)
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
31st day of January, 2006, 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 31st day
of January, 2006, 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)