STEAD IS INSERTED THE FOLLOWING:
"; AND".
4.
ARTICLE 7 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY INSERTING
THE FOLLOWING AS A NEW SECTION 7.2.1(X):
(x)
unsecured Indebtedness not otherwise covered by any of the
foregoing in an amount not to exceed Ten Million and 00/100 Dollars
($10,000,000.00) in the aggregate at any time outstanding.
5.
SECTION 7.2.4(VI) OF THE CREDIT AGREEMENT IS HEREBY DELETED IN
ITS ENTIRETY AND IN ITS STEAD IS INSERTING THE FOLLOWING:
(vi)
loans, advances and investments in or to franchisees of any Loan
Party, the Papa John's Marketing Fund and BIBP, in an aggregate amount
(including all amounts as of the Closing Date as set forth on Schedule
1.1(P)(1) attached hereto) at any time for all such parties of Seventy-Five
Million and 00/100 Dollars ($75,000,000.00);
6.
THE PROVISIONS OF SECTIONS 2 THROUGH 5 OF THIS SECOND AMENDMENT
SHALL NOT BECOME EFFECTIVE UNTIL THE ADMINISTRATIVE AGENT HAS RECEIVED THE
FOLLOWING, EACH IN FORM AND SUBSTANCE ACCEPTABLE TO THE ADMINISTRATIVE AGENT AND
ITS COUNSEL:
(a)
this Second Amendment, duly executed by the Borrower, the
Guarantors, the Banks, the Administrative Agent, the Syndication Agent and the
Co-Documentation Agents;
(b)
the documents listed in the Preliminary Closing Agenda set forth
on Exhibit A attached hereto and made a part hereof;
(c)
payment of all fees and expenses owed to the Administrative
Agent's counsel in connection with this Second Amendment; and
(d)
such other documents as may be reasonably requested by the
Administrative Agent.
7.
THE LOAN PARTIES AND RSC HEREBY RECONFIRM AND REAFFIRM ALL
REPRESENTATIONS AND WARRANTIES, AGREEMENTS AND COVENANTS MADE BY THEM PURSUANT
TO THE TERMS AND CONDITIONS OF THE CREDIT AGREEMENT, EXCEPT AS SUCH
REPRESENTATIONS AND WARRANTIES, AGREEMENTS AND COVENANTS MAY HAVE HERETOFORE
BEEN AMENDED, MODIFIED OR WAIVED IN WRITING IN ACCORDANCE WITH THE CREDIT
AGREEMENT.
8.
THE LOAN PARTIES AND RSC HEREBY REPRESENT AND WARRANT TO THE
ADMINISTRATIVE AGENT AND EACH OF THE BANKS THAT (I) THE LOAN PARTIES AND RSC
HAVE THE LEGAL POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS SECOND AMENDMENT;
(II) THE OFFICERS OF THE LOAN PARTIES AND RSC EXECUTING THIS SECOND AMENDMENT
HAVE BEEN DULY AUTHORIZED TO EXECUTE AND DELIVER THE SAME AND BIND SUCH LOAN
PARTIES AND RSC WITH RESPECT TO THE PROVISIONS HEREOF; (III) THE EXECUTION AND
DELIVERY HEREOF BY THE LOAN PARTIES AND RSC AND THE PERFORMANCE AND OBSERVANCE
BY THE LOAN PARTIES AND RSC OF THE PROVISIONS HEREOF, OF THE CREDIT AGREEMENT
AND OF ALL DOCUMENTS EXECUTED OR TO BE EXECUTED THEREWITH, DO NOT VIOLATE OR
CONFLICT WITH THE ORGANIZATIONAL DOCUMENTS OF THE LOAN PARTIES OR RSC OR ANY LAW
APPLICABLE TO THE LOAN PARTIES OR RSC OR RESULT IN A BREACH OF ANY PROVISION OF
OR CONSTITUTE A DEFAULT UNDER ANY OTHER AGREEMENT, INSTRUMENT OR DOCUMENT
BINDING UPON OR ENFORCEABLE AGAINST THE LOAN PARTIES OR RSC; AND (IV)
2
THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE DOCUMENTS EXECUTED OR TO BE
EXECUTED BY THE LOAN PARTIES AND RSC IN CONNECTION HEREWITH OR