Administrative Agent.

            


    

     

    The
Administrative Agent shall be entitled to rely upon any writing, facsimile,
telex or teletype message, resolution, notice, consent, certificate, letter,
cablegram, statement, order or other document or conversation by telephone or
otherwise believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon the advice and opinions of
counsel and other professional advisers selected by the Administrative
Agent.  The Administrative Agent shall be fully justified in failing
or refusing to take any action hereunder unless it shall first be indemnified to
its satisfaction by the Banks against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action.

     

    
      	
               
      

            	
              9.9

            	
              Notice of
      Default.

            


    

     

    The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Potential Default or Event of Default unless the
Administrative Agent has received written notice from a Bank or the Borrower
referring to this Agreement, describing such Potential Default or Event of
Default and stating that such notice is a "notice of Event of Default" or a
"notice of Potential Default", as the case may be.

     

    
      	
               
      

            	
              9.10

            	
              Notices.

            


    

     

    The
Administrative Agent shall promptly send to each Bank a copy of all notices
received from the Borrower pursuant to the provisions of this Agreement or the
other Loan Documents promptly upon receipt thereof.  The
Administrative Agent shall promptly notify the Borrower and the other Banks of
each change in the Base Rate and the effective date thereof.

     

    
      	
               
      

            	
              9.11

            	
              Banks in Their
      Individual Capacities; Administrative Agent in its Individual
      Capacity.

            


    

     

    With
respect to the Revolving Credit Commitment, the Revolving Credit Loans made by
it and any other rights and powers given to it as a Bank hereunder or under any
of the other Loan Documents, the Administrative Agent shall have the same rights
and powers hereunder as any other Bank and may exercise the same as though it
were not the Administrative Agent, and the term "Bank" and "Banks" shall, unless
the context otherwise indicates, include the Administrative Agent in its
individual capacity.  PNC Bank and its Affiliates and each of the
Banks and their respective Affiliates may, without liability to account, except
as prohibited herein, make loans to, issue letters of credit for the account of,
acquire equity interests in, accept deposits from, discount drafts for, act as
trustee under indentures of, and generally engage in any kind of banking, trust,
financial advisory, underwriting or other business with, the Loan Parties and
their Affiliates, in the case of the Administrative Agent, as though it were not
acting as Administrative Agent hereunder and in the case of each Bank, as though
such Bank were not a Bank hereunder, in each case without notice to or consent
of the other Banks.  The Banks acknowledge that, pursuant to such
activities, the Administrative Agent or its Affiliates may (i) receive
information regarding the Loan Parties or any of their Subsidiaries or
Affiliates (including information that may be subject to confidentiality
obligations in favor of the Loan Parties or such Subsidiary or Affiliate) and
acknowledge that the Administrative Agent shall be under no obligation to
provide such information to them, and (ii) accept fees and other
consideration from the Loan Parties or RSC for services in connection with this
Agreement and otherwise without having to account for the same to the
Banks.

     

    
      
         


      

      
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              9.12

            	
              Holders of
      Notes.

            


    

     

    The
Administrative Agent may deem and treat any payee of any Note as the owner
thereof for all purposes hereof unless and until written notice of the
assignment or transfer thereof shall have been filed with the Administrative
Agent.  Subject to the foregoing, any request, authority or consent of
any Person who at the time of making such request or giving such authority or
consent is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of such Note or of any Note or Notes
issued in exchange therefor.

     

    
      	
               
      

            	
              9.13

            	
              Equalization of
      Banks.

            


    

     

    The Banks
and the holders of any participations in any Notes agree among themselves
that, with respect
to all amounts received by any Bank or any such holder for application on any
Obligation hereunder or under any Note or under any such participation, whether
received by voluntary payment, by realization upon security, by the exercise of
the right of set-off or banker's lien, by counterclaim or by any other non-pro
rata source, equitable adjustment will be made in the manner stated in the
following sentence so that, in effect, all such excess amounts will be shared
ratably among the Banks and such holders in proportion to their interests in
payments under the Notes, except as otherwise provided in Section 3.4.3
[Administrative Agent's and Bank's Rights], 4.4.2 [Replacement of a Bank] or 4.6
[Additional Compensation in Certain Circumstances].  The Banks or any
such holder receiving any such amount shall purchase for cash from each of the
other Banks an interest in such Bank's Loans in such amount as shall result in a
ratable participation by the Banks and each such holder in the aggregate unpaid
amount under the Notes, provided that if all
or any portion of such excess amount is thereafter recovered from the Bank or
the holder making such purchase, such purchase shall be rescinded and the
purchase price restored to the extent of such recovery, together with interest
or other amounts, if any, required by Law (including court order) to be paid by
the Bank or the holder making such purchase.

     

    
      
         


      

      
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              9.14

            	
              Successor
      Administrative Agent.

            


    

     

    The
Administrative Agent (i) may resign as Administrative Agent or
(ii) shall resign if such resignation is requested by the Required Banks
(if the Administrative Agent is a Bank, the Administrative Agent's Loans and its
Commitment shall be considered in determining whether the Required Banks have
requested such resignation) or required by Section 4.4.2 [Replacement of a
Bank], in either case of (i) or (ii) by giving not less than thirty (30) days'
prior written notice to the Borrower.  If the Administrative Agent
shall resign under this Agreement, then either (a) the Required Banks shall
appoint from among the Banks a successor agent for the Banks, subject to the
consent of the Borrower, such consent not to be unreasonably withheld, or
(b) if a successor agent shall not be so appointed and approved within the
thirty (30) day period following the Administrative Agent's notice to the Banks
of its resignation, then the Administrative Agent shall appoint, with the
consent of the Borrower, such consent not to be unreasonably withheld, a
successor agent who shall serve as Administrative Agent until such time as the
Required Banks appoint and the Borrower consents to the appointment of a
successor agent, provided that the consent of the Borrower shall not be required
if any Event of Default then exists.  Upon its appointment pursuant to
either clause (a) or (b) above, such successor agent shall succeed to the
rights, powers and duties of the Administrative Agent, and the term
"Administrative Agent" shall mean such successor agent, effective upon its
appointment, and the former Administrative Agent's rights, powers and duties as
Administrative Agent shall be terminated without any other or further act or
deed on the part of such former Administrative Agent or any of the parties to
this Agreement.  After the resignation of any Administrative Agent
hereunder, the provisions of this Section 9 [The Administrative Agent]
shall inure to the benefit of such former Administrative Agent and such former
Administrative Agent shall not by reason of such resignation be deemed to be
released from liability for any actions taken or not taken by it while it was an
Administrative Agent under this Agreement.

     

    
      	
               
      

            	
              9.15

            	
              Administrative Agent's
      Fee.

            


    

     

    The
Borrower shall pay to the Administrative Agent a nonrefundable fee (the
"Administrative Agent's Letter") between the Borrower and Administrative Agent,
as amended from time to time.

     

    
      	
               
      

            	
              9.16

            	
              Availability of
      Funds.

            


    

     

    The
Administrative Agent may assume that each Bank has made or will make the
proceeds of a Loan available to the Administrative Agent in the applicable
currency unless the Administrative Agent shall have been notified by such Bank
on or before the later of (1) the close of Business on the Business Day
preceding the Borrowing Date with respect to such Loan or two (2) hours before
the time on which the Administrative Agent actually funds the proceeds of such
Loan to the Borrower (whether using its own funds pursuant to this
Section 9.16 [Availability of Funds] or using proceeds deposited with the
Administrative Agent by the Banks and whether such funding occurs before or
after the time on which Banks are required to deposit the proceeds of such Loan
with the Administrative Agent).  The Administrative Agent may, in
reliance upon such assumption (but shall not be required to), make available to
the Borrower a corresponding amount in the applicable currency.  If
such corresponding amount is not in fact made available to the Administrative
Agent by such Bank in the applicable currency, the Administrative Agent shall be
entitled to recover such amount on demand from such Bank (or, if such Bank fails
to pay such amount forthwith upon such demand from the Borrower) together with
interest thereon, in respect of each day during the period commencing on the
date such amount was made available to the Borrower and ending on the date the
Administrative Agent recovers such amount, at a rate per annum equal to (i) the
Federal Funds Effective Rate during the first three (3) days after such interest
shall begin to accrue and (ii) the applicable interest rate in respect of such
Loan after the end of such three-day period.

     

    
      
         


      

      
        - 95
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              9.17

            	
              Calculations.

            


    

     

    In the
absence of gross negligence or willful misconduct, the Administrative Agent
shall not be liable for any error in computing the amount payable to any Bank
whether in respect of the Loans, fees or any other amounts due to the Banks
under this Agreement.  In the event an error in computing any amount
payable to any Bank is made, the Administrative Agent, the Borrower and each
affected Bank shall, forthwith upon discovery of such error, make such
adjustments as shall be required to correct such error, and any compensation
therefor will be calculated at the Federal Funds Effective Rate or the Overnight
Rate if such computation relates to a Loan made in an Optional
Currency.

     

    
      	
               
      

            	
              9.18

            	
              No Reliance on
      Administrative Agent's Customer Identification
    Program.

            


    

     

    Each Bank
acknowledges and agrees that neither such Bank, nor any of its Affiliates,
participants or assignees, may rely on the Administrative Agent to carry out
such Bank's, Affiliate's, participant's or assignee's customer identification
program, or other obligations required or imposed under or pursuant to the USA
Patriot Act or the regulations thereunder, including the regulations contained
in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or
any other Anti-Terrorism Law, including any programs involving any of the
following items relating to or in connection with any of the Loan Parties, their
Affiliates or their agents, the Loan Documents or the transactions hereunder or
contemplated hereby: (1) any identity verification procedures, (2) any record
keeping, (3) comparisons with government lists, (4) customer notices or (5)
other procedures required under the CIP Regulations or such other
Laws.

     

    
      	
               
      

            	
              9.19

            	
              Beneficiaries.

            


    

     

    Except as
expressly provided herein, the provisions of this Section 9 [The
Administrative Agent] are solely for the benefit of the Administrative Agent and
the Banks, and neither the Loan Parties nor RSC shall have any rights to rely on
or enforce any of the provisions hereof.  In performing its functions
and duties under this Agreement, the Administrative Agent shall act solely as
agent of the Banks and does not assume and shall not be deemed to have assumed
any obligation toward or relationship of agency or trust with or for any of the
Loan Parties or RSC.

     

    
      
         


      

      
        - 96
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              9.20

            	
              Syndication Agent,
      Co-Documentation Agents, Lead Arranger and Sole
      Bookrunner.

            


    

     

    The
parties hereto acknowledge and agree that no Person shall have, solely by reason
of its designation as syndication agent, co-documentation agent, lead arranger
or sole bookrunner, any power, duty, responsibility or liability whatsoever
under this Agreement or any other Loan Document.

     

    
      10.         
MISCELLANEOUS

    

     

    
      	
               
      

            	
              10.1

            	
              Modifications,
      Amendments or Waivers.

            


    

     

    With the
written consent of the Required Banks, the Administrative Agent, acting on
behalf of all the Banks, and the Borrower, on behalf of the Loan Parties and
RSC, may from time to time enter into written agreements amending or changing
any provision of this Agreement or any other Loan Document or the rights of the
Banks, the Loan Parties or RSC hereunder or thereunder, or may grant written
waivers or consents hereunder or thereunder.  Any such agreement,
waiver or consent made with such written consent shall be effective to bind all
the Banks, the Loan Parties and RSC; provided, that no
such agreement, waiver or consent may be made which will:

     

    10.1.1.   
Increase of
Commitment.

     

    Increase
the amount of the Revolving Credit Commitment of any Bank hereunder without the
consent of such Bank;

     

    10.1.2.    Extension of Payment;
Reduction of Principal Interest or Fees; Modification of Terms of
Payment.

     

    Whether
or not any Loans are outstanding, extend the Expiration Date or the time for
payment of principal or interest of any Loan, the Commitment Fee or any other
fee payable to any Bank, or reduce the principal amount of or the rate of
interest borne by any Loan or reduce the Commitment Fee or any other fee payable
to any Bank, or otherwise affect the terms of payment of the principal of or
interest of any Loan, the Commitment Fee or any other fee payable to any Bank
without the consent of each Bank directly affected thereby;

     

    
      	
               
      

            	
              10.1.3.

            	
              Release of
      Guarantor.

            


    

     

    Except in
connection with the dissolution of a Loan Party permitted pursuant to Section
7.2.5 [Liquidations, Mergers, Consolidations, Acquisitions], release any
Guarantor from its Obligations under the Guaranty Agreements, the Borrower/RSC
Guaranty Agreement or any other security for any of the Loan Parties' or RSC's
Obligations, in each case without the written consent of all Banks (other than
Defaulting Banks); or

     

    
      
         


      

      
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              10.1.4.

            	
              Miscellaneous.

            


    

     

    Amend
Section 4.2 [Pro Rata Treatment of Banks], 9.6 [Exculpatory Provisions,
Etc.] or 9.13 [Equalization of Banks] or this Section 10.1 [Modifications,
Amendments or Waivers], alter any provision regarding the pro rata treatment of
the Banks, change the definition of Required Banks, or change any requirement
providing for the Banks or the Required Banks to authorize the taking of any
action hereunder, in each case without the written consent of all Banks (other
than Defaulting Banks);

     

    provided, further,
that no agreement, waiver or consent which would modify the interests, rights or
obligations of (i) the Administrative Agent in its capacity as Administrative
Agent shall be effective without the written consent of the Administrative Agent
or (ii) the Administrative Agent in its capacity as issuer of Letters of Credit
shall be effective without the written consent of the Administrative
Agent.

     

    
      	
               
      

            	
              10.2

            	
              No Implied Waivers;
      Cumulative Remedies; Writing
Required.

            


    

     

    No course
of dealing and no delay or failure of the Administrative Agent or any Bank in
exercising any right, power, remedy or privilege under this Agreement or any
other Loan Document shall affect any other or future exercise thereof or operate
as a waiver thereof, nor shall any single or partial exercise thereof or any
abandonment or discontinuance of steps to enforce such a right, power, remedy or
privilege preclude any further exercise thereof or of any other right, power,
remedy or privilege.  The rights and remedies of the Administrative
Agent and the Banks under this Agreement and any other Loan Documents are
cumulative and not exclusive of any rights or remedies which they would
otherwise have.  Any waiver, permit, consent or approval of any kind
or character on the part of any Bank of any breach or default under this
Agreement or any such waiver of any provision or condition of this Agreement
must be in writing and shall be effective only to the extent specifically set
forth in such writing.

     

    
      
         


      

      
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              10.3

            	
              Reimbursement and
      Indemnification of Banks by the Loan Parties and RSC;
      Taxes.

            


    

     

    The Loan
Parties and RSC, jointly and severally, agree unconditionally upon demand to pay
or reimburse to each Bank (other than the Administrative Agent, as to which the
Loan Parties' and RSC's Obligations are set forth in Section 9.5
[Reimbursement of Administrative Agent By Loan Parties, Etc.]) and to save such
Bank harmless against (i) liability for the payment of all reasonable
out-of-pocket costs, expenses and disbursements (including fees and expenses of
counsel (including allocated costs of staff counsel) for each Bank except with
respect to (a) and (b) below), incurred by such Bank (a) in connection with
the negotiation, preparation, execution, administration and interpretation of
this Agreement, and other instruments and documents to be delivered hereunder,
(b) relating to any amendments, waivers or consents pursuant to the
provisions hereof, (c) in connection with the enforcement of this Agreement
or any other Loan Document, or collection of amounts due hereunder or thereunder
or the proof and allowability of any claim arising under this Agreement or any
other Loan Document, whether in bankruptcy or receivership proceedings or
otherwise, (d) in any workout or restructuring or in connection with the
protection, preservation, exercise or enforcement of any of the terms hereof or
of any rights hereunder or under any other Loan Document or in connection with
any foreclosure, collection or bankruptcy proceedings, and (e) in connection
with any Environmental Complaint threatened or asserted against the
Administrative Agent or the Banks in any way relating to or arising out of this
Agreement or any other Loan Documents (including the protection, preservation,
exercise or enforcement of any of the terms hereof or of any rights hereunder or
under any other Loan Document or in connection with any foreclosure, collection
or bankruptcy proceedings or in any workout or restructuring), or (ii) all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by or asserted against such Bank, in its capacity as such,
in any way relating to or arising out of (y) this Agreement or any other Loan
Documents or any action taken or omitted by such Bank hereunder or thereunder
and (z) any Environmental Complaint in any way relating to or arising out of
this Agreement or any other Loan Document or any action taken or omitted by such
Bank hereunder or thereunder, provided that no Loan
Party or RSC shall be liable for any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements (A) if the same results from such Bank's gross negligence or
willful misconduct, or (B) if the Borrower was not given notice of the
subject claim and the opportunity to participate in the defense thereof, at its
expense (except that each Loan Party and RSC shall remain liable to the extent
such failure to give notice does not result in a loss to such Loan Party or
RSC), or (C) if the same results from a compromise or settlement agreement
entered into without the consent of the Borrower, which shall not be
unreasonably withheld.  The Banks will attempt to minimize the fees
and expenses of legal counsel for the Banks which are subject to reimbursement
by the Borrower hereunder by considering the usage of one law firm to represent
the Banks and the Administrative Agent if appropriate under the
circumstances.  Each Loan Party and RSC, jointly and severally, agrees
unconditionally to pay all stamp, document, transfer, recording or filing taxes
or fees and similar impositions now or hereafter determined by the
Administrative Agent or any Bank to be payable in connection with this Agreement
or any other Loan Document, and each Loan Party and RSC, jointly and severally,
agrees unconditionally to save the Administrative Agent and the Banks harmless
from and against any and all present or future claims, liabilities or losses
with respect to or resulting from any omission to pay or delay in paying any
such taxes, fees or impositions.

     

    
      	
               
      

            	
              10.4

            	
              Holidays.

            


    

     

    Whenever
payment of a Loan to be made or taken hereunder shall be due on a day which is
not a Business Day such payment shall be due on the next Business Day (except as
provided in Section 3.2 [Interest Periods] with respect to Interest Periods
under the Euro-Rate Option) and such extension of time shall be included in
computing interest and fees, except that the Loans shall be due on the Business
Day preceding the Expiration Date if the Expiration Date is not a Business
Day.  Whenever any payment or action to be made or taken hereunder
(other than payment of the Loans) shall be stated to be due on a day which is
not a Business Day, such payment or action shall be made or taken on the next
following Business Day, and such extension of time shall not be included in
computing interest or fees, if any, in connection with such payment or
action.

     

    
      
         


      

      
        - 99
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.5

            	
              Funding by Branch,
      Subsidiary or Affiliate.

            


    

     

    
      	
               
      

            	
              10.5.1.

            	
              Notional
      Funding.

            


    

     

    Each Bank
shall have the right from time to time, without notice to the Borrower, to deem
any branch, Subsidiary or Affiliate (which for the purposes of this
Section 10.5 [Funding by Branch, Subsidiary or Affiliate] shall mean any
corporation or association which is directly or indirectly controlled by or is
under direct or indirect common control with any corporation or association
which directly or indirectly controls such Bank) of such Bank to have made,
maintained or funded any Loan to which the Euro-Rate Option applies at any time,
provided that
immediately following (on the assumption that a payment were then due from the
Borrower to such other office), and as a result of such change, the Borrower
would not be under any greater financial obligation pursuant to Section 4.6
[Additional Compensation in Certain Circumstances] than it would have been in
the absence of such change.  Notional funding offices may be selected
by each Bank without regard to such Bank's actual methods of making, maintaining
or funding the Loans or any sources of funding actually used by or available to
such Bank.

     

    
      	
               
      

            	
              10.5.2.

            	
              Actual
      Funding.

            


    

     

    Each Bank
shall have the right from time to time to make or maintain any Loan by arranging
for a branch, Subsidiary or Affiliate of such Bank to make or maintain such Loan
subject to the last sentence of this Section 10.5.2 [Actual
Funding].  If any Bank causes a branch, Subsidiary or Affiliate to
make or maintain any part of the Loans hereunder, all terms and conditions of
this Agreement shall, except where the context clearly requires otherwise, be
applicable to such part of the Loans to the same extent as if such Loans were
made or maintained by such Bank, but in no event shall any Bank's use of such a
branch, Subsidiary or Affiliate to make or maintain any part of the Loans
hereunder cause such Bank or such branch, Subsidiary or Affiliate to incur any
cost or expenses payable by the Borrower hereunder or require the Borrower to
pay any other compensation to any Bank (including any expenses incurred or
payable pursuant to Section 4.6 [Additional Compensation in Certain
Circumstances]) which would otherwise not be incurred.

