THEREWITH
CONSTITUTE VALID AND BINDING OBLIGATIONS OF THE LOAN PARTIES AND RSC IN EVERY
RESPECT, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
9.
THE LOAN PARTIES AND RSC REPRESENT AND WARRANT TO THE
ADMINISTRATIVE AGENT AND EACH OF THE BANKS THAT (I) NO EVENT OF DEFAULT OR
POTENTIAL DEFAULT EXISTS UNDER THE CREDIT AGREEMENT, NOR WILL ANY OCCUR AS A
RESULT OF THE EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT OR THE PERFORMANCE
OR OBSERVANCE OF ANY PROVISION HEREOF, (II) THE SCHEDULES ATTACHED TO AND MADE A
PART OF THE CREDIT AGREEMENT ARE TRUE AND CORRECT AS OF THE DATE HEREOF AND
THERE ARE NO MODIFICATIONS OR SUPPLEMENTS THERETO, AND (III) THEY PRESENTLY HAVE
NO CLAIMS OR ACTIONS OF ANY KIND AT LAW OR IN EQUITY AGAINST THE BANKS, THE
ADMINISTRATIVE AGENT, THE SYNDICATION AGENT OR THE CO-DOCUMENTATION AGENTS
ARISING OUT OF OR IN ANY WAY RELATING TO THE CREDIT AGREEMENT OR THE OTHER LOAN
DOCUMENTS.
10.
EACH REFERENCE TO THE CREDIT AGREEMENT THAT IS MADE HEREIN, IN THE
CREDIT AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR TO BE EXECUTED IN
CONNECTION HEREWITH OR WITH THE CREDIT AGREEMENT SHALL HEREAFTER BE CONSTRUED AS
A REFERENCE TO THE CREDIT AGREEMENT AS AMENDED HEREBY.
11.
THE AGREEMENTS CONTAINED IN THIS SECOND AMENDMENT ARE LIMITED TO
THE SPECIFIC AGREEMENTS MADE HEREIN.
EXCEPT AS AMENDED HEREBY, ALL OF THE TERMS
AND CONDITIONS OF THE CREDIT AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT.
THIS SECOND AMENDMENT AMENDS THE CREDIT AGREEMENT AND IS NOT A NOVATION THEREOF.
12.
THIS SECOND AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS EACH
OF WHICH, WHEN SO EXECUTED, SHALL BE DEEMED TO BE AN ORIGINAL, BUT ALL SUCH
COUNTERPARTS SHALL CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
13.
THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO THE PRINCIPLES OF THE CONFLICTS OF LAW THEREOF.
THE LOAN PARTIES, THE
BANKS, THE ADMINISTRATIVE AGENT, THE SYNDICATION AGENT AND THE CO-DOCUMENTATION
AGENTS HEREBY CONSENT TO THE JURISDICTION AND VENUE OF THE SUPREME COURT OF NEW
YORK COUNTY AND THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
NEW YORK WITH RESPECT TO ANY SUIT ARISING OUT OF OR MENTIONING THIS SECOND
AMENDMENT.
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3
IN WITNESS WHEREOF, and intending to be legally bound, the parties hereto, have
caused this Second Amendment to be duly executed by their duly authorized
officers on the date first written above.
BORROWER:
WITNESS:
PAPA JOHN'S INTERNATIONAL, INC.
/s/ Kenneth M. Cox
By:
/s/ J. David Flanery
Name:
J. David Flanery
Title:
SVP, CFO and Treasurer
GUARANTORS:
WITNESS:
PAPA JOHN'S USA, INC.
/s/ Kenneth M. Cox
By:
/s/ J. David Flanery
Name:
J. David Flanery
Title:
SVP, CFO and Treasurer
PAPA JOHN'S SUPPORT SERVICES, INC.
WITNESS:
/s/ Kenneth M. Cox
By:
/s/ J. David Flanery
Name:
J. David Flanery
Title:
Treasurer
CAPITAL DELIVERY, LTD.