FIRST AMENDMENT TO CREDIT AGREEMENT
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”).
W I T N E S S E T H:
WHEREAS , the Borrower, the Guarantors, RSC, the Banks, the Administrative Agent, the Syndication
Agent and the Co-Documentation Agents have entered into that certain Credit Agreement, dated January 31,
2006 (as amended, modified or supplemented from time to time, the “Credit Agreement”); and
WHEREAS , the Borrower, the Guarantors and RSC desire to amend certain provisions of the Credit
Agreement, and the Administrative Agent and each of the Banks desire to permit such amendments pursuant to
the terms and conditions set forth herein.
NOW, THEREFORE , in consideration of the premises contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. All capitalized terms used herein that are defined in the Credit Agreement shall
have the same meaning herein as in the Credit Agreement unless the context clearly indicates
2. Section 7.2.4(ix) of the