     

    
      	
               
      

            	
              10.6

            	
              Notices; Lending
      Offices.

            


    

     

    Any
notice, request, demand, direction or other communication (for purposes of this
Section 10.6 [Notices] only, a "Notice" to be given to or made upon any party
hereto under any provision of this Agreement shall be given or made by telephone
or in writing (which includes means of electronic transmission (i.e., "e-mail")
or facsimile transmission or by setting forth such Notice on a site on the World
Wide Web (a "Website Posting") if Notice of such Website Posting (including the
information necessary to access such site) has previously been delivered to the
applicable parties hereto by another means set forth in this Section 10.6
[Notices]) in accordance with this Section 10.6 [Notices].  Any such
Notice must be delivered to the applicable parties hereto at the addresses and
numbers set forth under their respective names on Schedule 1.1(B)
hereof or in accordance with any subsequent unrevoked Notice from any such party
that is given in accordance with this Section 10.6 [Notices].  Any
Notice shall be effective:

     

    
      
         


      

      
        - 100
-

        
          

        

      

      
         


      

    


    (i)           In
the case of hand-delivery, when delivered;

     

    (ii)          If
given by mail, four (4) days after such Notice is deposited with the United
States Postal Service, with first-class postage prepaid, return receipt
requested;

     

    (iii)         In
the case of a telephonic Notice, when a party is contacted by telephone, if
delivery of such telephonic Notice is confirmed no later than the next Business
Day by hand delivery, a facsimile or electronic transmission, a Website Posting
or overnight courier delivery of a confirmatory notice (received at or before
noon on such next Business Day);

     

    (iv)         In
the case of a facsimile transmission, when sent to the applicable party's
facsimile machine's telephone number if the party sending such Notice receives
confirmation of the delivery thereof from its own facsimile
machine;

     

    (v)          In
the case of electronic transmission, when actually received;

     

    (vi)         In
the case of a Website Posting, upon delivery of a Notice of such posting
(including the information necessary to access such web site) by another means
set forth in this Section 10.6 [Notices]; and

     

    (vii)        If
given by any other means (including by overnight courier), when actually
received.

     

    Any Bank
giving a Notice to a Loan Party or RSC shall concurrently send a copy thereof to
the Administrative Agent, and the Administrative Agent shall promptly notify the
other Banks of its receipt of such Notice.  Schedule 1.1(B) lists
the lending offices of each Bank.  Each Bank may change its lending
office by written notice to the other parties hereto.

     

    
      	
               
      

            	
              10.7

            	
              Severability.

            


    

     

    The
provisions of this Agreement are intended to be severable.  If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any
jurisdiction.

     

    
      	
               
      

            	
              10.8

            	
              Governing
      Law.

            


    

     

    Each
Letter of Credit and Section 2.9 [Letter of Credit Subfacility] shall be
subject to the Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500, as the same
may be revised or amended from time to time, and to the extent not inconsistent
therewith, the internal laws of the State of New York without regard to its
conflict of laws principles, and the balance of this Agreement shall be deemed
to be a contract under the Laws of the State of New York and for all purposes
shall be governed by and construed and enforced in accordance with the internal
laws of the State of New York without regard to its conflict of laws
principles.

     

    
      
         


      

      
        - 101
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.9

            	
              Prior
      Understanding.

            


    

     

    This
Agreement and the other Loan Documents supersede all prior understandings and
agreements, whether written or oral, between the parties hereto and thereto
relating to the transactions provided for herein and therein, including any
prior confidentiality agreements and commitments.

     

    
      	 	
              10.10

            	
              Duration;
      Survival.

            


    

     

    All
representations and warranties of the Loan Parties and RSC contained herein or
made in connection herewith shall survive the making of Loans and issuance of
Letters of Credit and shall not be waived by the execution and delivery of this
Agreement, any investigation by the Administrative Agent or the Banks, the
making of Loans, issuance of Letters of Credit, or payment in full of the
Loans.  All covenants and agreements of the Loan Parties and RSC
contained in Sections 7.1 [Affirmative Covenants], 7.2 [Negative Covenants]
and 7.3 [Reporting Requirements] herein shall continue in full force and effect
from and after the date hereof so long as the Borrower may borrow or request
Letters of Credit hereunder and until termination of the Commitments and payment
in full of the Loans and expiration or termination of all Letters of
Credit.  All covenants and agreements of the Borrower contained herein
relating to the payment of principal, interest, premiums, additional
compensation or expenses and indemnification, including those set forth in the
Notes, Section 4 [Payments] and Sections 9.5 [Reimbursement of
Administrative Agent by Loan Parties, Etc.], 9.7 [Reimbursement of
Administrative Agent by Banks, Etc.] and 10.3 [Reimbursement of Banks by Loan
Parties; Etc.], shall survive payment in full of the Loans, expiration or
termination of the Letters of Credit and termination of the
Commitments.

     

    
      
         


      

      
        - 102
-

        
          

        

      

      
         


      

    


    
      	 	
              10.11

            	
              Successors and
      Assigns.

            


    

     

    (i)           This
Agreement shall be binding upon and shall inure to the benefit of the Banks, the
Administrative Agent, the Loan Parties, RSC and their respective successors and
assigns, except that none of the Loan Parties or RSC may assign or transfer any
of its rights and Obligations hereunder or any interest herein.  Each
Bank may, at its own cost, make assignments of or sell participations in all or
any part of its Commitments and the Loans made by it to one or more banks or
other entities subject to the consent of the Borrower and the Administrative
Agent with respect to any assignee, such consent not to be unreasonably
withheld, delayed or conditioned, provided that (1) no
consent of the Borrower shall be required (A) if an Event of Default exists and
is continuing, or (B) in the case of an assignment by a Bank to an Affiliate of
such Bank, (2) the Borrower shall be deemed to have consented to any such
assignment unless it shall object thereto by written notice to the
Administrative Agent within five (5) Business Days after having received notice
thereof and (3) any assignment by a Bank to a Person other than an Affiliate of
such Bank may not be made in amounts less than the lesser of Two Million Five
Hundred Thousand and 00/100 Dollars ($2,500,000.00) or the amount of the
assigning Bank's Commitment.  In the case of an assignment, upon
receipt by the Administrative Agent of the Assignment and Assumption Agreement,
the assignee shall have, to the extent of such assignment (unless otherwise
provided therein), the same rights, benefits and obligations as it would have if
it had been a signatory Bank hereunder, the Commitments shall be adjusted
accordingly, and upon surrender of any Note subject to such assignment, the
Borrower shall execute and deliver a new Note to the assignee in an amount equal
to the amount of the Revolving Credit Commitment assumed by it and a new
Revolving Credit Note to the assigning Bank in an amount equal to the Revolving
Credit Commitment retained by it hereunder.  Any Bank which assigns
any or all of its Commitment or Loans to a Person other than an Affiliate of
such Bank shall pay to the Administrative Agent a service fee in the amount of
Three Thousand Five Hundred and 00/100 Dollars ($3,500.00) for each
assignment.  In the case of a participation, the participant shall
only have the rights specified in Section 8.2.3 [Set-off] (the
participant's rights against such Bank in respect of such participation to be
those set forth in the agreement executed by such Bank in favor of the
participant relating thereto and not to include any voting rights except with
respect to changes of the type referenced in Sections 10.1.1 [Increase of
Commitment, Etc.], 10.1.2 [Extension of Payment, Etc.], or 10.1.3 [Release of
Guarantor]), all of such Bank's obligations under this Agreement or any other
Loan Document shall remain unchanged, and all amounts payable by any Loan Party
or RSC hereunder or thereunder shall be determined as if such Bank had not sold
such participation.

     

    (ii)           Any
assignee or participant which is not incorporated under the Laws of the United
States of America or a state thereof shall deliver to the Borrower and the
Administrative Agent the form of certificate described in Section 10.17.1
[Tax Withholding Clause] relating to federal income tax
withholding.  Each Bank may furnish any publicly available information
concerning any Loan Party or its Subsidiaries and any other information
concerning any Loan Party or its Subsidiaries in the possession of such Bank
from time to time to assignees and participants (including prospective assignees
or participants), provided that such
assignees and participants agree to be bound by the provisions of
Section 10.12 [Confidentiality].

     

    (iii)           Notwithstanding
any other provision in this Agreement, any Bank may at any time pledge or grant
a security interest in all or any portion of its rights under this Agreement,
its Note and the other Loan Documents to any Federal Reserve Bank in accordance
with Regulation A of the FRB or U.S. Treasury Regulation 31 CFR
Section 203.14 without notice to or consent of the Borrower or the
Administrative Agent.  No such pledge or grant of a security interest
shall release the transferor Bank of its obligations hereunder or under any
other Loan Document.

     

    
      	
            	
              10.12

            	
              Confidentiality.

            


    

     

    
      	
               
      

            	
              10.12.1.

            	
              General.

            


    

     

    The
Administrative Agent and the Banks each agree to keep confidential all
information obtained from any Loan Party or its Subsidiaries which is nonpublic
and confidential or proprietary in nature (including any information such Loan
Party or Subsidiary specifically designates as confidential), except as provided
below, and to use such information only in connection with their respective
capacities under this Agreement and for the purposes contemplated
hereby.  The Administrative Agent and the Banks shall be permitted to
disclose such information (i) to their respective officers, directors,
employees, agents, outside legal counsel, accountants and other professional
advisors who need to know such information in connection with the administration
and enforcement of this Agreement, subject to agreement of such Persons to
maintain the confidentiality, (ii) to assignees and participants (including
prospective assignees and participants) as contemplated by Section 10.11
[Successors and Assigns], (iii) to the extent requested by any bank
regulatory authority, as otherwise required by applicable Law or by any subpoena
or similar legal process, or in connection with any investigation or proceeding
arising out of the transactions contemplated by this Agreement, (iv) if it
becomes publicly available other than as a result of a breach of this Agreement
or becomes available from a source not known to be subject to confidentiality
restrictions, or (v) if the Borrower shall have consented to such
disclosure.

     

    
      
         


      

      
        - 103
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.12.2.

            	
              Sharing Information
      With Affiliates of the
Banks.

            


    

     

    Each Loan
Party and RSC acknowledges that from time to time financial advisory, investment
banking and other services may be offered or provided to any Loan Party or one
or more of its Affiliates (in connection with this Agreement or otherwise) by
any Bank or by one or more Subsidiaries or Affiliates of such Bank and each of
the Loan Parties hereby authorizes each Bank to share any information delivered
to such Bank by such Loan Party and its Subsidiaries pursuant to this Agreement,
or in connection with the decision of such Bank to enter into this Agreement, to
any such Subsidiary or Affiliate of such Bank, it being understood that any such
Subsidiary or Affiliate of any Bank receiving such information shall be bound by
the provisions of Section 10.12.1 [General] as if it were a Bank
hereunder.  Such authorization shall survive the repayment of the
Loans and other Obligations and the termination of the Commitments.

     

    
      	 	
              10.13

            	
              Counterparts.

            


    

     

    This
Agreement may be executed by different parties hereto on any number of separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the same
instrument.

     

    
      	 	
              10.14

            	
              Administrative Agent's
      or Bank's Consent.

            


    

     

    Unless
otherwise provided herein, whenever the Administrative Agent's or any Bank's
consent is required to be obtained under this Agreement or any of the other Loan
Documents as a condition to any action, inaction, condition or event, the
Administrative Agent and each Bank shall be authorized to give or withhold such
consent in its sole and absolute discretion and to condition its consent upon
the giving of collateral, the payment of money or any other matter.

     

    
      	 	
              10.15

            	
              Exceptions.

            


    

     

    The
representations, warranties and covenants contained herein shall be independent
of each other, and no exception to any representation, warranty or covenant
shall be deemed to be an exception to any other representation, warranty or
covenant contained herein unless expressly provided, nor shall any such
exceptions be deemed to permit any action or omission that would be in
contravention of applicable Law.

     

    
      
         


      

      
        - 104
-

        
          

        

      

      
         


      

    


    
      	 	
              10.16

            	
              CONSENT
      TO FORUM; WAIVER OF JURY TRIAL.

            


    

     

    EACH
LOAN PARTY AND RSC HEREBY IRREVOCABLY CONSENTS TO THE NONEXCLUSIVE JURISDICTION
OF THE SUPREME COURT OF NEW YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR
THE SOUTHERN DISTRICT OF NEW YORK, AND WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
CERTIFIED OR REGISTERED MAIL DIRECTED TO SUCH LOAN PARTY OR RSC AT THE ADDRESSES
PROVIDED FOR IN SECTION 10.6 [NOTICES] AND SERVICE SO MADE SHALL BE DEEMED
TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF.  EACH LOAN PARTY AND RSC
WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST
IT AS PROVIDED HEREIN AND AGREES NOT TO ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE.  EACH LOAN PARTY, RSC, THE ADMINISTRATIVE AGENT
AND THE BANKS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR
COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT TO THE FULL EXTENT PERMITTED BY LAW.

     

    
      	
            	
              10.17

            	
              Certifications From
      Banks and Participants

            


    

     

    
      	
               
      

            	
              10.17.1.

            	
              Tax Withholding
      Clause.

            


    

     

    Each Bank
or assignee or participant of a Bank that is not incorporated under the Laws of
the United States of America or a state thereof (and, upon the written request
of the Administrative Agent, each other Bank or assignee or participant of a
Bank) agrees that it will deliver to each of the Borrower and the Administrative
Agent two (2) duly completed appropriate valid Withholding Certificates (as
defined under § 1.1441-1(c)(16) of the Income Tax Regulations (the
"Regulations")) certifying its status (i.e. U.S. or foreign person) and, if
appropriate, making a claim of reduced, or exemption from, U.S. withholding tax
on the basis of an income tax treaty or an exemption provided by the Internal
Revenue Code.  The term "Withholding Certificate" means a Form W-9; a
Form W-8BEN; a Form W-8ECI; a Form W-8IMY and the related statements and
certifications as required under § 1.1441-1(e)(2) and/or (3) of the Regulations;
a statement described in § 1.871-14(c)(2)(v) of the Regulations; or any other
certificates under the Internal Revenue Code or Regulations that certify or
establish the status of a payee or beneficial owner as a U.S. or foreign
person.  Each Bank, assignee or participant required to deliver to the
Borrower and the Administrative Agent a Withholding Certificate pursuant to the
preceding sentence shall deliver such valid Withholding Certificate as
follows:  (A) each Bank which is a party hereto on the Closing
Date shall deliver such valid Withholding Certificate at least five (5) Business
Days prior to the first date on which any interest or fees are payable by the
Borrower hereunder for the account of such Bank; (B) each assignee or
participant shall deliver such valid Withholding Certificate at least five (5)
Business Days before the effective date of such assignment or participation
(unless the Administrative Agent in its sole discretion shall permit such
assignee or participant to deliver such valid Withholding Certificate less than
five (5) Business Days before such date in which case it shall be due on the
date specified by the Administrative Agent).  Each Bank, assignee or
participant which so delivers a valid Withholding Certificate further undertakes
to deliver to each of the Borrower and the Administrative Agent two (2)
additional copies of such Withholding Certificate (or a successor form) on or
before the date that such Withholding Certificate expires or becomes obsolete or
after the occurrence of any event requiring a change in the most recent
Withholding Certificate so delivered by it, and such amendments thereto or
extensions or renewals thereof as may be reasonably requested by the Borrower or
the Administrative Agent.  Notwithstanding the submission of a
Withholding Certificate claiming a reduced rate of or exemption from U.S.
withholding tax, the Administrative Agent shall be entitled to withhold United
States federal income taxes at the full thirty percent (30%) withholding rate if
in its reasonable judgment it is required to do so under the due diligence
requirements imposed upon a withholding agent under § 1.1441-7(b) of the
Regulations.  Further, the Administrative Agent is indemnified under §
1.1461-1(e) of the Regulations against any claims and demands of any Bank or
assignee or participant of a Bank for the amount of any tax it deducts and
withholds in accordance with regulations under § 1441 of the Internal Revenue
Code.

     

    
      
         


      

      
        - 105
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              10.17.2.

            	
              USA Patriot
      Act.

            


    

     

    Each Bank
or assignee or participant of a Bank that is not incorporated under the Laws of
the United States of America or a state thereof (and is not excepted from the
certification requirement contained in Section 313 of the USA Patriot Act and
the applicable regulations because it is both (i) an affiliate of a depository
institution or foreign bank that maintains a physical presence in the
United States or foreign country, and (ii) subject to supervision by a banking
authority regulating such affiliated depository institution or foreign bank)
shall deliver to the Administrative Agent the certification, or, if applicable,
recertification, certifying that such Bank is not a "shell" and certifying to
other matters as required by Section 313 of the USA Patriot Act and the
applicable regulations: (1) within ten (10) days after the Closing Date, and (2)
as such other times as are required under the USA Patriot Act.

     

    
      	 	
              10.18

            	
              Joinder
      of Guarantors.

            


    

     

    Any
Subsidiary of the Borrower which is required to join this Agreement as a
Guarantor pursuant to Section 7.2.9 [Subsidiaries, Partnerships and Joint
Ventures] and which has not yet done so shall execute and deliver to the
Administrative Agent (i) a Guarantor Joinder in substantially the form
attached hereto as Exhibit 1.1(G)(1)
pursuant to which it shall join as a Guarantor each of the documents to which
the Guarantors are parties; and (ii) documents in the forms described in
Section 6.1 [First Loans] modified as appropriate to relate to such
Subsidiary.  The Loan Parties shall deliver such Guarantor Joinder and
related documents to the Administrative Agent within five (5) Business Days
after the date of (a) the filing of such Subsidiary's articles of incorporation
if the Subsidiary is a corporation, (b) the filing of its certificate of limited
partnership if it is a limited partnership or (c) if it is an entity other than
a limited partnership or corporation, its organization.

     

    [INTENTIONALLY
LEFT BLANK]

     

    
      
         


      

      
        - 106
-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Agreement on the day and year first above
written.

     

    
      
        
          	
                  BORROWER:

                	 
      	
                  PAPA
      JOHN'S INTERNATIONAL, INC.

                
	 	 	 	 
	
                  WITNESS:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /s/ Debra Breeden

                	 
      	
                  By:

                	
                  /s/ J. David Flanery

                
	 
      	 
      	
                  Name: 

                	
                   J. David Flanery

                
	 
      	 
      	
                  Title:

                	
                   SVP, CFO & Treasurer

                
	 
      	 
      	 
      	 
      
	
                  GUARANTORS:

                	 
      	
                  PAPA
      JOHN'S USA, INC.

                
	 	 	 	 
	
                  WITNESS:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /s/ Debra Breeden

                	 
      	
                  By:

                	
                  /s/ J. David Flanery

                
	 
      	 
      	
                  Name:

                	
                   J. David Flanery

                
	 
      	 
      	
                  Title:

                	
                   SVP, CFO & Treasurer

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  PREFERRED
      MARKETING SOLUTIONS, 
INC.

                
	
                  WITNESS:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /s/ Debra Breeden

                	 
      	
                  By:

                	
                  /s/ J. David Flanery

                
	 
      	 
      	
                  Name:

                	
                   J. David Flanery

                
	 
      	 
      	
                  Title:

                	
                   Treasurer

                
	 
      	 
      	 
      	 
      
	 
      	 
      	
                  CAPITAL
      DELIVERY, LTD.

                
	
                  WITNESS:

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                  /s/ Debra Breeden

                	 
      	
                  By:

                	
                  /s/ J. David Flanery

                
	 
      	 
      	
                  Name:

                	
                   J. David Flanery

                
	 
      	 
      	
                  Title:

                	
                   President &
  Treasurer

                


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	
              RISK
      SERVICES CORP.

            
	
              WITNESS:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Debra Breeden

            	 
      	
              By:

            	
              /s/ J. David Flanery

            
	 
      	 
      	
              Name:

            	
               J. David Flanery

            
	 
      	 
      	
              Title:

            	
               Treasurer

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              PJ
      FOOD SERVICE, INC.

