0001104659-08-067929 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 4th, 2008 • Papa Johns International Inc • Retail-eating places • New York

First Amendment to Credit Agreement, dated May 11, 2007, by and among Papa John’s International, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as listed on the signature pages hereto), RSC Insurance Services Ltd., a Bermuda company (“RSC”), the Banks (as hereinafter defined), PNC Bank, National Association, in its capacity as administrative agent for the Banks (in such capacity, the “Administrative Agent”), JPMorgan Chase Bank, N.A., in its capacity as syndication agent for the Banks (in such capacity, the “Syndication Agent”), National City Bank of Kentucky (“NCBK”), Bank of America, N.A. (“BOA”) and Fifth Third Bank (“FTB”), as co-documentation agents for the Banks (NCBK, BOA and FTB are each, a “Co-Documentation Agent” and collectively, the “Co-Documentation Agents”) (the “First Amendment”).

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FIFTH AMENDMENT AGREEMENT
Fifth Amendment Agreement • November 4th, 2008 • Papa Johns International Inc • Retail-eating places

This is a Fifth Amendment Agreement (the “Fifth Amendment”), dated and effective as of July 31, 2008 (the “Effective Date”), with respect to that certain Loan Agreement (the “Loan Agreement”) dated as of December 27, 1999, made by BIBP Commodities, Inc., a Delaware corporation (“Borrower”), and Capital Delivery, Ltd., a Kentucky corporation (“Lender”); and that certain Promissory Note (the “Note”) dated as of December 27, 1999, made by Borrower in favor of Lender, all as amended by an Amendment Agreement dated June 15, 2001, by a Second Amendment Agreement dated July 1, 2002, by a Third Amendment Agreement dated May 17, 2004, and by a Fourth Amendment dated December 19, 2007.

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