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), six
(6) or twelve (12) Months.
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.
[INTENTIONALLY LEFT BLANK]
3
The undersigned certifies to the Agent and the Banks as to the accuracy of the
foregoing.
Papa John's International, Inc.
Date:
, 20
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) 762-7638
Telecopier No.:
(412) 762-8672
Attention:
Rini Davis
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 31st day of January, 2006, 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