            
	
              WITNESS:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Debra Breeden

            	 
      	
              By:

            	
              /s/ J. David Flanery

            
	 
      	 
      	
              Name: 

            	
               J. David Flanery

            
	 
      	 
      	
              Title:

            	
               Treasurer

            
	 
      	 
      	 
      	 
      
	 
      	 
      	
              TRANS
      PAPA LOGISTICS, INC.

            
	
              WITNESS:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Debra Breeden

            	 
      	
              By:

            	
              /s/ J. David Flanery

            
	 
      	 
      	
              Name: 

            	
               J. David Flanery

            
	 
      	 
      	
              Title:

            	
               Treasurer

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	 
      	 
      	
              Acknowledged
      and accepted this ____ day of
      September, 2010, solely with respect to the
      Reimbursement Obligations with respect to
      the RSC Letter of Credit and all other Obligations
      of RSC hereunder:

            
	 
      	 
      	 
      
	 
      	 
      	
              RSC
      INSURANCE SERVICES LTD.

            
	
              WITNESS:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              /s/ Debra Breeden

            	 
      	
              By:

            	
              /s/ Joseph H. Smith IV

            
	 
      	 
      	
              Name: 

            	
               Joseph H. Smith IV

            
	 
      	 
      	
              Title:

            	
               VP &
  Treasurer

            


    

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      	
                PNC
      BANK, NATIONAL ASSOCIATION,

                as
      a Bank and as Administrative Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Shelly Stephenson

              
	 
      	
                Name: 

              	
                Shelly B. Stephenson

              
	 
      	
                Title:

              	
                Vice
President

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                JPMORGAN
      CHASE BANK, N.A., as a

                Bank
      and as Syndication Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Sherry Matthews

              
	 
      	
                Name: 

              	
                Sherry Matthews

              
	 
      	
                Title:

              	
                AVP

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


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

                as
      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 Co-

                Documentation
      Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ Mark Zobel

              
	 
      	
                Name: 

              	
                Mark Zobel

              
	 
      	
                Title:

              	
                Assistant Vice
  President

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                U.S.
      BANK, NATIONAL ASSOCIATION,

                as
      a Bank and as Co-Documentation Agent

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/ David Wombwell

              
	 
      	
                Name: 

              	
                David 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

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    


    SCHEDULE
1.1(A)

     

    PRICING
GRID—

    VARIABLE
PRICING AND FEES BASED ON LEVERAGE RATIO

     

    Page 1 of
1

     

    
      
        
          
            
              
                
                  	
                          Pricing

                          Level

                        	 	
                          Leverage

                          Ratio*

                        	 	
                          Base Rate

                          Margin

                        	 	 	
                          Euro-Rate

                          Margin

                        	 	 	
                          Commitment

                          Fee Percentage

                        	 	 	
                          Letter of Credit

                          Fee Percentage

                        	 
	
                          I

                        	 	
                          If
      the Leverage Ratio is less than 1.00 to 1.00

                        	 	 	0.000	%	 	 	1.000	%	 	 	0.175	%	 	 	1.000	%
	
                          II

                        	 	
                          If
      the Leverage Ratio is greater than or equal to 1.00 to 1.00, but less than
      1.50 to 1.00

                        	 	 	0.250	%	 	 	1.250	%	 	 	0.200	%	 	 	1.250	%
	
                          III

                        	 	
                          If
      the Leverage Ratio is greater than or equal to 1.50 to 1.00, but less than
      2.00 to 1.00

                        	 	 	0.500	%	 	 	1.500	%	 	 	0.225	%	 	 	1.500	%
	
                          IV

                        	 	
                          If
      the Leverage Ratio is greater than or equal to 2.00 to
1.00

                        	 	 	0.750	%	 	 	1.750	%	 	 	0.250	%	 	 	1.750	%


                

              

            

          

        

      

    

    


    For
purposes of determining the Applicable Margin, the Applicable Commitment Fee
Percentage and the Applicable Letter of Credit Fee Percentage:

     

    (a)           The
Applicable Margin, the Applicable Commitment Fee Percentage and the Applicable
Letter of Credit Fee Percentage shall be determined on the Closing Date based on
the Leverage Ratio computed pursuant to the Compliance Certificate delivered to
the Administrative Agent for the fiscal quarter ending June 30, 2010 in
accordance with the Prior Loan Agreement.

     

    
      
         


      

      
        SCHEDULE
1.1(A) - 1

        
          

        

      

      
         


      

    


    (b)           The
Applicable Margin, the Applicable Commitment Fee Percentage and the Applicable
Letter of Credit Fee Percentage shall be recomputed as of the end of each fiscal
quarter ending after the Closing Date based on the Leverage Ratio as of such
quarter end.  Any increase or decrease in the Applicable Margin, the
Applicable Commitment Fee Percentage or the Applicable Letter of Credit Fee
Percentage computed as of a quarter end shall be effective on the date on which
the Compliance Certificate evidencing such computation is due to be delivered
under Section 7.3.3 [Certificate of Borrower].  If a Compliance
Certificate is not delivered when due in accordance with such 7.3.3 [Certificate
of Borrower], then the rates in Level IV shall apply as of the first Business
Day after the date on which such Compliance Certificate was required to have
been delivered and shall remain in effect until the date on which such
Compliance Certificate is delivered.

     

    
      
         


      

      
        SCHEDULE
1.1(A) - 2

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(B)

     

    COMMITMENTS
OF BANKS AND ADDRESSES FOR NOTICES; LENDING OFFICES

     

    Page 1 of
3

     

    Part 1 - Commitments of
Banks and Addresses for Notices to Banks; Lending Offices

     

    
      
        
          
            	
                    Bank

                  	 	
                    Amount of

                    Commitment for

                    Revolving Credit

                    Loans

                  	 	 	
                    Ratable Share

                  	 
	
                    PNC
      Bank, National Association

                    101
      South Fifth Street

                    Louisville,
      Kentucky 40202

                    Attn:  Deroy
      Scott

                    Telephone:
      (502) 581-7821

                    Telecopy:
      (502) 581-7904

                  	 	$	40,000,000.00	 	 	 	22.857142857	%
	 
      	 	 	 	 	 	 	 	 
	
                    JPMorgan
      Chase Bank, N.A.

                    416
      W. Jefferson

                    Louisville,
      KY  40202

                    Attn:  Duffy
      Baker

                    Telephone:
      (502) 566-3677

                    Telecopy:
      (502) 566-8339

                  	 	$	40,000,000.00	 	 	 	22.857142857	%
	 
      	 	 	 	 	 	 	 	 
	
                    Bank
      of America, N.A.

                    414
      Union Street

                    TN1-100-04-04

                    Nashville,
      TN  37219

                    Attn:  Thomas
      Kilcrease

                    Telephone:
      (615) 749-3926

                    Telecopy:
      (615) 749-4762

                  	 	$	35,000,000.00	 	 	 	20.000000000	%
	 
      	 	 	 	 	 	 	 	 
	
                    Fifth
      Third Bank

                    251
      N. Illinois Street; Suite 1000

                    MD
      8490A1

                    Indianapolis,
      IN 46204

                    Attn:  David
      O'Neal

                    Telephone:
      (317) 383-2288

                    Telecopy:
      (317) 383-2320

                  	 	$	15,000,000.00	 	 	 	8.571428571	%
	 
      	 	 	 	 	 	 	 	 
	
                    U.S.
      Bank, National Association

                    One
      Financial Square

                    Louisville,
      KY 40202

                    Attn:  Betsy
      C. Phillips

                    Telephone:
      (502) 562-6439

                    Telecopy:
      (502) 562-6460

                  	 	$	35,000,000.00	 	 	 	20.000000000	%
	 
      	 	 	 	 	 	 	 	 
	
                    Branch
      Banking and Trust Company

                    401
      West Main Street, Suite 100

                    Louisville,
      KY  40202

                    Attn:  Johnny
      L. Perry

                    Telephone:
      (502) 562-5877

                    Telecopy:
      (502) 562-6990

                  	 	$	10,000,000.00	 	 	 	5.714285714	%
	 
      	 	 	 	 	 	 	 	 
	
                    Total

                  	 	$	175,000,000.00	 	 	 	100.000000000	%


          

        

      

    


    
      
         


      

      
        SCHEDULE
1.1(B) - 1

        
          

        

      

      
         


      

    


    SCHEDULE
1.1(B)

     

    COMMITMENTS
OF BANKS AND ADDRESSES FOR NOTICES; LENDING OFFICES

     

    Page 2
of 3

     

    Part
2 - Addresses for Notices to Borrower and Guarantors:

     

    ADMINISTRATIVE
AGENT

     

    Name:  PNC
Bank, National Association

    Address:  101
South Fifth Street

    Louisville,
Kentucky 40202

    Attention:  Deroy
Scott

    Telephone:  (502)
581-7821

    Telecopy:  (502)
581-7904

    


    Name:  Agency
Services, PNC Bank, National Association

    Mail
Stop: P7-PFSC-04-I

    Address:  Firstside
Center

    500 First
Avenue

    4th
Floor

    Pittsburgh,
Pennsylvania 15219

    Attention:  Agency
Services

    Telephone:  
(412) 762-6442

    Telecopy:    
(412) 762-8672

     

    BORROWER:

     

    Name:  Papa
John's International, Inc.

    Address:  2002
Papa John's Blvd.

    Louisville,
Kentucky 40299

    Attention:  J.
David Flanery

    Telephone:   
(502) 261-4753

    Telecopy:      (502)
261-4190

     

    GUARANTORS:

     

    If to less than all Guarantors:

    


    Name:  [Name of applicable
Guarantor]

    Address:  2002 Papa John's
Boulevard

    Louisville, KY 40299

    Attention:    J. David
Flanery


    Telephone: (502) 261-4753

    Telecopy:  (502) 261-4190

    If to all
Guarantors:


    
      
         


      

      
        SCHEDULE
1.1(B) - 2

        
          

        

      

      
         


      

    


    Name:  Papa
John's International, Inc.

    Address:  2002 Papa John's Boulevard

    Louisville, KY 40299

    Attention:    J. David
Flanery

    Telephone: (502) 261-4753

    Telecopy:  (502) 261-4190

     

    RSC:

     

    Name:  RSC Insurance Services
Ltd.

    Address:  2002 Papa John's
Boulevard

    Louisville, KY 40299

    Attention:  Joe Smith


    Telephone: (502) 261-4593

    Telecopy:  (502) 261-4190

     

    
      
         

      

      
        SCHEDULE 1.1(B) - 3

        
          

        

      

      
         

      

    


    EXHIBIT
1.1(A)

     

    FORM
OF

    ASSIGNMENT AND ASSUMPTION
AGREEMENT

     

    Reference
is made to the Credit Agreement, dated September 2, 2010 (as amended,
supplemented or modified from time to time, the "Credit Agreement"), by and
among Papa John's International, Inc., a Delaware corporation (the "Borrower"),
the Guarantors party thereto, RSC Insurance Services Ltd., a Bermuda company,
PNC Bank, National Association ("PNC"), various other financial institutions
which are now or hereafter become a party thereto (PNC and such other financial
institutions are each, a "Bank" and collectively, the "Banks") and PNC, as
administrative agent for the Banks (in such capacity, the
"Agent").  Unless otherwise defined herein, terms defined in the
Credit Agreement are used herein with the same meanings.

     

    ______________________
(the "Assignor") and __________________________ (the "Assignee"), intending to
be legally bound hereby, make this Assignment and Assumption Agreement
("Assignment and Assumption") this ____ day of ______________, 201__ and hereby
agree as follows:

     

    1.           The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, WITHOUT RECOURSE to the Assignor and
without any representations and warranties except as set forth in Section 2
below, a _______ percent (___%) interest in and to all of the Assignor's rights
and obligations under the Credit Agreement as of the Effective Date (as defined
below) including, without limitation, such percentage interest in the Assignor's
Commitments as in effect on the Effective Date, the Loans owing to the Assignor
on the Effective Date and the Notes evidencing the outstanding Loans held by the
Assignor.

     

    2.           The
Assignor (i) represents and warrants that, as of the date hereof, its Revolving
Credit Commitment is $______________, the unpaid principal amount of the
Revolving Credit Loans owing to the Assignor is $_____________; (ii) represents
and warrants that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any adverse
claim; (iii) makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or any of the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any of the Loan Documents or any other instrument or
document furnished pursuant thereto; (iv) makes no representations or warranties
and assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of any of its
obligations under the Credit Agreement or any of the Loan Documents or any other
instrument or document furnished pursuant thereto; and (v) attaches the Notes
referred to in paragraph 1 above and requests that the Agent exchange such Notes
for new Notes as follows:

     

    [INSERT
ASSIGNOR'S INSTRUCTIONS]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           The
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements (if any) referred to in Section
5.1.9 [Financial Statements] and Section 7.3 [Reporting Requirements] of the
Credit Agreement and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption; (ii) agrees that it will, independently and without
reliance upon the Agent, the Assignor or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iii) appoints and authorizes the Agent to take such actions on its
behalf and to exercise such powers under the Loan Documents as are delegated to
the Agent by the terms thereof; (iv) agrees that it will become a party to and
be bound by the Credit Agreement on the Effective Date (including without
limitation, the provisions of Section 10.11 [Successors and Assigns]) as if it
were an original Bank thereunder and will have all of the obligations which by
the terms of the Credit Agreement are required to be performed by it as a Bank;
and (v) specifies as its address for notices the office set forth beneath its
name on the signature page hereof.

     

    4.           The
effective date of this Assignment and Assumption shall be the ______ day of
_____________________, 201___ (the "Effective Date").  Following the
execution of this Assignment and Assumption, it will be delivered to the Agent
for acceptance and recording by the Agent.

     

    5.           Upon
such acceptance and recording, as of the Effective Date, (i) the Assignee shall
be a party to the Credit Agreement and, to the extent provided in this
Assignment and Assumption, have the rights and obligations of a Bank thereunder
and under the Loan Documents and (ii) the Assignor shall, to the extent provided
in this Assignment and Assumption, relinquish its rights and be released from
its obligations under the Credit Agreement, and the Commitments of the Assignor
and the Assignee shall be as set forth in Schedule I
hereto.

     

    6.           Upon
such acceptance and recording, from and after the Effective Date, the Agent
shall make all payments under the Credit Agreement and the Notes in respect of
the interest assigned hereby (including, without limitation, all payments of
principal, interest and Commitment Fees with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all appropriate
adjustments in payments under the Credit Agreement and the Notes for periods
prior to the Effective Date directly between themselves.

     

    7.           The
Assignor makes this assignment to the Assignee in consideration of the payment
by the Assignor to the Agent of Three Thousand Five Hundred and 00/100 Dollars
($3,500.00), receipt of which is hereby acknowledged by the Agent.

     

    8.           This
Assignment and Assumption shall be governed by and construed in accordance with
the internal Law, and not the Law of conflicts, of the State of New
York.

     

    9.           Each
of the parties to this Assignment and Assumption agrees that at any time and
from time to time upon the written request of any other party, it will execute
and deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Assignment and Assumption.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    10.         The
Assignee hereby agrees to indemnify and hold the Assignor harmless from and
against any and all losses, costs and expenses (including, without limitation,
attorneys' fees) and liabilities incurred by the Assignor in connection with or
arising in any manner from the Assignee's performance or non-performance of
obligations assumed under this Assignment and Assumption.

     

    11.         This
Assignment and Assumption embodies the entire agreement and understanding
between the parties hereto and supersedes all prior agreements and
understandings between the parties hereto relating to the subject matter
hereof.

     

    12.         [This section is applicable only if
the Assignee is incorporated outside of the United
States.]  [The Assignee has delivered at least five (5)
Business Days prior to the Effective Date two (2) duly completed copies of
Internal Revenue Service Form W-9, W-8BEN or W-8IMY, or other applicable form
prescribed by the Internal Revenue Service, certifying that such Assignee is
entitled to receive payments under the Credit Agreement and the other Loan
Documents without deduction or withholding of any United States federal income
taxes, or is subject to such tax at a reduced rate under an applicable tax
treaty.]

     

    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    



    IN
WITNESS WHEREOF, the parties have executed this Assignment and Assumption by
their duly authorized officers on the date first above written.

     

    
      
        
          
            
              
                
                  
                    	 
      	 
      	 
      	
                            [NAME
      OF ASSIGNOR]

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                                 

                          
	 
      	 
      	 
      	
                            Name: 

                          	
                                 

                          
	 
      	 
      	 
      	
                            Title:

                          	
                                 

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            [NAME
      OF ASSIGNEE]

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            By:

                          	
                                 

                          
	 
      	 
      	 
      	
                            Name:

                          	
                                 

                          
	 
      	 
      	 
      	
                            Title:

                          	
                                 

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                            Notice
      Address:

                          
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                                 

                          
	 
      	 
      	 
      	
                                 

                          
	 
      	 
      	 
      	
                                 

                          


                  

                

              

            

          

        

      

    

    
      
        
          	 	 
      	 
      	
                  Telephone
      No.: 

                	
                       

                
	 
      	 
      	 
      	
                  Telecopier
      No.:

                	
                       

                


        

      

      
        
          
            	 	  
      	 
      	
                    Attn: 

                  	
                     
      

                  
	 
      	 
      	 
      	
                    Email
      Address:

                  
	 
      	 
      	 
      	 
      	 
      
	
                    CONSENTED
      TO this ____

                  	 
      	 
      	 
      
	
                    day
      of ______________, ______

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    PNC
      Bank, National Association, as Administrative Agent

                  	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                         

                  	 
      	 
      	 
      
	
                    Name: 

                  	
                         

                  	 
      	 
      	 
      
	
                    Title:

                  	
                         

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    [CONSENTED
      TO this ____

                  	 
      	 
      	 
      
	day
      of ______________, ______ [If Required]	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    Papa
      John's International, Inc.

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                         

                  	 
      	 
      	 
      
	
                    Name:

                  	
                         

                  	 
      	 
      	 
      
	
                    Title:

                  	
                                                                                                ]

                  	 
      	 
      	 
      


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    


    SCHEDULE
I

     

    
      
        
          	 
      	 	
                  
                  

                  Amount of Revolving

                  Credit Commitment as

                  of the Effective Date

                	 	 	
                  
                  

                  Amount of Revolving

                  Credit Loans held as of

                  the Effective Date

                	 
	 	 	 	 	 	 	 
	
                  [Assignor]

                	 	$	________	 	 	$	________	 
	
                  [Assignee]

                	 	$	________	 	 	$	________	 


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     
 

    EXHIBIT
1.1(E)

    


    FORM
OF

    EXCLUDED VIE APPROVAL
FORM

    
 

    Papa
John's International, Inc.

    2002 Papa
John's Boulevard

    Louisville,
Kentucky 40299

    
 

    ________
__, 201_

    


    PNC Bank,
National Association

    Administrative
Agent

    101 South
Fifth Street

    Louisville,
Kentucky 40202

    Attention:  Deroy
Scott

    


    each of
the Banks identified

    on the
signature page hereto

    


    
      	
               
      

            	
              Re:

            	
              Request for Approval
      of Additional Excluded VIE

            


    

    


    Ladies
and Gentlemen:

    


    This
letter constitutes a formal request for approval by the Required Banks as
defined in and pursuant to the Credit Agreement, dated the 2nd day of
September, 2010 (as it may be hereafter amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among Papa
John's International, Inc., a Delaware corporation (the "Borrower"), the
Guarantors party thereto, RSC Insurance Services Ltd., a Bermuda company, the
Banks party thereto (the "Banks") and PNC Bank, National Association, as
administrative agent for the Banks (in such capacity, the "Agent"), for the
entities identified below to be deemed to be Excluded VIEs effective as of the
____ day of ____________, 201_.  The entity or entities for which
approval as Excluded VIE is being requested are as follows:

    


    
      
        
          
            
              
                	
                        Legal Name of Entity

                      	 	
                        Jurisdiction of
Formation

                      
	 
      	 	 
      


              

            

          

        

      

    

    


    If you
are in agreement with our request, kindly so indicate by having a duly
authorized representative of your institution sign this letter where provided
below and send a copy of the same to PNC Bank, National Association, as
Administrative Agent under the Credit Agreement.  By your signature
below you agree that the signatures to this letter shall be effective
notwithstanding that this letter is executed in counterpart and that facsimile
signature of any signatory to this letter shall be effective to the same extent
as the manual signature of such signatory.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PNC Bank,
National Association

    ________
__, 201_

    Page
2

    
 

    
      
        
          
            
              	
                      Sincerely,

                    
	 
      
	
                      Papa
      John's International, Inc.

                    
	 
      	 
      
	
                      By:

                    	 
      
	
                      Name: 

                    	 
      
	
                      Title:

                    	 
      


            

          

        

      

    
 

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    Acknowledged
and accepted

    on the
____ day of ____________, 201_.


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      PNC
      BANK, NATIONAL ASSOCIATION,

                                    
	
                                      as
      a Bank and as Administrative Agent

                                    
	 
      	 
      
	
                                      By:

                                    	 
      
	
                                      Name: 

                                    	 
      
	
                                      Title:

                                    	 
      
	 
      	 
      
	
                                      JPMORGAN
      CHASE BANK, N.A., as a

                                      Bank
      and as Syndication Agent

                                    
	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

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

                                      as
      Co-Documentation Agent

                                    
	 
      
	
                                      By:

                                    	 
      
	
                                      Name:

                                    	 
      
	
                                      Title:

                                    	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  FIFTH
      THIRD BANK, as a Bank and as

                                  Co-Documentation
      Agent

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name: 

                                	 
      
	
                                  Title:

                                	 
      
	 
      	 
      
	
                                  U.S.
      BANK, NATIONAL ASSOCIATION,

                                  as
      a Bank and as Co-Documentation Agent

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Title:

                                	 
      
	 
      	 
      
	
                                  BRANCH
      BANKING AND TRUST

                                  COMPANY,
      as a Bank

                                
	 
      
	
                                  By:

                                	 
      
	
                                  Name:

                                	 
      
	
                                  Title:

                                	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

      


    EXHIBIT
1.1(G)(1)

     

    FORM
OF

    JOINDER AND ASSUMPTION
AGREEMENT

     

    This
Joinder and Assumption Agreement ("Joinder") is made the ___ day of ________,
201_, by __________________________, a(n) ________________ [limited liability
company/limited partnership/general partnership/corporation] (the "New
Guarantor").

     

    Background

     

    Reference
is made to (i) the Credit Agreement, dated September 2, 2010, as the same may be
modified, supplemented or amended from time to time (the "Agreement") by and
among Papa John's International, Inc., a Delaware corporation (the "Borrower"),
the Guarantors as defined therein, RSC Insurance Services Ltd., a Bermuda
company, the Banks party to the Agreement and PNC Bank, National Association, in
its capacity as Administrative Agent for the Banks (the "Agent"), (ii) the Form
of Guaranty and Suretyship Agreement referred to in the Agreement and attached
thereto as Exhibit
1.1(G)(2), as the same may be modified, supplemented or amended (the
"Guaranty"), and (iii) the other Loan Documents referred to in the Agreement, as
the same may be modified, supplemented or amended.

     

    Agreement

     

    Capitalized
terms defined in the Agreement are used herein as defined therein.  In
consideration of the New Guarantor becoming a Guarantor under the terms of the
Agreement and in consideration of the value of the synergistic benefits received
by New Guarantor as a result of becoming affiliated with Borrower and the
Guarantors, the New Guarantor hereby agrees that effective as of the date
hereof, it hereby is, and shall be deemed to be, a Guarantor under the
Agreement, the Guaranty and each of the other Loan Documents to which the
Guarantors are a party and agrees that from the date hereof and so long as any
Loan or any Commitment of any Bank shall remain outstanding and until the
payment in full of the Loans and the Notes and the performance of all other
obligations of the Borrower under the Loan Documents, the New Guarantor has
assumed the obligations of a Guarantor under, and the New Guarantor shall
perform, comply with and be subject to and bound by, jointly and severally, with
each of the other Guarantors, each of the terms, provisions and waivers of the
Agreement, the Guaranty, the Intercompany Subordination Agreement and each of
the other Loan Documents which are stated to apply to or are made by a
Guarantor.  Without limiting the generality of the foregoing, the New
Guarantor hereby represents and warrants that (i) each of the representations
and warranties with respect to the Guarantors set forth in Article 5 of the
Agreement is true and correct as to the New Guarantor on and as of the date
hereof as if made on and as of the date hereof by the New Guarantor (except
representations and warranties which relate solely to an earlier date or time
which representations and warranties shall be true and correct in all material
respects on and as of the specific date or times referred to in said
representations and warranties) and (ii) the New Guarantor has heretofore
received a true and correct copy of the Agreement and each of the other Loan
Documents (including any modifications thereof or supplements or waivers
thereto) as in effect on the date hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    The New
Guarantor hereby makes, affirms, and ratifies in favor of the Banks and the
Agent the Agreement, the Guaranty, the Intercompany Subordination Agreement and
each of the other Loan Documents given by the Guarantors to the Agent and any of
the Banks.

     

    The New
Guarantor is simultaneously delivering to the Agent the following documents
together with this Joinder required under Section 7.2.9 [Subsidiaries,
Partnerships and Joint Ventures] and Section 10.18 [Joinder of Guarantors] of
the Agreement.

     

    
      
        	
                Document

              	 
      	
                Delivered

              	 
      	
                Not

                Delivered

              
	 
      	 
      	 
      	 
      	 
      
	
                Opinion
      of Counsel (mandatory)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Officer's
      Certificate (mandatory)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Secretary's
      Certificate (mandatory)

              	 
      	
                o

              	 
      	
                o

              


      

    

    


    
      
        	
                Schedule No. and Description

              	 
      	
                Delivered

              	 
      	
                Not

                Delivered

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      1.1(P)(1)   Permitted Investments (if
applicable)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      1.1(P)(2)   Permitted Liens (if applicable)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.1   Qualifications to do Business
(mandatory)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.2   Capitalization and Ownership (mandatory)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.3   Subsidiaries (mandatory)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.7   Litigation (mandatory)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.16 Insurance Policies (if applicable)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.20 Employee Benefit Plan Disclosures (if applicable)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      5.1.22 Environmental Disclosures (if applicable)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      7.2.1   Permitted Indebtedness (if applicable)

              	 
      	
                o

              	 
      	
                o

              
	 
      	 
      	 
      	 
      	 
      
	
                Schedule
      7.2.3   Existing Guaranties (if applicable)

              	
                  

              	
                o

              	
                  

              	
                o

              


      

    

     

    
       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    

    
 

    [Note:  updates
to schedules do not cure any breach of warranties unless 

    expressly
agreed in accordance with the terms of the Agreement.]

     

    In
furtherance of the foregoing, the New Guarantor shall execute and deliver or
cause to be executed and delivered at any time and from time to time such
further instruments and documents and do or cause to be done such further acts
as may be reasonably necessary or proper in the opinion of the Agent to carry
out more effectively the provisions and purposes of this Joinder and the other
Loan Documents.

     

    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    
 

    IN
WITNESS WHEREOF, the New Guarantor has duly executed this Joinder and delivered
the same to the Agent for the benefit of the Banks, on the date and year first
above written.

     

    
      
        
          
            
              
                
                  
                    
                      	 
      	
                              [NEW
      GUARANTOR]

                            
	 
      	 
      	 
      
	 
      	
                              By:

                            	 
      
	 
      	
                              Title: 

                            	 
      
	 
      	 
      	 
      
	 
      	
                              Notice
      Address:

                            
	 	 
	 
      	 
      
	 
      	 
      


                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  	 
      	
                          Telephone
      No.: 

                        	 
      
	 
      	
                          Telecopier
      No.:

                        	 
      


                

              

            

          

        

      

    

    
      
        
          	 
      	
                  Attn: 

                	 
      


        

      

    

    
      
        
          
            
              
                
                  
                    	 
      	
                            Email
      address: 

                          	 
      
	 
      	 
      	 
      
	
                            Acknowledged
      and accepted:

                          	 
      	 
      
	
                            PNC
      BANK, NATIONAL ASSOCIATION,

                          	 
      	 
      
	
                            as
      Administrative Agent

                          	 
      	 
      
	 
      	 
      	 
      
	
                            By:

                          	 
      	 
      	 
      	 
      
	
                            Name: 

                          	 
      	 
      	 
      	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ACKNOWLEDGMENT

    


    
      	
              STATE/COMMONWEALTH
      OF ___________

            	
              )

            	 
      
	 
      	
              )

            	
              SS:

            
	
              COUNTY
      OF _________________

            	
              )

            	 
      


    

     

    [On this,
the _____ day of ____________, ____, before me, a Notary Public, the undersigned
officer, personally appeared ________________, who acknowledged himself/herself
to be the ______________ of __________________________, a _____________________
(the "Company"), and that he/she as such officer, being authorized to do so,
executed the foregoing instrument for the purposes therein contained by signing
the name of the Company as such officer.]

     

    [On this,
the _____ day of ____________, ____, before me, a Notary Public, the undersigned
officer, personally appeared _______________, an individual, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within
instrument, and acknowledged that he/she executed the same for the purposes
therein contained.]

     

    [On this,
the ____ day of _________, ____, before me, a Notary Public, personally appeared
____________ who acknowledged himself/herself to be the ________________ of
_________________, a ____________ (the "General Partner"), the general partner
of __________, a ___________________ (the "Partnership"), and that he/she, as
such officer of the General Partner, executed the foregoing instrument for the
purposes therein contained by signing his/her name on behalf of the
Partnership.]

     

    IN
WITNESS WHEREOF, I hereunto set my hand and official seal.

     

    
      
        
          
            	 
      	 
      
	 
      	
                    Notary
      Public

                  
	
                    My
      Commission Expires:

                  	 
      


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
1.1(G)(2)

     

    FORM
OF

    GUARANTY AND SURETYSHIP
AGREEMENT

     

    IN
CONSIDERATION of credit granted or to be granted 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") pursuant to that certain Credit Agreement, dated the
2nd
day of September, 2010, by and among Papa John's International, Inc., a Delaware
corporation (the "Borrower"), the Guarantors (as defined in the Credit
Agreement), RSC Insurance Services Ltd., a Bermuda company ("RSC"), the Banks,
and PNC Bank, as Administrative Agent for the Banks (in such capacity, the
"Agent") (as amended, modified or supplemented from time to time, the "Credit
Agreement"), intending to be legally bound hereby, and to induce the Banks to
maintain or extend credit to the Borrower and RSC (the Borrower and RSC are each
a "Debtor" and collectively, the "Debtors"), each of the undersigned parties
(individually, a "Guarantor" and collectively, the "Guarantors"), this 2nd day of
September, 2010, hereby jointly and severally with each of the other Guarantors
(as defined in the Credit Agreement):

     

    1.           Become
absolute and unconditional guarantors and sureties as though they were a primary
obligor to the Agent and the Banks, their respective successors, endorsees and
assigns, for (i) the prompt payment and performance when due (whether at
maturity, by declaration, acceleration or otherwise) of all Reimbursement
Obligations (as defined in the Credit Agreement) and all Obligations (as defined
in the Credit Agreement) including, without limitation, all extensions,
modifications, renewals thereof and substitutions therefor, whether absolute or
contingent, direct or indirect, matured or unmatured, sole, joint or several, of
any nature whatsoever, without regard to the validity, enforceability or
regularity thereof including, without limitation, continuing interest thereon in
accordance with the terms thereof and all expenses (including any reasonable
costs of legal expenses) incurred by the Agent or any Bank in enforcing any
rights with regard to or collecting against the Guarantors under this Guaranty
and Suretyship Agreement ("Agreement") and (ii) the due and punctual performance
of and/or compliance with all of the terms, conditions and covenants contained
in each of the Credit Agreement, the Notes (as defined in the Credit Agreement)
and the other Loan Documents (as defined in the Credit Agreement) to be
performed or complied with by the Debtors and the accuracy of the Debtors'
representations and warranties contained in each of the Loan Documents
(hereinafter collectively referred to as the "Debtor Liabilities"), whether or
not such Debtor Liabilities or any portion thereof shall hereafter be released
or discharged or is for any reason invalid or unenforceable (capitalized terms
used in this Agreement that are defined in the Credit Agreement shall have the
meanings assigned to them therein unless otherwise defined in this
Agreement);

     

    2.           Assent
to all agreements made or to be made between the Agent or any Bank and any other
Person(s) liable, either absolutely or contingently, on any of the Debtor
Liabilities, including any and all such agreements made by the Debtors and any
co-maker, endorser, pledgor, surety or guarantor (any such Person being
hereinafter referred to as an "Obligor"), and further agrees that the
Guarantors' liability hereunder shall not be reduced or diminished by such
agreements in any way;

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.           Consent
and agree that their obligations and liabilities hereunder shall in no way be
reduced, limited, waived or released if any other Person or Persons is presently
or in the future becomes a surety or guarantor in regard to the Debtor
Liabilities or any other liabilities among any Debtor, the Agent and the
Banks;

     

    4.           Consent
that the Agent and the Banks may, at their option, without in any way affecting
the Guarantors' liability hereunder:  (i) exchange, surrender or
release any or all collateral security of any endorsement, guaranty or surety
held by the Agent or the Banks for any of the Debtor Liabilities; (ii) renew,
extend, modify, supplement, amend, release, alter or compromise the terms of any
or all of the Debtor Liabilities; and (iii) waive or fail to perfect the Agent's
and the Banks' rights or remedies against any Debtor or the collateral security
for any of the Debtor Liabilities; and

     

    5.           Warrant
that the address specified on the signature page hereof, immediately below each
Guarantor's name, is such Guarantor's true and correct address, and agrees to
notify the Agent, in the manner hereinafter specified, within three (3) days
after any change in such Guarantor's address.

     

    CONTINUING
GUARANTORS.  This Agreement shall be a continuing one and shall
continue in full force and effect until (subject to the terms and conditions of
the Section of this Agreement entitled Bankruptcy of the
Debtors), all Debtor Liabilities and all other amounts payable under the
Loan Documents have been paid and performed in full, and all Commitments have
terminated.  Without limiting the generality of the foregoing, the
Guarantors hereby irrevocably waive any right to terminate or revoke this
Agreement.

     

    EXTENT OF GUARANTOR'S
LIABILITY.  This Agreement shall be and is intended to be an
absolute and unconditional guaranty and suretyship for the aggregate of the
Debtor Liabilities, including, but not limited to, the Indebtedness evidenced by
the Notes; provided, however that the Guarantors' liability hereunder shall be
limited as set forth below.  The obligations of the Guarantors under
this Agreement, when construed collectively with the obligations of (i) the
Borrower under that certain Borrower/RSC Guaranty and Suretyship Agreement,
dated of even date herewith, made by the Borrower for the benefit of the Agent
and the Banks, and (ii) any other Person that becomes a Guarantor in
accordance with the terms of the Credit Agreement, are intended to be the joint
and several obligations of the Guarantors, the Borrower and such other Persons
that become Guarantors under the Credit Agreement, and this Agreement, when
construed in connection with such other Guaranty and Suretyship Agreements, is
intended to be an absolute and unconditional guaranty and suretyship for the
aggregate of the Debtor Liabilities.

     

    Subject
to the remainder of this paragraph, but otherwise notwithstanding anything to
the contrary contained in this Agreement, the maximum liability of each
Guarantor under this Agreement shall not exceed the sum of (i) that portion of
the Debtor Liabilities, the proceeds of which are used by the Debtors to make
Valuable Transfers (as hereinafter defined) to such Guarantor, plus (ii)
ninety-five percent (95%) of the Adjusted Net Worth (as hereinafter defined),
but only to the extent that Adjusted Net Worth is a positive number, of such
Guarantor at the date of this Agreement.  For purposes of this
paragraph:

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    "Adjusted
Net Worth" shall mean, as of any date of determination thereof, the excess of
(i) the amount of the fair saleable value of the assets of such Guarantor as of
the date of such determination, determined in accordance with applicable federal
and state laws governing determinations of insolvency of debtors, over (ii) the
amount of all liabilities of such Guarantor, contingent or otherwise, as of the
date of such determination, determined on the basis provided in the preceding
clause (i), in all events prior to giving effect to Valuable
Transfers.

     

    "Valuable
Transfers" shall mean the Dollar Equivalent amount of the
following:  (a) all loans, advances, other credit accommodations, or
capital contributions made to such Guarantor with proceeds of the Loans, (b)
Letters of Credit Outstanding with respect to the Letters of Credit issued to
support the obligations or Indebtedness of such Guarantor, (c) all debt
securities or other obligations or Indebtedness of such Guarantor acquired from
such Guarantor or retired, redeemed, purchased or acquired by such Guarantor
with proceeds of any Loans or of any Letters of Credit issued to support the
obligations or Indebtedness of such Guarantor, (d) all equity securities of such
Guarantor acquired from such Guarantor with the proceeds of any Loans or of any
drawings on Letters of Credit issued to support the obligations of such
Guarantor, (e) the fair market value of all property acquired with proceeds of
the Loans or of any drawings on Letters of Credit issued to support the
obligations or Indebtedness of such Guarantor and transferred to such Guarantor,
(f) the interest on and the fees in respect of the Loans, the proceeds of which
are used to make such a Valuable Transfer, and (g) the value of any quantifiable
economic benefits not included in clauses (a) through (f) above, but includable
in accordance with applicable federal and state Laws governing determinations of
the insolvency of debtors, accruing to such Guarantor as a result of the Loans
or the Letters of Credit Outstanding.

     

    The
Guarantors agree that the Debtor Liabilities may at any time and from time to
time exceed the maximum liability of the Guarantors hereunder without impairing
this Agreement or affecting the rights and remedies of the Agent and the Banks
hereunder.  No payment or payments made by the Debtors or any other
Person or received or collected by the Agent or any Bank from the Debtors, the
Guarantors or any other Person by virtue of any action or proceeding or any
set-off or appropriation or application at any time or from time to time in
reduction of or in payment of the Debtor Liabilities shall be deemed to modify,
reduce, release or otherwise affect the liability of the Guarantors under this
Agreement, and the Guarantors shall, notwithstanding any such payment or
payments (other than payments made to the Agent or any Bank by the Guarantors or
payments received or collected by the Agent or any Bank from the Guarantors),
remain liable for the Debtor Liabilities up to the maximum liability amount of
the Guarantors set forth in this paragraph until the Debtor Liabilities are
indefeasibly paid in full in cash, the Commitments are terminated according to
the terms of the Credit Agreement and all Letters of Credit have either expired
or have been cancelled and all Bank-Provided Hedges have either expired or have
been canceled; provided, however, that,
anything herein to the contrary notwithstanding, in no event shall the
Guarantors' liability under this paragraph exceed the maximum amount that, after
giving effect to the incurring of the obligations hereunder and to any rights to
contribution of the Guarantors from the Debtors and other Affiliates of the
Debtors, would not render the Agent's and the Banks' right to payment hereunder
void, voidable or avoidable under any applicable fraudulent transfer law; and
further provided that if a greater amount of the Debtor Liabilities than the
maximum liability set forth in this paragraph could be repaid by the Guarantors
as a result of an increase in any Guarantor's Adjusted Net Worth subsequent to
the date of this Agreement, without rendering the Agent's and the Banks' right
to payment hereunder void, voidable or avoidable under any applicable fraudulent
transfer law, then the amount of such Guarantor's maximum liability calculated
in the first sentence of this paragraph shall be calculated based upon such
Guarantor's Adjusted Net Worth on such later date, rather than the date of
execution of this Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    



    UNCONDITIONAL
LIABILITY.  The Guarantors' liability hereunder is absolute and
unconditional and shall not be reduced, limited, waived, or released in any way
by reason of:  (i) any failure of the Agent or any Bank to obtain,
retain, preserve, perfect or enforce any rights against any Person (including
without limitation, any Obligor) or in any property securing any or all of the
Debtor Liabilities; (ii) the invalidity or irregularity of any such rights that
the Agent and the Banks may attempt to obtain; (iii) any delay in enforcing or
any failure to enforce such rights, even if such rights are thereby lost; (iv)
any delay in making demand on any Obligor for payment or performance of any or
all of the Debtor Liabilities; or (v) from time to time, the payment in full and
subsequent incurring of any Debtor Liabilities.

     

    RIGHT OF
SET-OFF.  If any liability of any Guarantor hereunder is not
paid to the Agent when due, the Agent and the Banks may forthwith, at any time
and from time to time without notice to any Guarantor, any right to such notice
being hereby expressly waived by each Guarantor: set-off, appropriate and apply
against the liabilities of the Guarantors hereunder (i) any and all deposits
(general or special, time or demand, provisional or final, excluding, however,
trust accounts for Benefit Arrangements), in any currency, in each case whether
direct or indirect, absolute or contingent, matured or unmatured, at any time
held by the Agent or any Bank, not to exceed the amount then due, as the Agent
or such Bank may elect, whether or not the Agent or such Bank shall have made
any demand for payment and (ii) any and all moneys owed by the Agent or any Bank
to any Guarantor in any capacity, whether or not then due, and whether
provisionally or finally credited upon the Agent's and the Banks' books and
records.

     

    WAIVER.  The
Guarantors hereby waive all notice with respect to the present existence or
future incurrence of any Debtor Liabilities including, but not limited to, the
amount, terms and conditions thereof.  The Guarantors hereby consent
to the taking of, or failure to take, from time to time, any action of any
nature whatsoever permitted by Law with respect to the Debtor Liabilities and
with respect to any rights against any Person or Persons (including, without
limitation, any Obligor), or in any property including, without limitation, any
renewals, extensions, modifications, postponements, compromises, indulgences,
waivers, surrenders, exchanges and releases, and the Guarantors will remain
fully liable hereunder notwithstanding any or all of the
foregoing.  The granting of an express written release of any
Guarantor's liability hereunder or any other Obligor's liability shall be
effective only with respect to the liability hereunder of such Guarantor or
Obligor who is specifically so expressly released but shall in no way affect the
liability hereunder of such Guarantor or any Obligor not so expressly
released.  The dissolution of any Guarantor, or any other Obligor,
shall in no way affect the liability hereunder or that of any other
Obligor.  The Guarantors hereby expressly waive:  (i)
notices of acceptance hereof; (ii) any presentment, demand, protest, notice of
default in connection with the Debtor Liabilities, dishonor or notice of
dishonor; (iii) any right of indemnification; and (iv) any defense arising by
reason of any disability or other defense whatsoever to the liability of the
Debtors, or any other circumstance which might otherwise constitute a defense
available to, or in discharge of, the Guarantors with respect to their
obligations hereunder.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    



    No
payment by any Guarantor shall entitle any other Obligor, by subrogation,
contribution, indemnification or otherwise, to succeed to any to the rights of
the Agent and the Banks, including rights to any payment made on account of the
Debtor Liabilities, regardless of the source of such payment until all of the
Debtors' obligations to the Agent and the Banks under the Loan Documents are
satisfied in full and are not subject to any right of
disgorgement.  The Guarantors hereby waive any benefit of and any
right to participate in any collateral security now or hereafter held by the
Agent and the Banks or any failure or refusal by the Agent and the Banks to
perfect an interest in any collateral security.

     

    BANKRUPTCY OF A
DEBTOR.  Neither the Guarantors' obligations to make payment in
accordance with the terms of this Agreement nor any remedy for the enforcement
hereof shall be impaired, modified, changed, released or limited in any manner
whatsoever by any Debtor's bankruptcy or by any impairment, modification,
change, release or limitation of (i) the liability of any Debtor, any Person
assuming the obligations of any Debtor under the Credit Agreement or any of the
other Loan Documents or any Debtor's estate in bankruptcy or (ii) any remedy for
the enforcement of the Debtor Liabilities, either of which result from the
operation of any present or further provision of any bankruptcy act, Law or
equitable cause or from the decision of any court.  The Guarantors
agree that to the extent that a Debtor or any other Obligor makes a payment or
payments to the Agent or any Bank, which payment or payments or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set
aside and/or required to be paid to a trustee, receiver or any other Person
under any bankruptcy act, Law or equitable cause, then to the extent of such
payment, the Debtor Liabilities or part thereof intended to be satisfied shall
be revived and continued in full force and effect as if said payment had not
been made.

     

    PAYMENT OF
COSTS.  In addition to all other liabilities of the Guarantors
hereunder, the Guarantors also agree to pay to the Agent on demand all
reasonable costs and expenses (including reasonable attorneys' fees and legal
expenses) which may be incurred in the enforcement or collection of the
liabilities of the Guarantors hereunder.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    



    PRIMARY LIABILITY OF THE
GUARANTORS.  The Guarantors agree that this Agreement may be
enforced by the Agent and the Banks without the necessity at any time of
resorting to or exhausting any other security or collateral and without the
necessity at any time of having recourse to the Credit Agreement and the other
Loan Documents, or any collateral now or hereafter securing the Debtor
Liabilities or otherwise, and the Guarantors hereby waive the right to require
the Agent and the Banks to proceed against any other Obligor or to require the
Agent and the Banks to pursue any other remedy or enforce any other
right.  The Guarantors further agree that nothing contained herein
shall prevent the Agent and the Banks from suing on the Credit Agreement and the
other Loan Documents, or any of them, or foreclosing their Lien, if any, on any
collateral hereafter securing the Debtor Liabilities or from exercising any
other rights available under the Credit Agreement and the other Loan Documents,
or any other instrument of security if neither the Debtors nor the Guarantors
satisfy the Debtor Liabilities thereunder, and the exercise of any of the
aforesaid rights and the completion of any foreclosure proceedings shall not
constitute a discharge of any of the obligations of the Guarantors thereunder;
it being the purpose and intent of the Guarantors that the obligations of the
Guarantors hereunder shall be absolute, independent and
unconditional.  Neither the obligations of the Guarantors under this
Agreement nor any remedy for the enforcement thereof shall be impaired,
modified, changed or released in any manner whatsoever by an impairment,
modification, change, release or limitation of the liability of the Debtors or
by reason of the bankruptcy or insolvency of any Debtor.  If
acceleration of the time for payment of any amount payable by each Debtor is
stayed upon the insolvency or bankruptcy of such Debtor, amounts otherwise
subject to acceleration under the terms of the Credit Agreement and the other
Loan Documents including, without limitation, interest at the rates set forth in
the Credit Agreement occurring after the date of such bankruptcy or insolvency,
shall nonetheless be payable by the Guarantors hereunder forthwith on demand by
the Agent.  The Guarantors acknowledge that the term "Debtor
Liabilities" as used herein includes any payments made by the Debtors to the
Agent or the Banks and subsequently recovered by the Debtors or a trustee for
any Debtor pursuant to bankruptcy or insolvency proceedings.

     

    ACCELERATION OF THE
GUARANTORS' LIABILITIES.  Upon the occurrence of any of the
following events, all of the Debtor Liabilities, at the Agent's and the Banks'
option, shall be deemed to be forthwith due and payable for the purposes of this
Agreement and for determining the liability of the Guarantors hereunder, whether
or not the Agent and the Banks have any such rights against any other Obligor,
and whether or not the Agent and the Banks elect to exercise any rights or
remedies against any other Person or property including, without limitation, any
other Obligor:  (1) the failure of any Guarantor to perform any
covenant or obligation hereunder; (2) the occurrence of an Event of Default
under the Credit Agreement; (3) except as otherwise permitted pursuant to the
terms of the Credit Agreement, the sale of all or substantially all of the
assets, or change in ownership, or the dissolution, merger, consolidation or
reorganization of any Guarantor; (4) any information or signature heretofore or
hereafter furnished to the Agent or any Bank by any Guarantor, or delivered to
the Agent or any Bank by an Obligor in connection with any of the Debtor
Liabilities, is materially false or incorrect at the time when made; or (5) the
failure of any Guarantor or any Obligor to furnish the Agent and the Banks such
financial and other information as required by the Loan Documents.

     

    RIGHTS OF THE
GUARANTORS.  All rights and remedies of the Guarantors against
the Debtors or any property of the Debtors or any collateral security for any of
the Debtor Liabilities, whether arising by promissory note, subrogation,
security agreement, mortgage or otherwise, shall in all respects be and remain
subordinate and junior in right of payment and priority to the prior and
indefeasible payment in full to the Agent and the Banks of all Debtor
Liabilities and to the priority of the Agent and the Banks in any property of
the Debtors and any collateral security for any of the Debtor
Liabilities.  Any amount which may have been paid to the Guarantors on
account of any Indebtedness of the Debtors to the Guarantors, or on account of
any subrogation or other rights of the Guarantors against the Debtors, when all
of the Debtor Liabilities shall not have been indefeasibly paid in full, shall
be held by the undersigned in trust for the benefit of the Banks and shall
forthwith be paid to the Agent to be credited and applied upon the Debtor
Liabilities, whether matured or unmatured.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    



    NOTICE TO THE AGENT AND THE
BANKS BY THE GUARANTORS.  Any notice to the Agent or the Banks
by the Guarantors pursuant to the provisions hereof shall be given as provided
in the Credit Agreement and such notice shall be effective as provided in the
Credit Agreement.

     

    Notice by
the Guarantors shall not, in any way, reduce, diminish or release the liability
of any other Obligor.  In the event that this Agreement is preceded or
followed by any other guaranty or surety agreement(s) regarding the Debtors or
any other Person, all rights granted to the Agent and the Banks in such
agreement(s) shall be deemed to be cumulative and this Agreement shall not, in
such event, be deemed to be cancelled, superseded, terminated or in any way
limited.

     

    COUNTERPARTS.  This
Agreement may be signed in any number of counterpart copies and by the parties
hereto on separate counterparts, but all such copies shall constitute one and
the same instrument.  Delivery of an executed counterpart of signature
page to this Agreement by facsimile transmission shall be effective as delivery
of a manually executed counterpart.  Any party so executing this
Agreement by facsimile transmission shall promptly deliver a manually executed
counterpart, provided that any failure to do so shall not affect the validity of
the counterpart executed by facsimile transmission.

     

    MISCELLANEOUS.  This
Agreement shall be binding upon the Guarantors and the Guarantors' successors
and assigns, and shall inure to the benefit of the Agent and the Banks, their
respective endorsers, successors and assigns forever.  If any
provision of this Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision hereof, but this Agreement shall be construed as if such invalid or
unenforceable provision had never been contained herein.  All matters
arising hereunder shall be governed by the Laws of the State of New York without
regard to the conflicts of laws thereof, and the parties hereto agree 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 in connection herewith.

     

    WAIVER OF TRIAL BY
JURY.  THE UNDERSIGNED HEREBY EXPRESSLY, KNOWINGLY AND
VOLUNTARILY WAIVE ALL BENEFIT AND ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY, AND
THEY WILL NOT AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER WHATSOEVER
CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A TRIAL BY JURY IN ANY ACTION ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.

     

    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    



    IN
WITNESS WHEREOF, the undersigned Guarantors, intending to be legally bound, have
executed and delivered this Agreement on the day and year first above
written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        WITNESS:

                                                                      	 
      	
                                                                        PAPA
      JOHN'S USA, INC.

                                                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                        By:

                                                                      	 
      
	 
      	 
      	
                                                                        Name:

                                                                      	 
      
	 
      	 
      	
                                                                        Title:

                                                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                        Address:

                                                                      
	 	 	  
      
	 	 	  
      
	 	 	  
      
	 
      	 
      	 
      	 
      
	
                                                                        WITNESS:

                                                                      	 
      	
                                                                        PREFERRED
      MARKETING SOLUTIONS,

                                                                        INC.

                                                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                        By:

                                                                      	 
      
	 
      	 
      	
                                                                        Name:

                                                                      	 
      
	 
      	 
      	
                                                                        Title:

                                                                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                        Address:

                                                                      
	 
      	 	 
      
	 	 	 
      
	 	 	 
      
	 
      	 
      	 
      	 
      
	
                                                                        WITNESS:

                                                                      	 
      	
                                                                        CAPITAL
      DELIVERY, LTD.

                                                                      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                        By:

                                                                      	 
      
	 
      	 
      	
                                                                        Name:

                                                                      	 
      
	 
      	 
      	
                                                                        Title:

                                                                      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                                                                        Address:

                                                                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	
                                                                            WITNESS:

                                                                          	 
      	
                                                                            RISK
      SERVICES CORP.

                                                                          
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                            By:

                                                                          	 
      
	 
      	 
      	
                                                                            Name:

                                                                          	 
      
	 
      	 
      	
                                                                            Title:

                                                                          	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                            Address:

                                                                          
	 	 	   
      
	 	 	   
      
	 	 	   
      
	 
      	 
      	 
      	 
      
	
                                                                            WITNESS:

                                                                          	 
      	
                                                                            PJ
      FOOD SERVICE, INC.

                                                                          
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                            By:

                                                                          	 
      
	 
      	 
      	
                                                                            Name:

                                                                          	 
      
	 
      	 
      	
                                                                            Title:

                                                                          	 
      
	 
      	 
      	 
      	 
      
	
                                                                              

                                                                          	 
      	Address:
	 	 	  
      
	 	 	  
      
	 	 	  
      
	 
      	 
      	 
      	 
      
	
                                                                            WITNESS:

                                                                          	 
      	
                                                                            TRANS
      PAPA LOGISTICS, INC.

                                                                          
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                            By:

                                                                          	 
      
	 
      	 
      	
                                                                            Name:

                                                                          	 
      
	 
      	 
      	
                                                                            Title:

                                                                          	 
      
	 
      	 
      	 
      	 
      
	
                                                                                
      

                                                                          	 
      	Address:
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      EXHIBIT
1.1(G)(3)


       

      FORM
OF

      BORROWER/RSC GUARANTY AND
SURETYSHIP AGREEMENT

       

      IN
CONSIDERATION of credit granted or to be granted 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") pursuant to that certain Credit Agreement, dated the
2nd
day of September, 2010, by and among Papa John's International, Inc., a Delaware
corporation, as Borrower, the Guarantors (as defined in the Credit Agreement),
RSC Insurance Services Ltd., a Bermuda company ("RSC"), the Banks and PNC Bank,
as Administrative Agent for the Banks (in such capacity, the "Agent") (as
amended, modified or supplemented from time to time, the "Credit Agreement"),
intending to be legally bound hereby, and to induce the Banks to issue letters
of credit for the account of RSC (the "Debtor"), Papa John's International, Inc.
a Delaware corporation (the "Borrower/RSC Guarantor"), this 2nd day of
September, 2010, hereby jointly and severally with each of the Guarantors (as
defined in the Credit Agreement):

       

      1.           Becomes
an absolute and unconditional guarantor and surety as though it were a primary
obligor to the Agent and the Banks, their respective successors, endorsees and
assigns, for (i) the prompt payment and performance when due (whether at
maturity, by declaration, acceleration or otherwise) of all Reimbursement
Obligations (as defined in the Credit Agreement) of the Debtor and all other
Obligations (as defined in the Credit Agreement) of the Debtor including,
without limitation, all extensions, modifications, renewals thereof and
substitutions therefor, whether absolute or contingent, direct or indirect,
matured or unmatured, sole, joint or several, of any nature whatsoever, without
regard to the validity, enforceability or regularity thereof including, without
limitation, continuing interest thereon in accordance with the terms thereof and
all expenses (including any reasonable costs of legal expenses) incurred by the
Agent or any Bank in enforcing any rights with regard to or collecting against
the Borrower/RSC Guarantor under this Guaranty and Suretyship Agreement
("Agreement") and (ii) the due and punctual performance of and/or compliance
with all of the terms, conditions and covenants contained in the Credit
Agreement to be performed or complied with by the Debtor and the accuracy of the
Debtor's representations and warranties contained in each of the Loan Documents
(hereinafter collectively referred to as the "Debtor Liabilities"), whether or
not such Debtor Liabilities or any portion thereof shall hereafter be released
or discharged or is for any reason invalid or unenforceable (capitalized terms
used in this Agreement that are defined in the Credit Agreement shall have the
meanings assigned to them therein unless otherwise defined in this
Agreement);

       

      2.           Assents
to all agreements made or to be made between the Agent or any Bank and any other
Person(s) liable, either absolutely or contingently, on any of the Debtor
Liabilities, including any and all such agreements made by the Debtor and any
co-maker, endorser, pledgor, surety or guarantor (any such Person being
hereinafter referred to as an "Obligor"), and further agrees that the
Borrower/RSC Guarantor's liability hereunder shall not be reduced or diminished
by such agreements in any way;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.           Consents
and agrees that its obligations and liabilities hereunder shall in no way be
reduced, limited, waived or released if any other Person or Persons is presently
or in the future becomes a surety or guarantor in regard to the Debtor
Liabilities or any other liabilities among the Debtor, the Agent and the
Banks;

       

      4.           Consents
that the Agent and the Banks may, at their option, without in any way affecting
the Borrower/RSC Guarantor's liability hereunder:  (i) exchange,
surrender or release any or all collateral security of any endorsement, guaranty
or surety held by the Agent or the Banks for any of the Debtor Liabilities; (ii)
renew, extend, modify, supplement, amend, release, alter or compromise the terms
of any or all of the Debtor Liabilities; and (iii) waive or fail to perfect the
Agent's and the Banks' rights or remedies against the Debtor or the collateral
security for any of the Debtor Liabilities; and

       

      5.           Warrants
that the address specified on the signature page hereof, immediately below the
Borrower/RSC Guarantor's name, is the Borrower/RSC Guarantor's true and correct
address, and agrees to notify the Agent, in the manner hereinafter specified,
within three (3) days after any change in the Borrower/RSC Guarantor's
address.

       

      CONTINUING
GUARANTOR.  This Agreement shall be a continuing one and shall
continue in full force and effect until (subject to the terms and conditions of
the Section of this Agreement entitled Bankruptcy of the
Debtor), all Debtor Liabilities and all other amounts payable under the
Credit Agreement have been paid and performed in full, and all Commitments
thereunder have terminated.  Without limiting the generality of the
foregoing, the Borrower/RSC Guarantor hereby irrevocably waives any right to
terminate or revoke this Agreement.

       

      EXTENT OF THE BORROWER/RSC
GUARANTOR'S LIABILITY.  This Agreement shall be and is intended
to be an absolute and unconditional guaranty and suretyship for the aggregate of
the Debtor Liabilities.  The Agent may apply any payment received on
account of the Debtor Liabilities in such order as the Banks, in their sole
discretion, may elect.  The obligations of the Borrower/RSC Guarantor
under this Agreement, when construed collectively with the obligations of (i)
the Guarantors under that certain Guaranty and Suretyship Agreement, dated of
even date herewith, and made by the Guarantors for the benefit of the Agent and
the Banks, and (ii) any other Person that becomes a Guarantor in accordance with
the terms of the Credit Agreement, are intended to be the joint and several
obligations of the Borrower/RSC Guarantor, the Guarantors and such other Persons
that become Guarantors under the Credit Agreement, and this Agreement, when
construed in connection with such other Guaranty and Suretyship Agreements, is
intended to be an absolute and unconditional guaranty and suretyship for the
aggregate of the Debtor Liabilities.

       

      UNCONDITIONAL
LIABILITY.  The Borrower/RSC Guarantor's liability hereunder is
absolute and unconditional and shall not be reduced, limited, waived, or
released in any way by reason of:  (i) any failure of the Agent or any
Bank to obtain, retain, preserve, perfect or enforce any rights against any
Person (including without limitation, any Obligor) or in any property securing
any or all of the Debtor Liabilities; (ii) the invalidity or irregularity of any
such rights that the Agent and the Banks may attempt to obtain; (iii) any delay
in enforcing or any failure to enforce such rights, even if such rights are
thereby lost; (iv) any delay in making demand on any Obligor for payment or
performance of any or all of the Debtor Liabilities; or (v) from time to time,
the payment in full and subsequent incurring of any Debtor
Liabilities.

      
         

        
          
            
            

          

          
            -2-

            
              

            

          

          
            
            

          

        

      

       

      RIGHT OF
SET-OFF.  If any liability of the Borrower/RSC Guarantor
hereunder is not paid to the Agent when due, the Agent and the Banks may
forthwith, at any time and from time to time without notice to the Borrower/RSC
Guarantor, any right to such notice being hereby expressly waived by the
Borrower/RSC Guarantor: set-off, appropriate and apply against the liabilities
of the Borrower/RSC Guarantor hereunder (i) any and all deposits (general or
special, time or demand, provisional or final, excluding, however, trust
accounts for Benefit Arrangements), in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held by
the Agent or any Bank, not to exceed the amount then due, as the Agent or such
Bank may elect, whether or not the Agent or such Bank shall have made any demand
for payment and (ii) any and all moneys owed by the Agent or any Bank to the
Borrower/RSC Guarantor in any capacity, whether or not then due, and whether
provisionally or finally credited upon the Agent's and the Banks' books and
records.

       

      WAIVER.  The
Borrower/RSC Guarantor hereby waives all notice with respect to the present
existence or future incurrence of any Debtor Liabilities including, but not
limited to, the amount, terms and conditions thereof.  The
Borrower/RSC Guarantor hereby consents to the taking of, or failure to take,
from time to time, any action of any nature whatsoever permitted by Law with
respect to the Debtor Liabilities and with respect to any rights against any
Person or Persons (including, without limitation, any Obligor), or in any
property including, without limitation, any renewals, extensions, modifications,
postponements, compromises, indulgences, waivers, surrenders, exchanges and
releases, and the Borrower/RSC Guarantor will remain fully liable hereunder
notwithstanding any or all of the foregoing.  The granting of an
express written release of the Borrower/RSC Guarantor's liability hereunder or
any other Obligor's liability shall be effective only with respect to the
liability hereunder of the Borrower/RSC Guarantor or Obligor who is specifically
so expressly released but shall in no way affect the liability hereunder of the
Borrower/RSC Guarantor or any Obligor not so expressly released.  The
dissolution of the Borrower/RSC Guarantor, or any other Obligor, shall in no way
affect the liability hereunder or that of any other Obligor.  The
Borrower/RSC Guarantor hereby expressly waives:  (i) notices of
acceptance hereof; (ii) any presentment, demand, protest, notice of default in
connection with the Debtor Liabilities, dishonor or notice of dishonor; (iii)
any right of indemnification; and (iv) any defense arising by reason of any
disability or other defense whatsoever to the liability of the Debtor, or any
other circumstance which might otherwise constitute a defense available to, or
in discharge of, the Borrower/RSC Guarantor with respect to its obligations
hereunder.

       

      No
payment by the Borrower/RSC Guarantor shall entitle any other Obligor, by
subrogation, contribution, indemnification or otherwise, to succeed to any of
the rights of the Agent and the Banks, including rights to any payment made on
account of the Debtor Liabilities, regardless of the source of such payment
until all of the Debtor's obligations to the Agent and the Banks under the
Credit Agreement are satisfied in full and are not subject to any right of
disgorgement.  The Borrower/RSC Guarantor hereby waives any benefit of
and any right to participate in any collateral security now or hereafter held by
the Agent and the Banks or any failure or refusal by the Agent and the Banks to
perfect an interest in any collateral security.

      
         

        
          
            
            

          

          
            -3-

            
              

            

          

          
            
            

          

        

      

       

      BANKRUPTCY OF THE
DEBTOR.  Neither the Borrower/RSC Guarantor's obligations to
make payment in accordance with the terms of this Agreement nor any remedy for
the enforcement hereof shall be impaired, modified, changed, released or limited
in any manner whatsoever by the Debtor's bankruptcy or by any impairment,
modification, change, release or limitation of (i) the liability of the Debtor,
any Person assuming the obligations of the Debtor under the Credit Agreement or
the Debtor's estate in bankruptcy or (ii) any remedy for the enforcement of the
Debtor Liabilities, either of which result from the operation of any present or
further provision of any bankruptcy act, Law or equitable cause or from the
decision of any court.  The Borrower/RSC Guarantor agrees that to the
extent that the Debtor or any other Obligor makes a payment or payments to the
Agent or any Bank, which payment or payments or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be paid to a trustee, receiver or any other Person under any
bankruptcy act, Law or equitable cause, then to the extent of such payment, the
Debtor Liabilities or part thereof intended to be satisfied shall be revived and
continued in full force and effect as if said payment had not been
made.

       

      PAYMENT OF
COSTS.  In addition to all other liabilities of the
Borrower/RSC Guarantor hereunder, the Borrower/RSC Guarantor also agrees to pay
to the Agent on demand all reasonable costs and expenses (including reasonable
attorneys' fees and legal expenses) which may be incurred in the enforcement or
collection of the liabilities of the Borrower/RSC Guarantor
hereunder.

       

      PRIMARY LIABILITY OF THE
BORROWER/RSC GUARANTOR.  The Borrower/RSC Guarantor agrees that
this Agreement may be enforced by the Agent and the Banks without the necessity
at any time of resorting to or exhausting any other security or collateral and
without the necessity at any time of having recourse to the Credit Agreement, or
any collateral now or hereafter securing the Debtor Liabilities or otherwise,
and the Borrower/RSC Guarantor hereby waives the right to require the Agent and
the Banks to proceed against any other Obligor or to require the Agent and the
Banks to pursue any other remedy or enforce any other right.  The
Borrower/RSC Guarantor further agrees that nothing contained herein shall
prevent the Agent and the Banks from suing on the Credit Agreement, or any of
them, or foreclosing their Lien, if any, on any collateral hereafter securing
the Debtor Liabilities or from exercising any other rights available under the
Credit Agreement, or any other instrument of security if neither the Debtor nor
the Borrower/RSC Guarantor satisfy the Debtor Liabilities thereunder, and the
exercise of any of the aforesaid rights and the completion of any foreclosure
proceedings shall not constitute a discharge of any of the obligations of the
Borrower/RSC Guarantor thereunder; it being the purpose and intent of the
Borrower/RSC Guarantor that the obligations of the Borrower/RSC Guarantor
hereunder shall be absolute, independent and unconditional.  Neither
the obligations of the Borrower/RSC Guarantor under this Agreement nor any
remedy for the enforcement thereof shall be impaired, modified, changed or
released in any manner whatsoever by an impairment, modification, change,
release or limitation of the liability of the Debtor or by reason of the
bankruptcy or insolvency of the Debtor.  If acceleration of the time
for payment of any amount payable by the Debtor is stayed upon the insolvency or
bankruptcy of the Debtor, amounts otherwise subject to acceleration under the
terms of the Credit Agreement including, without limitation, interest at the
rates set forth in the Credit Agreement occurring after the date of such
bankruptcy or insolvency, shall nonetheless be payable by the Borrower/RSC
Guarantor hereunder forthwith on demand by the Agent.  The
Borrower/RSC Guarantor acknowledges that the term "Debtor Liabilities" as used
herein includes any payments made by the Debtor to the Agent or the Banks and
subsequently recovered by the Debtor or a trustee for the Debtor pursuant to
bankruptcy or insolvency proceedings.

      
         

        
          
            
            

          

          
            -4-

            
              

            

          

          
            
            

          

        

      

       

      ACCELERATION OF THE
BORROWER/RSC GUARANTOR'S LIABILITIES.  Upon the occurrence of
any of the following events, all of the Debtor Liabilities, at the Agent's and
the Banks' option, shall be deemed to be forthwith due and payable for the
purposes of this Agreement and for determining the liability of the Borrower/RSC
Guarantor hereunder, whether or not the Agent and the Banks have any such rights
against any other Obligor, and whether or not the Agent and the Banks elect to
exercise any rights or remedies against any other Person or property including,
without limitation, any other Obligor:  (1) the failure of the
Borrower/RSC Guarantor to perform any covenant or obligation hereunder; (2) the
occurrence of an Event of Default under the Credit Agreement; (3) except as
otherwise permitted pursuant to the terms of the Credit Agreement, the sale of
all or substantially all of the assets, or change in ownership, or the
dissolution, merger, consolidation or reorganization of any Guarantor; (4) any
information or signature heretofore or hereafter furnished to the Agent or any
Bank by the Borrower/RSC Guarantor, or delivered to the Agent or any Bank by an
Obligor in connection with any of the Debtor Liabilities, is materially false or
incorrect at the time when made; or (5) the failure of the Borrower/RSC
Guarantor or any Obligor to furnish the Agent and the Banks such financial and
other information as required by the Loan Documents.

       

      RIGHTS OF THE BORROWER/RSC
GUARANTOR.  All rights and remedies of the Borrower/RSC
Guarantor against the Debtor or any property of the Debtor or any collateral
security for any of the Debtor Liabilities, whether arising by promissory note,
subrogation, security agreement, mortgage or otherwise, shall in all respects be
and remain subordinate and junior in right of payment and priority to the prior
and indefeasible payment in full to the Agent and the Banks of all Debtor
Liabilities and to the priority of the Agent and the Banks in any property of
the Debtor and any collateral security for any of the Debtor
Liabilities.  Any amount which may have been paid to the Borrower/RSC
Guarantor on account of any Indebtedness of the Debtor to the Borrower/RSC
Guarantor, or on account of any subrogation or other rights of the Borrower/RSC
Guarantor against the Debtor, when all of the Debtor Liabilities shall not have
been indefeasibly paid in full, shall be held by the undersigned in trust for
the benefit of the Banks and shall forthwith be paid to the Agent to be credited
and applied upon the Debtor Liabilities, whether matured or
unmatured.

       

      NOTICE TO THE AGENT AND THE
BANKS BY THE BORROWER/RSC GUARANTOR.  Any notice to the Agent
or the Banks by the Borrower/RSC Guarantor pursuant to the provisions hereof
shall be given as provided in the Credit Agreement and such notice shall be
effective as provided in the Credit Agreement.

       

      Notice by
the Borrower/RSC Guarantor shall not, in any way, reduce, diminish or release
the liability of any other Obligor.  In the event that this Agreement
is preceded or followed by any other guaranty or surety agreement(s) regarding
the Debtor or any other Person, all rights granted to the Agent and the Banks in
such agreement(s) shall be deemed to be cumulative and this Agreement shall not,
in such event, be deemed to be cancelled, superseded, terminated or in any way
limited.

      
         

        
          
            
            

          

          
            -5-

            
              

            

          

          
            
            

          

           

        

      

      MISCELLANEOUS.  This
Agreement shall be binding upon the Borrower/RSC Guarantor and the Borrower/RSC
Guarantor's successors and assigns and shall inure to the benefit of the Agent
and the Banks, their respective endorsers, successors and assigns
forever.  If any provision of this Agreement shall for any reason be
held to be invalid or unenforceable, such invalidity or unenforceability shall
not affect any other provision hereof, but this Agreement shall be construed as
if such invalid or unenforceable provision had never been contained
herein.  All matters arising hereunder shall be governed by the Laws
of the State of New York without regard to the conflicts of laws thereof, and
the parties hereto agree 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 in connection
herewith.

       

      WAIVER OF TRIAL BY
JURY.  THE UNDERSIGNED HEREBY EXPRESSLY, KNOWINGLY AND
VOLUNTARILY WAIVES ALL BENEFIT AND ADVANTAGE OF ANY RIGHT TO A TRIAL BY JURY,
AND IT WILL NOT AT ANY TIME INSIST UPON, OR PLEAD OR IN ANY MANNER WHATSOEVER
CLAIM OR TAKE THE BENEFIT OR ADVANTAGE OF A TRIAL BY JURY IN ANY ACTION ARISING
IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS.

       

      [INTENTIONALLY
LEFT BLANK]

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      



      IN
WITNESS WHEREOF, the undersigned, intending to be legally bound, has executed
and delivered this Agreement on the day and year first above
written.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            WITNESS:

                                          	 	
                                            Papa
      John's International, Inc.

                                          
	 
      	 	 
      	 
      
	 
      	 	
                                            By:

                                          	 
      	
                                            (SEAL)

                                          
	 
      	 	
                                            Name:

                                          	 
      
	 
      	 	
                                            Title:

                                          	 
      
	 
      	 	 
      	 
      
	 
      	 	
                                            Address:

                                          	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      
	 
      	 	 
      	 
      


                                  

                                   

                                  
                                    
                                      
                                      

                                    

                                    
                                      
                                      

                                      
                                        

                                      

                                    

                                    
                                      
                                      

                                    

                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    EXHIBIT
1.1(I)

     

    FORM
OF

    INTERCOMPANY SUBORDINATION
AGREEMENT

     

    THIS
INTERCOMPANY SUBORDINATION AGREEMENT (the "Agreement") is dated the 2nd day of
September, 2010 and is made by and among the entities listed on the signature
page hereto (or subsequently joining this Agreement) (each being individually
referred to herein as a "Company" and collectively as the
"Companies").

     

    WITNESSETH
THAT:

     

    WHEREAS,
each capitalized term used herein shall, unless otherwise defined herein, have
the meaning specified in the Credit Agreement, dated the 2nd day of
September, 2010 (as it may be hereafter amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among Papa
John's International, Inc., a Delaware corporation (the "Borrower"), the
Guarantors party thereto, RSC Insurance Services Ltd., a Bermuda company, the
Banks party thereto (the "Banks") and PNC Bank, National Association, as
administrative agent (the "Agent") for the Banks; and

     

    WHEREAS,
pursuant to the Credit Agreement and the other Loan Documents, the Banks intend
to make Loans to the Borrower; and

     

    WHEREAS,
the Companies are or may become indebted to each other (the Indebtedness of each
of the Companies to any other Company, now existing or hereafter incurred
(whether created directly or acquired by assignment or otherwise), and interest
and premiums, if any, thereon and other amounts payable in respect thereof are
hereinafter collectively referred to as the "Intercompany Indebtedness");
and

     

    WHEREAS,
the obligations of the Banks to maintain the Commitments and make Loans to the
Borrower from time to time are subject to the condition, among others, that the
Companies subordinate the Intercompany Indebtedness to the Indebtedness and all
other Obligations of the Borrower or any other Company to the Agent or the Banks
or any Affiliate of any Bank pursuant to the Credit Agreement or the other Loan
Documents (collectively, the "Senior Debt") in the manner set forth
herein.

     

    NOW,
THEREFORE, intending to be legally bound hereby, the parties hereto covenant and
agree as follows:

     

    1.           Intercompany Indebtedness
Subordinated to Senior Debt.  The recitals set forth above are
hereby incorporated by reference.  All Intercompany Indebtedness shall
be subordinate and subject in right of payment to the prior indefeasible payment
in full of all Senior Debt pursuant to the provisions contained
herein.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.           Payment Over of Proceeds
Upon Dissolution, Etc.  Upon any distribution of assets of any
Company in the event of (a) any insolvency or bankruptcy case or proceeding, or
any receivership, liquidation, reorganization or other similar case or
proceeding in connection therewith, relative to any such Company or to its
creditors, as such, or to its assets, or (b) any liquidation, dissolution or
other winding up of any such Company, whether voluntary or involuntary and
whether or not involving insolvency or bankruptcy, or (c) any assignment for the
benefit of creditors or any marshalling of assets and liabilities of any such
Company (a Company distributing assets as set forth herein being referred to in
such capacity as a "Distributing Company"), then and in any such event, the
Agent shall be entitled to receive, for the benefit of the Agent and the Banks
as their respective interests may appear, indefeasible payment in full of all
amounts due or to become due (whether or not an Event of Default has occurred
under the terms of the Loan Documents or the Senior Debt has been declared due
and payable prior to the date on which it would otherwise have become due and
payable) on or in respect of any and all Senior Debt before the holder of any
Intercompany Indebtedness owed by the Distributing Company is entitled to
receive any payment on account of the principal of or interest on such
Intercompany Indebtedness, and to that end, the Agent shall be entitled to
receive, for application to the payment of the Senior Debt, any payment or
distribution of any kind or character, whether in cash, property or securities,
which may be payable or deliverable in respect of the Intercompany Indebtedness
owed by the Distributing Company in any such case, proceeding, dissolution,
liquidation or other winding up event.

     

    If,
notwithstanding the foregoing provisions of this Section, a Company which is
owed Intercompany Indebtedness by a Distributing Company shall have received any
payment or distribution of assets from the Distributing Company of any kind or
character, whether in cash, property or securities, then and in such event such
payment or distribution shall be held in trust for the benefit of the Agent and
the Banks as their respective interests may appear, shall be segregated from
other funds and property held by such Company, and shall be forthwith paid over
to the Agent in the same form as so received (with any necessary endorsement) to
be applied (in the case of cash) to or held as collateral (in the case of
noncash property or securities) for the payment or prepayment of the Senior Debt
in accordance with the terms of the Credit Agreement.

     

    3.           No Commencement of Any
Proceeding.  Each Company agrees that, so long as the Senior
Debt shall remain unpaid, it will not commence, or join with any creditor other
than the Banks and the Agent in commencing any proceeding referred to in the
first paragraph of Section 2 against any other Company which owes it any
Intercompany Indebtedness.

     

    4.           Prior Payment of Senior Debt
Upon Acceleration of Intercompany Indebtedness.  If any portion
of the Intercompany Indebtedness owed by any Company becomes or is declared due
and payable before its stated maturity, then and in such event the Agent and the
Banks shall be entitled to receive indefeasible payment in full of all amounts
due and to become due on or in respect of the Senior Debt (whether or not an
Event of Default has occurred under the terms of the Loan Documents or the
Senior Debt has been declared due and payable prior to the date on which it
would otherwise have become due and payable) before the holder of any such
Intercompany Indebtedness is entitled to receive any payment
thereon.

     

    If,
notwithstanding the foregoing, any Company shall make any payment of
Intercompany Indebtedness prohibited by the foregoing provisions of this
Section, such payment shall be paid over and delivered forthwith to the Agent,
for the benefit of the Agent and the Banks as their respective interests may
appear.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    The
provisions of this Section shall not apply to any payment with respect to which
Section 2 hereof would be applicable.

     

    5.           No Payment When Senior Debt
in Default.  If any Event of Default shall have occurred and be
continuing, or such an Event of Default or Potential Default would result from
or exist after giving effect to a payment with respect to any portion of the
Intercompany Indebtedness, unless the Required Banks shall have consented to or
waived the same, so long as any of the Senior Debt shall remain outstanding, no
payment shall be made by any Company owing such Intercompany Indebtedness on
account of principal or interest on any portion of the Intercompany
Indebtedness.

     

    If,
notwithstanding the foregoing, any Company shall make any payment of the
Intercompany Indebtedness to another Company prohibited by the foregoing
provisions of this Section, such payment shall be paid over and delivered
forthwith to the Agent, for the benefit of the Agent and the Banks as their
respective interests may appear.

     

    The
provisions of this Section shall not apply to any payment with respect to which
Section 2 hereof would be applicable.

     

    6.           Payment Permitted if No
Default.  Nothing contained in this Agreement shall prevent any
of the Companies, at any time except during the pendency of any of the
conditions described in Sections 2, 4 and 5, from making payments at any time of
principal of or interest on any portion of the Intercompany Indebtedness, or the
retention thereof by any of the Companies of any money deposited with them for
the payment of or on account of the principal of or interest on the Intercompany
Indebtedness.

     

    7.           Rights of
Subrogation.  Each Company agrees that no payment or
distribution to the Agent or the Banks pursuant to the provisions of this
Agreement shall entitle it to exercise any rights of subrogation in respect
thereof until the Senior Debt shall have been indefeasibly paid in full and the
Commitments shall have terminated.

     

    8.           Instruments Evidencing
Intercompany Indebtedness.  Each Company shall cause each
instrument which now or hereafter evidences all or a portion of the Intercompany
Indebtedness to be conspicuously marked as follows:

     

    "This
instrument is subject to the terms of an Intercompany Subordination Agreement
dated September __, 2010, in favor of PNC Bank, National Association, as
administrative agent for the Banks referred to therein, which Intercompany
Subordination Agreement is incorporated herein by
reference.  Notwithstanding any contrary statement contained in the
within instrument, no payment on account of the principal thereof or interest
thereon shall become due or payable except in accordance with the express terms
of said Intercompany Subordination Agreement."

     

    Each
Company will further mark its books of account in such a manner as shall be
effective to give proper notice to the effect of this Agreement.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    



    9.           Agreement Solely to Define
Relative Rights.  The purpose of this Agreement is solely to
define the relative rights of the Companies, on the one hand, and the Agent and
the Banks, on the other hand.  Nothing contained in this Agreement is
intended to or shall impair, as between any of the Companies and their creditors
other than the Agent and the Banks, the obligation of the Companies to each
other to pay the principal of and interest on the Intercompany Indebtedness as
and when the same shall become due and payable in accordance with its terms, or
is intended to or shall affect the relative rights among the Companies and their
creditors other than the Agent and the Banks, nor shall anything herein prevent
any of the Companies from exercising all remedies otherwise permitted by
applicable Law upon default under any agreement pursuant to which the
Intercompany Indebtedness is created, subject to the rights, if any, under this
Agreement of the Agent and the Banks to receive cash, property or securities
otherwise payable or deliverable with respect to the Intercompany
Indebtedness.

     

    10.         No Implied Waivers of
Subordination.  No right of the Agent or any Bank to enforce
subordination, as herein provided, shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of any Company or by any act
or failure to act by the Agent or any Bank, or by any non-compliance by any
Company with the terms, provisions and covenants of any agreement pursuant to
which the Intercompany Indebtedness is created, regardless of any knowledge
thereof the Agent or any Bank may have or be otherwise charged
with.  Each Company by its acceptance hereof shall agree that, so long
as there is Senior Debt outstanding or Commitments in effect under the Credit
Agreement, such Company shall not agree to sell, assign, pledge, encumber or
otherwise dispose of, or to compromise, the obligations of the other Companies
with respect to their Intercompany Indebtedness, other than by means of payment
of such Intercompany Indebtedness according to its terms, without the prior
written consent of the Agent.

     

    Without
in any way limiting the generality of the foregoing paragraph, the Agent or any
of the Banks may, at any time and from time to time, without the consent of or
notice to the Companies except the Borrower to the extent provided in the Credit
Agreement, without incurring responsibility to the Companies and without
impairing or releasing the subordination provided in this Agreement or the
obligations hereunder of the Companies to the Agent and the Banks, do any one or
more of the following: (i) change the manner, place or terms of payment, or
extend the time of payment, renew or alter the Senior Debt or otherwise amend or
supplement the Senior Debt or the Loan Documents; (ii) sell, exchange, release
or otherwise deal with any property pledged, mortgaged or otherwise securing the
Senior Debt; (iii) release any Person liable in any manner for the payment or
collection of the Senior Debt; and (iv) exercise or refrain from exercising any
rights against any of the Companies and any other Person.

     

    11.         Additional
Subsidiaries.  The Companies covenant and agree that they shall
cause any Subsidiaries required to join this Agreement pursuant to or otherwise
under the Credit Agreement, to execute a Joinder in the form of Exhibit 1.1(G)(1) to
the Credit Agreement, whereby such Subsidiary joins this Agreement and
subordinates all Indebtedness owed to any such Subsidiary by any of the
Companies or other Subsidiaries hereafter created or acquired to the Senior
Debt.

     

    12.         Continuing Force and
Effect.  This Agreement shall continue in force for so long as
any portion of the Senior Debt remains unpaid and any Commitments under the
Credit Agreement remain outstanding, it being contemplated that this Agreement
be of a continuing nature.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    



    13.         Modification, Amendments or
Waivers.  Any and all agreements amending or changing any
provision of this Agreement or the rights of the Agent or the Banks hereunder,
and any and all waivers or consents to Events of Default or other departures
from the due performance of the Companies hereunder, shall be made only by
written agreement, waiver or consent signed by the Agent, acting on behalf of
all the Banks, with the written consent of the Required Banks, any such
agreement, waiver or consent made with such written consent being effective to
bind all the Banks.

     

    14.         Expenses.  The
Companies unconditionally and jointly and severally agree upon demand to pay to
the Agent and the Banks the amount of any and all reasonable and necessary
out-of-pocket costs, expenses and disbursements for which reimbursement is
customarily obtained, including fees and expenses of counsel, which the Agent or
any of the Banks may incur in connection with (a) the administration of this
Agreement, (b) the exercise or enforcement of any of the rights of the Agent or
the Banks hereunder, or (c) the failure by the Companies to perform or observe
any of the provisions hereof.

     

    15.         Severability.  The
provisions of this Agreement are intended to be severable.  If any
provision of this Agreement shall be held invalid or unenforceable in whole or
in part in any jurisdiction, such provision shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other
jurisdiction or the remaining provisions hereof in any
jurisdiction.

     

    16.         Governing
Law.  This Agreement shall be a contract under the internal
Laws of the State of New York and for all purposes shall be construed in
accordance with the internal Laws of the State of New York without giving effect
to its principles of conflict of Laws.

     

    17.         Successors and
Assigns.  This Agreement shall inure to the benefit of the
Agent and the Banks and their respective successors and assigns, as permitted in
the Credit Agreement, and the obligations of the Companies shall be binding upon
their respective successors and assigns.  The duties and obligations
of the Companies may not be delegated or transferred by the Companies without
the written consent of the Required Banks and any such delegation or transfer
without such consent shall be null and void.  Except to the extent
otherwise required by the context of this Agreement, the word "Banks" when used
herein shall include, without limitation, any holder of a Note or an assignment
of rights therein originally issued to a Bank under the Credit Agreement, and
each such holder of a Note or assignment shall have the benefits of this
Agreement to the same extent as if such holder had originally been a Bank under
the Credit Agreement.

     

    18.         Counterparts.  This
Agreement may be executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which, when executed and
delivered, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    



    19.         Attorneys-in-Fact.  Each
of the Companies hereby authorizes and empowers the Agent, at its election and
in the name of either itself, for the benefit of the Agent and the Banks as
their respective interests may appear, or in the name of each such Company as is
owed Intercompany Indebtedness, to execute and file proofs and documents and
take any other action the Agent may deem advisable to completely protect the
Agent's and the Banks' interests in the Intercompany Indebtedness and their
right of enforcement thereof, and to that end each of the Companies hereby
irrevocably makes, constitutes and appoints the Agent, its officers, employees
and agents, or any of them, with full power of substitution, as the true and
lawful attorney-in-fact and agent of such Company, and with full power for such
Company, and in the name, place and stead of such Company for the purpose of
carrying out the provisions of this Agreement, and taking any action and
executing, delivering, filing and recording any instruments which the Agent may
deem necessary or advisable to accomplish the purposes hereof, which power of
attorney, being given for security, is coupled with an interest and is
irrevocable.  Each Company hereby ratifies and confirms, and agrees to
ratify and confirm, all action taken by the Agent, its officers, employees or
agents pursuant to the foregoing power of attorney.

     

    20.         Application of
Payments.  In the event any payments are received by the Agent
under the terms of this Agreement for application to the Senior Debt at any time
when the Senior Debt has not been declared due and payable and prior to the date
on which it would otherwise become due and payable, such payment shall
constitute a voluntary prepayment of the Senior Debt for all purposes under the
Credit Agreement.

     

    21.         Remedies.  In
the event of a breach by any of the Companies in the performance of any of the
terms of this Agreement, the Agent, on behalf of the Banks, may demand specific
performance of this Agreement and seek injunctive relief and may exercise any
other remedy available at law or in equity, it being recognized that the
remedies of the Agent on behalf of the Banks at law may not fully compensate the
Agent on behalf of the Banks for the damages they may suffer in the event of a
breach hereof.

     

    22.         Consent to Jurisdiction,
Waiver of Jury Trial.  Each of the Companies hereby irrevocably
consents to the non-exclusive jurisdiction of the Supreme Court of New York
County and the United States District Court for the Southern District of New
York, waives personal service of any and all process upon it and consents that
all such service of process be made by certified or registered mail directed to
the Companies at the addresses referred to in Section 23 hereof and service so
made shall be deemed to be completed upon actual receipt
thereof.  Each of the Companies waives any objection to jurisdiction
and venue of any action instituted against it as provided herein and agrees not
to assert any defense based on lack of jurisdiction or venue, AND EACH OF THE COMPANIES WAIVES
TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT TO THE
FULL EXTENT PERMITTED BY LAW.

     

    23.         Notices.  All
notices, statements, requests and demands and other communications given to or
made upon the Companies, the Agent or the Banks in accordance with the
provisions of this Agreement shall be given or made as provided in Section 10.6
[Notices] of the Credit Agreement.

     

    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    



    WITNESS
the due execution hereof as of the day and year first above
written.

     

    
      
        	
                BORROWER:

              	 
      	
                PAPA
      JOHN'S INTERNATIONAL, INC.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	
                GUARANTORS:

              	 
      	
                PAPA
      JOHN'S USA, INC.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                PREFERRED
      MARKETING SOLUTIONS,

                INC.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                CAPITAL
      DELIVERY, LTD.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                RISK
      SERVICES CORP.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      
        	 
      	 
      	
                PJ
      FOOD SERVICE, INC.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                TRANS
      PAPA LOGISTICS, INC.

              
	 
      	 
      	 
      	 
      
	
                WITNESS:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Title:

              	 
      


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
1.1(R)


     

    FORM
OF

    REVOLVING CREDIT
NOTE

     

    
      	
              $_________________

            	
              Pittsburgh,
      Pennsylvania

            
	 
      	
              _______
      __, 201_

            


    

     

    FOR VALUE
RECEIVED, the undersigned, Papa John's International, Inc., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of
___________________________________ ("_________________"), the lesser of (i) the
principal sum of ________________________________________ and 00/100 US Dollars
(US $_________________.00), or (ii) the Dollar Equivalent amount of the
aggregate unpaid principal balance of all Revolving Credit Loans made by
__________________ to the Borrower pursuant to Section 2.1.1 of the Credit
Agreement dated the 2nd day of
September, 2010 (as amended, restated, modified or supplemented from time to
time, the "Credit Agreement") by and among the Borrower, the Guarantors party
thereto, RSC Insurance Services Ltd., a Bermuda company, the Banks party
thereto, and PNC Bank, National Association, as administrative agent for the
Banks (the "Agent"), payable on the Expiration Date.  All capitalized
terms used herein shall, unless otherwise defined herein, have the same meanings
given to such terms in the Credit Agreement.

     

    The
Borrower shall pay interest on the unpaid principal balance hereof from time to
time outstanding from the date hereof at the rate per annum specified by the
Borrower pursuant to Section 3.1 [Interest Rate Options] of, or as otherwise
provided in, the Credit Agreement.

     

    Upon the
occurrence of an Event of Default, the Borrower shall pay interest on the entire
principal amount of the then outstanding Revolving Credit Loans evidenced by
this Revolving Credit Note at a rate per annum specified by Section 3.3
[Interest After Default] of, or as otherwise provided in, the Credit
Agreement.  Such interest rate will accrue before and after any
judgment has been entered.

     

    Subject
to the provisions of the Credit Agreement, interest on this Revolving Credit
Note will be payable on the dates set forth in Section 4.3 [Interest Payment
Dates] of the Credit Agreement and on the Expiration Date.

     

    Subject
to the provisions of the Credit Agreement, if any payment or action to be made
or taken hereunder shall be stated to be or become due on a day which is not a
Business Day, such payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or
action.

     

    Subject
to the provisions of the Credit Agreement, payments of both principal and
interest shall be made without setoff, counterclaim or other deduction of any
nature at the office of the Agent located at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222, in lawful money of the United States of America
or the applicable Optional Currency in immediately available funds.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    This
Revolving Credit Note is one of the Revolving Credit Notes referred to in, and
is entitled to the benefits of, the Credit Agreement and other Loan Documents,
including the representations, warranties, covenants and conditions contained or
granted therein.  The Credit Agreement among other things contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.

     

    The
Borrower waives presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Revolving Credit Note.

     

    This
Revolving Credit Note shall bind the Borrower and its successors and assigns,
and the benefits hereof shall inure to the benefit of the Agent and the Banks
and their respective successors and assigns.  All references herein to
the "Borrower", "Agent" and the "Banks" shall be deemed to apply to the
Borrower, the Agent and the Banks, respectively, and their respective successors
and assigns.

     

    This
Revolving Credit Note and any other documents delivered in connection herewith
and the rights and obligations of the parties hereto and thereto shall for all
purposes be governed by and construed and enforced in accordance with the
internal Laws of the State of New York without giving effect to its conflicts of
law principles.

     

    ___________________
may at any time pledge all or a portion of its rights under the Loan Documents
including any portion of this Revolving Credit Note to any of the twelve (12)
Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12
U.S.C. § 341.  No such pledge or enforcement thereof shall release
______________ from its obligations under any of the Loan
Documents.

     

    [INTENTIONALLY
LEFT BLANK]


     

    
       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      




    IN
WITNESS WHEREOF, the undersigned has executed this Revolving Credit Note by its
duly authorized officer with the intention that it constitute a sealed
instrument.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  WITNESS:

                                	 
      	
                                  Papa
      John's International, Inc.

                                
	 	 	 	 	 
	 
      	 
      	
                                  By:

                                	 
      	
                                   (Seal)

                                
	 
      	 
      	
                                  Name:

                                	  
	 
      	 
      	
                                  Title:

                                	 
  


                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
1.1(S)

     

    FORM
OF

    SWING
NOTE

     

    
      	
              $15,000,000.00

            	
              Pittsburgh, Pennsylvania

            
	 
      	
              September
      2, 2010

            


    

    


    FOR VALUE
RECEIVED, the undersigned, Papa John's International, Inc., a Delaware
corporation (the "Borrower"), hereby promises to pay to the order of PNC Bank,
National Association ("PNC") the lesser of (i) the principal sum of Fifteen
Million and 00/100 Dollars ($15,000,000.00), or (ii) the aggregate unpaid
principal balance of all Swing Loans made by the Bank to the Borrower pursuant
to Section 2.1.2 [Swing Loans] of the Credit Agreement dated of even date
herewith (as may be amended, restated, modified or supplemented from time to
time, the "Credit Agreement"), by and among the Borrower, the Guarantors party
thereto, RSC Insurance Services Ltd., a Bermuda company, the Banks party thereto
and PNC Bank, National Association, as administrative agent for the Banks (the
"Agent").  All capitalized terms used herein shall, unless otherwise
defined herein, have the same meanings given to such terms in the Credit
Agreement.

     

    The
Borrower shall pay interest on the unpaid principal balance hereof from time to
time outstanding from the date hereof at the rate per annum specified by the
Borrower pursuant to Section 3.1 [Interest Rate Options] of, or as otherwise
provided in, the Credit Agreement.

     

    Upon the
occurrence of an Event of Default, the Borrower shall pay interest on the entire
principal amount of the then outstanding Swing Loans evidenced by this Swing
Note at a rate per annum specified by Section 3.3 [Interest After Default] of,
or as otherwise provided in, the Credit Agreement.  Such interest rate
will accrue before and after any judgment has been entered.

     

    Subject
to the provisions of the Credit Agreement, interest on this Swing Note will be
payable on the dates set forth in Section 4.3 [Interest Payment Dates] of the
Credit Agreement and on the Expiration Date.

     

    Subject
to the provisions of the Credit Agreement, if any payment or action to be made
or taken hereunder shall be stated to be or become due on a day which is not a
Business Day, such payment or action shall be made or taken on the next
following Business Day and such extension of time shall be included in computing
interest or fees, if any, in connection with such payment or
action.

     

    Subject
to the provisions of the Credit Agreement, payments of both principal and
interest shall be made without setoff, counterclaim or other deduction of any
nature at the office of the Agent located at One PNC Plaza, 249 Fifth Avenue,
Pittsburgh, Pennsylvania 15222, in lawful money of the United States of America
in immediately available funds.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
Swing Note is the Swing Note referred to in, and is entitled to the benefits of,
the Credit Agreement and other Loan Documents, including the representations,
warranties, covenants and conditions contained or granted
therein.  The Credit Agreement, among other things, contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayment in certain circumstances, on account of
principal hereof prior to maturity upon the terms and conditions therein
specified.

     

    The
Borrower waives presentment, demand, notice, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default or
enforcement of this Swing Note.

     

    This
Swing Note shall bind the Borrower and its successors and assigns, and the
benefits hereof shall inure to the benefit of the Agent and the Banks and their
respective successors and assigns.  All references herein to the
"Borrower", "Agent" and the "Banks" shall be deemed to apply to the Borrower,
the Agent and the Banks, respectively, and their respective successors and
assigns.

     

    This
Swing Note and any other documents delivered in connection herewith and the
rights and obligations of the parties hereto and thereto shall for all purposes
be governed by, and construed and enforced in accordance with, the internal Laws
of the State of New York without giving effect to its conflicts of law
principles.

     

    PNC may
at any time pledge all or a portion of its rights under the Loan Documents
including any portion of this Swing Note to any of the twelve (12) Federal
Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. §
341.  No such pledge or enforcement thereof shall release PNC from its
obligations under any of the Loan Documents.

    


    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    IN
WITNESS WHEREOF, the undersigned has executed this Swing Note by its duly
authorized officer with the intention that it constitutes a sealed
instrument.

     

    
      
        
          
            
              
                
                  
                    	
                            WITNESS:

                          	 
      	
                            Papa
      John's International, Inc.

                          
	 	 	 
	 
      	 
      	
                            By:

                          	 
      	
                            (Seal)

                          
	 
      	 
      	
                            Name:

                          	 
      
	 
      	 
      	
                            Title:

                          	 
      


                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
2.4.1

     

    FORM
OF

    REVOLVING CREDIT LOAN
REQUEST

     

    
      
        	
                TO:

              	
                PNC
      Bank, National Association, as Administrative
  Agent

              


      

    

    
      Firstside
Center

    

    
      500 First
Avenue, 4th
Floor

    

    Pittsburgh,
Pennsylvania 15219

    
      Telephone
No.:  (412) 762-6442

    

    
      Telecopier
No.:  (412) 762-8672

    

    Attention:  Agency
Services

     

    
      	
              FROM:

            	
              Papa
      John's International, Inc., a Delaware corporation (the
      "Borrower")

            


    

     

    
      	
              RE:

            	
              Credit
      Agreement (as it may be amended, restated, modified or supplemented, the
      "Agreement"), dated the ___day of September, 2010, by and among the
      Borrower, the Guarantors (as defined in the Credit Agreement) party
      thereto, RSC Insurance Services Ltd., a Bermuda company, the Banks (as
      defined in the Credit Agreement) party thereto and PNC Bank, National
      Association, as administrative agent for the Banks (in such capacity, the
      "Agent").

            


    

     

    Capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to them by the Agreement.

     

    
      	
              A.

            	
              Pursuant
      to Section 2.4.1 [Revolving Credit Loan Requests] and 3.2 [Interest
      Periods] of the Agreement, the undersigned Borrower irrevocably requests
      [check one box under
      1(a) below and fill in blank space next to the box as
      appropriate]:

            


    

     

    
      	
               
      

            	
              1.(a)

            	
               ̈

            	
              New
      Revolving Credit Loans OR

            


    

     

    
      	
               
      

            	
               ̈

            	
              Renewal
      of the Euro-Rate Option applicable to an outstanding Revolving Credit
      Loan, originally made on _______________
OR

            


    

     

    
      	
               
      

            	
               ̈

            	
              Conversion
      of the Base Rate Option applicable to an outstanding Revolving Credit Loan
      originally made on ____________ to a Loan to which the Euro-Rate Option
      applies, OR

            


    

     

    
      	
               
      

            	
               ̈

            	
              Conversion
      of the Euro-Rate Option applicable to an outstanding Revolving Credit Loan
      originally made on _____________ to a Loan to which the Base Rate Option
      applies, OR

            


    

     

    
      	
               
      

            	
               ̈

            	
              New
      Revolving Credit Loans in an Optional Currency,
  OR

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               ̈

            	
              Renewal
      of the Euro-Rate Option applicable to an outstanding Revolving Credit Loan
      in an Optional Currency, originally made on _______________,
      OR

            


    

     

    
      	
               
      

            	
               ̈

            	
              Conversion
      of the Base Rate Option applicable to an outstanding Revolving Credit Loan
      originally made on ____________ to a Loan in an Optional Currency to which
      the Euro-Rate Option applies, OR

            


    

     

    
      SUCH NEW,
RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST:

    

     

    [Check
one box under 1(b) below and fill in blank spaces in line next to
box]:

     

    
      	
               
      

            	
              1.(b)(i)

            	
               ̈

            	
              Under
      the Base Rate Option.  Such Loan shall have a Borrowing Date of
      ___________________ (which date shall be (i) one (1) Business Day
      subsequent to the Business Day of receipt by the Agent by 10:00 a.m.
      Pittsburgh time of this Loan Request for making a new Revolving Credit
      Loan to which the Base Rate Option applies, or (ii) the last day of the
      preceding Euro-Rate Interest Period if a Loan to which the Euro-Rate
      Option applies is being converted to a Loan to which the Base Rate Option
      applies), OR

            


    

     

    
      	
               
      

            	
              (ii)

            	
               ̈

            	
              Under
      the Euro-Rate Option.  Such Loan shall have a Borrowing Date of
      ________________ (which date shall be (a) three (3) Business Days
      subsequent to the Business Day of receipt by the Agent by 10:00 a.m.
      Pittsburgh time of this Loan Request for making a new Revolving Credit
      Loan in Dollars to which the Euro-Rate Option applies, renewing a Loan in
      Dollars to which the Euro-Rate Option applies, or converting a Loan in
      Dollars to which the Base Rate Option applies to a Loan in Dollars to
      which the Euro-Rate Option applies, or (b) four (4) Business Days
      subsequent to the Business Day of receipt by the Agent by 10:00 a.m.,
      Pittsburgh time, of this Loan Request for making a new Revolving Credit
      Loan in an Optional Currency or renewing a Revolving Credit Loan in an
      Optional Currency).

            


    

     

    
      	
               
      

            	
              2.

            	
              Such
      Loan is in the principal amount of $____________________ or the principal
      amount to be renewed or converted in $____________________ [(a) for
      each Borrowing Tranche to which the Euro-Rate Option applies, not to be
      less than One Million and 00/100 Dollars ($1,000,000.00) and in increments
      of Five Hundred Thousand and 00/100 Dollars ($500,000.00) if in excess of
      One Million and 00/100 Dollars ($1,000,000.00); and (b) for each Borrowing
      Tranche to which the Base Rate Option applies, not to be less than the
      lesser of Five Hundred Thousand and 00/100 Dollars ($500,000.00) or the
      maximum amount available and in increments of One Hundred Thousand and
      00/100 Dollars ($100,000.00)].

            


    

     

    
      	
               
      

            	
              3.

            	
              [This paragraph A.3 applies if
      the Borrower is selecting a Revolving Credit Loan in an Optional
      Currency]:  Such Revolving Credit Loan shall be made in
      the following Optional
      Currency:  ______________________________.

            


    

    
       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      



    
      
        
          
            	  
       	
                    4.

                  	
                    [This
      paragraph A.4 applies if the Borrower is selecting the Euro-Rate
      Option]:  Such Loans shall have an Interest Period of one
      (1), two (2), three (3) or six (6) Months.1

                  


          

        

      

    

     

    
      	
              B.

            	
              As
      of the date hereof and the date of making of the above-requested Loans
      (and after giving effect thereto):  the Loan Parties have
      performed and complied in all material respects with all covenants and
      conditions of the Agreement; all of Loan Parties' representations and
      warranties therein are true and correct in all material respects (except
      representations and warranties which expressly relate solely to an earlier
      date or time, which representations and warranties were true and correct
      in all material respects on and as of the specific dates or times referred
      to therein); no Event of Default or Potential Default has occurred and is
      continuing or shall exist; and the making of any Revolving Credit Loan
      shall not cause the aggregate Dollar Equivalent amount of Revolving Credit
      Loans outstanding plus Swing Loans plus the Dollar Equivalent amount of
      Letters of Credit Outstanding to exceed the aggregate Revolving Credit
      Commitments.

            


    

     

    
      	
              C.

            	
              The
      undersigned hereby irrevocably requests [check one box below and fill in
      blank space next to the box as
appropriate]:

            


    

     

    
       ̈    
Funds to
be deposited into PNC bank account per our current standing
instructions.  Complete amount of deposit if not full loan advance
amount:  $______________, OR

    

     

    
       ̈    
Funds to
be wired per the following wire instructions:

    

     

    Amount of
Wire Transfer :  $                                                                             

    Bank
Name:                                                                                                         

    ABA:                                                                                                                   

    Account
Number:                                                                                               

    Account
Name:                                                                                                  

    Reference: _______________________________________________ ,
OR

     

    
      	
            	
               ̈

            	
              Funds
      to be wired per the attached Funds Flow (multiple wire
      transfers)

            


    

    


    [INTENTIONALLY
LEFT BLANK]

     

      
        

      

    

    1 Borrower may request a different
period that is twelve (12) Months or less, subject to the consent of all
Banks.

    
       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      



     

    The
undersigned certifies to the Agent and the Banks as to the accuracy of the
foregoing.

     

    Papa
John's International, Inc.

     

    Date:  _____________________,
201__                                    By:
_______________________________(Seal)

     

    Name:                                                                     
   

     

    Title:                                                                       
   

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
2.4.2

     

    FORM
OF

    SWING LOAN
REQUEST

     

    
      
        	
                TO:

              	
                PNC
      Bank, National Association, as Administrative
  Agent

              


      

    

    
      	
               
      

            	
              Firstside
      Center

            


    

    
      	
               
      

            	
              500
      First Avenue, 4th
      Floor

            


    

    
      	
               
      

            	
              Pittsburgh,
      Pennsylvania 15219

            


    

    
      	
               
      

            	
              Telephone
      No.:  (412) 762-6442

            


    

    
      	
               
      

            	
              Telecopier
      No.:  (412) 762-8672

            


    

    
      	
               
      

            	
              Attention:  Agency
      Services

            


    

     

    
      	
              FROM:

            	
              Papa
      John's International, Inc., a Delaware corporation (the
      "Borrower")

            


    

     

    
      
        	
                RE:

              	
                Credit
      Agreement (as it may be amended, restated, modified or supplemented, the
      "Agreement"), dated the ___ day of September, 2010, by and among the
      Borrower, the Guarantors (as defined in the Credit Agreement) party
      thereto, RSC Insurance Services Ltd., a Bermuda company, the Banks (as
      defined in the Credit Agreement) party thereto and PNC Bank, National
      Association, as administrative agent for the Banks (in such capacity, the
      "Agent").

              


      

    

     

    Capitalized
terms not otherwise defined herein shall have the respective meanings ascribed
to them by the Agreement.

     

    
      	
              A.

            	
              Pursuant
      to Section 2.4.2 [Swing Loan Requests] of the Agreement, the undersigned
      Borrower irrevocably requests:

            


    

     

    
      	
               
      

            	
              1.

            	
              New
      Swing Loans.  Such Loan shall have a Borrowing Date of
      ___________________ (which date shall be the Business Day of receipt by
      the Agent by 10:00 a.m. Pittsburgh time of this Swing Loan Request for
      making a new Swing Loan.

            


    

     

    
      	
               
      

            	
              2.

            	
              Such
      Loan is in the principal amount of US $____________________ [for each
      Borrowing Tranche, not to be less than the lesser of One Hundred Thousand
      and 00/100 Dollars ($100,000.00) or the maximum amount available and in
      increments of One Hundred Thousand and 00/100 Dollars
      ($100,000.00)].

            


    

     

    
      	
              B.

            	
              As
      of the date hereof and the date of making of the above-requested Swing
      Loans (and after giving effect thereto):  the Loan Parties have
      performed and complied with all covenants and conditions of the Agreement;
      all of Loan Parties' representations and warranties therein are true and
      correct in all material respects (except representations and warranties
      which expressly relate solely to an earlier date or time, which
      representations and warranties were true and correct in all material
      respects on and as of the specific dates or times referred to therein); no
      Event of Default or Potential Default has occurred and is continuing or
      shall exist.

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    
      	
              C.

            	
              The
      undersigned hereby irrevocably requests [check one box below and fill in
      blank space next to the box as
appropriate]:

            


    

     

    
      
        o          
Funds to
be deposited into PNC bank account per our current standing
instructions.  Complete amount of deposit if not full loan advance
amount:  $______________, OR

      

    

     

    
      
        	 	
                o

              	
                Funds
      to be wired per the following wire
instructions:

              


      

    

     

    Amount of
Wire Transfer :  $                                                        


    Bank
Name:                                                                                    


    ABA:                                                                                               


    Account
Number:                                                                           


    Account
Name:                                                                               


    Reference: ,                                                                                 OR

     

    
      	 	
              o

            	
              Funds
      to be wired per the attached Funds Flow (multiple wire
      transfers)

            


    

    


    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    



    The
undersigned certifies to the Agent and the Banks as to the accuracy of the
foregoing.

     

    
      
        
          
            
              	 
      	
                      Papa
      John's International, Inc.

                    
	 	 
	
                      Date:  _____________________,
      201__

                    	
                      By:

                    	
                        

                    	
                      (Seal)

                    
	 
      	
                      Name:

                    	
                        

                    	 
      
	 
      	
                      Title:

                    	
                        

                    	 
      


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
7.3.3

     

    FORM
OF

    COMPLIANCE
CERTIFICATE

     

    [For the
Fiscal Year Ended ________, 201_]

     

    Or

     

    [For the
Fiscal Quarter Ended _______, 201_]

    


    PNC Bank,
National Association, as Agent

    101 South
Fifth Street

    Louisville,
Kentucky 40202

    


    Ladies
and Gentlemen:

    


    We refer
to the Credit Agreement, dated the 2nd day of
September, 2010 (the "Credit Agreement"), by and among Papa John's
International, Inc., a Delaware corporation (the "Borrower"), the Guarantors
party thereto, RSC Insurance Services Ltd., a Bermuda company, the Banks party
thereto and PNC Bank, National Association, in its capacity as administrative
agent for the Banks (the "Agent").  Unless otherwise defined herein,
terms defined in the Credit Agreement are used herein with the same
meanings.

     

    I, the
_________________________, [Chief Executive Officer/President/Chief Financial
Officer/Vice President of Accounting and Treasury/Vice President of
International Finance and Development] of the Borrower, do hereby certify on
behalf of the Borrower as of the [quarter/year ended [_________ ____,] 201[_]
(the "Report Date"), as follows:

     

    
      	
              1.

            	
              CHECK
      ONE:

            


    

     

    
      	
               
      

            	
              o

            	
              The
      audited annual financial statements of the Borrower being delivered to the
      Agent with this Compliance Certificate (a) present fairly the financial
      position of the Borrower and its Subsidiaries and their results of
      operations and cash flows for the fiscal year set forth above determined
      and consolidated for the Borrower and its Subsidiaries in accordance with
      GAAP consistently applied and (b) comply with the reporting requirements
      for such financial statements as set forth in Section 7.3.2
      [Annual Financial Statements] of the Credit
  Agreement.

            


    

    


    
      	
               
      

            	
              OR

            


    

    


    
      	
               
      

            	
              o

            	
              The
      quarterly financial statements of the Borrower being delivered to the
      Agent with this Compliance Certificate (a) present fairly the financial
      position of the Borrower and its Subsidiaries and their results of
      operations and cash flows for the fiscal quarter set forth above
      determined and consolidated for the Borrower and its Subsidiaries in
      accordance with GAAP consistently applied, subject to normal year-end
      audit adjustments (except that such statements do not contain all of the
      footnotes required by GAAP) and (b) comply with the reporting requirements
      for such financial statements as set forth in Section 7.3.1
      [Quarterly Financial Statements] of the Credit
  Agreement.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PNC Bank,
National Association, as Administrative Agent

    Page
2

    


    
      	
              2.

            	
              The
      representations and warranties of the Loan Parties contained in
      Section 5 of the Credit Agreement and in each of the other Loan
      Documents to which they are a party are true and accurate in all material
      respects on and as of the report date (except representations and
      warranties which expressly relate solely to an earlier date or time, which
      representations and warranties are true and correct in all material
      respects on and as of the specific dates or times referred to
      therein).  The Loan Parties are in compliance with, and since
      the date of the previously delivered Compliance Certificate have performed
      and complied with, in all material respects, all covenants and conditions
      contained in the Credit Agreement.

            


    

     

    
      	
              3.

            	
              In
      accordance with Section 5.2 [Updates to Schedules], attached hereto as
      Exhibit A
      are updates to the Schedules to the Credit Agreement, if applicable (the
      "Updated Schedules").  Notwithstanding the foregoing, the
      Borrower hereby acknowledges and agrees that no schedule shall be deemed
      to have been amended, modified or superseded by the Updated Schedules, nor
      shall any breach of warranty or representation resulting from the
      inaccuracy or incompleteness of any such Schedule be deemed to have been
      cured by the Updated Schedules, unless and until the Required Banks, in
      their sole and absolute discretion, shall have accepted in writing the
      Updated Schedules.

            


    

     

    
      	
              4.

            	
              No
      Event of Default or Potential Default exists on the Report Date; no Event
      of Default or Potential Default has occurred or is continuing since the
      date of the previously delivered Compliance Certificate; no Material
      Adverse Change has occurred since the date of the previously delivered
      Compliance Certificate; and no event has occurred or is continuing since
      the date of the previously delivered Compliance Certificate that may
      reasonably be expected to result in a Material Adverse
    Change.

            


    

     

    [NOTE:  If
any Event of Default, Potential Default, Material Adverse Change or event which
may reasonably be expected to result in a Material Adverse Change has occurred
or is continuing, set forth on an attached sheet the nature thereof and the
action which the Loan Parties have taken, are taking or propose to take with
respect thereto.]

    


    
      	
              5.

            	
              Maximum Leverage
      Ratio (Section 7.2.14).  The ratio of (a) the sum of (i)
      Consolidated Total Indebtedness (excluding Indebtedness under the
      Jeffersontown IRB so long as such Indebtedness is owed to a Subsidiary of
      the Borrower), to (b) Consolidated EBITDA is _____ to 1.0 for the four (4)
      fiscal quarters of the Borrower ending as of the Report Date, which is not
      greater than the permitted ratio of 2.50 to 1.00 for the relevant
      period.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PNC Bank,
National Association, as Administrative Agent

    Page
3

    


    
      	
               
      

            	
               (A)

            	
              Consolidated
      Total Indebtedness (excluding (i) Indebtedness under the Jeffersontown IRB
      so long as such Indebtedness is owed to a Subsidiary of the Borrower and
      (ii) the Excluded VIE's) for the four (4) fiscal quarters ending as of the
      Report Date equals $________, the numerator of the Leverage
      Ratio.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Consolidated
      EBITDA (excluding the Excluded VIE's) for the four (4) fiscal quarters
      ending as of the Report Date equals $________, and is computed as
      follows:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  (i)

                                	
                                  net
      income

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (ii)

                                	
                                  depreciation

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (iii)

                                	
                                  amortization

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (iv)

                                	
                                  other
      non-cash charges to net income

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (v)

                                	
                                  Consolidated
      Interest Expense

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (vi)

                                	
                                  income
      tax expense

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (vii)

                                	
                                  sum
      of items 5(B)(i) through 5(B)(vi)

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (viii)

                                	
                                  non-cash
      credits to net income

                                	 	
                                  $_______

                                
	 	 	 	 
	
                                  (ix)

                                	
                                  item
      5(B)(vii) less item 5(B)(viii) equals Consolidated EBITDA, the denominator
      of the Leverage Ratio

                                	 	
                                  $_______

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                 
      

              	
                (C)

              	
                The ratio of item
      5(A) to item 5(B)(ix) equals the Leverage Ratio. ____
      to 1.0

              


      

    

     

    
      	
              6.

            	
              Minimum Interest
      Coverage Ratio (Section 7.2.15).  The ratio of (a) the
      sum of (i) Consolidated EBITDA and (ii) Consolidated Rental Expense
      to (b) the sum of (i) Consolidated Interest Expense and (ii) Consolidated
      Rental Expense is _____ to 1.0 for the four (4) fiscal quarters of the
      Borrower ending as of the Report Date, which is not less than the
      permitted ratio of 3.50 to 1.00 for the relevant
  period:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Consolidated
      EBITDA (excluding the Excluded VIE's) (from item 5(B)(ix) above) for the
      four (4) most recently completed fiscal quarters equals
      $_____________.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Consolidated
      Rental Expense (excluding the Excluded VIE's) for the four (4) most
      recently completed fiscal quarters equals
  $______________.

            


    

     

    
      	
               
      

            	
              (C)

            	
              The
      sum of item 6(A) plus item 6(B) equals $_________, the numerator of the
      Interest Coverage Ratio.

            


    

     

    
      	
               
      

            	
              (D)

            	
              Consolidated
      Interest Expense (excluding the Excluded VIE's) for the four (4) most
      recently completed fiscal quarters equals
  $______________.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    PNC Bank,
National Association, as Administrative Agent

    Page
4

     

    
      	
               
      

            	
              (E)

            	
              The
      sum of item 6(B) plus item 6(D) equals $_________, the denominator of the
      Interest Coverage Ratio.

            


    

     

    
      
        	
                 
      

              	
                (F)

              	
                The ratio of item
      6(C) to item 6(E) equals the Interest Coverage Ratio. ____
      to 1.0

              


      

    

    


    
      	
              7.

            	
              Other
      Covenants.

            


    

     

    
      	
               
      

            	
              (A)

            	
              7.2.1.  Indebtedness.

            


    

     

    
      	
               
      

            	
              (i)

            	
              7.2.1.(iii)  Indebtedness
      in the form of capitalized leases or secured by Purchase Money Security
      Interests

            


    

     

    
      
        
          
            
              
                	
                        Requirement

                      	 
      	
                        Actual

                      
	
                        Not
      Greater than $25,000,000

                      	 
      	 
      
	 
      	 
      	 
      
	
                        (in
      the aggregate at any time)

                      	
                          

                      	 
      


              

            

          

        

      

    

    


    
      	
               
      

            	
              (ii)

            	
              7.2.1.(vi)  Indebtedness
      arising from Hedge Agreements consisting of bona fide hedging contracts
      intended to protect against material fluctuations in the cost of energy,
      milk and other commodities used in the ordinary course of the Borrower's
      business

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $15,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

    


    
      	 	
              (iii)

            	
              7.2.1.(vii)(c)  Contingent
      liabilities arising out of Guaranties by any Loan Party or any Subsidiary
      of a Loan Party for all Loan Parties and Subsidiaries of Loan
      Parties

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $25,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PNC Bank,
National Association, as Administrative Agent

    Page
5

    


    
      	 	
              (iv)

            	
              7.2.1.(vii)(d)  Contingent
      liabilities arising out of reimbursement obligations (including any
      Guaranty thereof) with respect to any portion of the RSC Letter of Credit
      that has not been drawn against

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $18,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

    


    
      	
               
      

            	
              (B)

            	
              7.2.4.  Loans and
      Investments.

            


    

     

    
      	
               
      

            	
              (i)

            	
              7.2.4.(v)  Loans,
      advances and investments in or to Foreign Subsidiaries and foreign joint
      ventures for all such Foreign Subsidiaries and foreign joint
      ventures

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $60,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

    


    
      	
               
      

            	
              (ii)

            	
              7.2.4.(vi)  Loans,
      advances and investments in or to franchisees of any Loan Party, the Papa
      John's Marketing Fund and BIBP (including all amounts as of the Closing
      Date as set forth on Schedule
      1.1(P)(1) to the Credit Agreement) for all such
    parties

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $85,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

    


    
      	 	
              (iii)

            	
              7.2.4.(vii)  Loans,
      advances and investments in or to domestic joint ventures (including, but
      not limited to, CLL and SPL) (including all amounts as of the Closing Date
      as set forth on Schedule
      1.1(P)(1) to the Credit Agreement) for all such domestic joint
      ventures

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $30,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PNC Bank,
National Association, as Administrative Agent

    Page
6

    


    
      	 	
              (iv)

            	
              7.2.4.(ix)  Investments
      consisting of notes payable to any Loan Party or any 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) of the Credit
      Agreement, for all such investments

            


    

     

    
      
        
          	
                  Requirement

                	 
      	
                  Actual

                
	
                  Not
      Greater than $15,000,000

                	 
      	 
      
	 
      	 
      	 
      
	
                   (in
      the aggregate at any time)

                	
                    

                	 
      


        

      

    

    


    
      	
               
      

            	
              (v)

            	
              7.2.4.(x)  Loans,
      advances and investments (including, but not limited to, the RSC/Borrower
      Letter of Credit) in or to RSC

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                Not
      Greater than $18,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (in
      the aggregate at any time)

              	
                  

              	 
      


      

    

    


    
      	
               
      

            	
              (C)

            	
              7.2.7.  Dispositions of Assets
      or Subsidiaries.

            


    

     

    
      	
               
      

            	
              (i)

            	
              7.2.7.(v)(b)  Any
      sale, transfer or lease of properties or assets, provided that: (a) there
      shall not exist any Event of Default or Potential Default immediately
      prior to and after giving effect to such sale; and (b) the aggregate value
      of such assets sold, transferred or leased by the Loan Parties and their
      Subsidiaries during the term of this Agreement shall not
      exceed

            


    

     

    
      
        	
                Requirement

              	 
      	
                Actual

              
	
                $65,000,000

              	 
      	 
      
	 
      	 
      	 
      
	
                 (during the term of
      the Credit Agreement)

              	
                  

              	 
      


      

    

    


    [INTENTIONALLY
LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the undersigned has executed this Certificate this ____ day of
_______________, 201__.

    


    
      
        
          
            
              
                	
                        Papa
      John's International, Inc.

                      
	 
      	 
      
	
                        By:

                      	
                          

                      	
                        (Seal)

                      
	
                        Name:

                      	
                          

                      	 
      
	
                        Title: