Exhibit 10.2

 

Interest Rate Swap Transaction

 

The purpose of this letter agreement is to confirm the amendment of the terms and conditions of the Transaction entered into between:

 

JPMORGAN CHASE BANK, N.A.

(“JPMorgan”)

 

and

 

PAPA JOHN’S INTERNATIONAL INCORPORATED

(the “Counterparty”)

 

on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.

 

The definitions and provisions contained in the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

 

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 07 February 2000, as amended and supplemented from time to time (the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and PAPA JOHN’S INTERNATIONAL INCORPORATED (the “Counterparty”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

 

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The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows:

 

A. TRANSACTION DETAILS
JPMorgan Deal Number(s):
Notional Amount:		As set forth in the Notional Amount Schedule hereto
Trade Date:		13 December 2005
Effective Date:		15 March 2006
Termination Date:		15 January 2011 subject to adjustment in accordance with the Modified Following Business Day Convention.
Fixed Amounts:
Fixed Rate Payer:		Counterparty
Fixed Rate Payer Payment Dates:		The 15 April, 15 May, 15 June, 15 July, 15 August, 15 September, 15 October, 15 November, 15 December, 15 January, 15 February and 15 March in each year, from and including 15 April 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following  Business Day Convention and there will be an adjustment to the Calculation Period.
Fixed Rate:		4.98000 percent
Fixed Rate Day Count Fraction:		Actual/360
Business Days:		New York, London
Floating Amounts:
Floating Rate Payer:		JPMorgan
Floating Rate Payer Payment Dates:		The 15 April, 15 May, 15 June, 15 July, 15 August, 15 September, 15 October, 15 November, 15 December, 15 January, 15 February and 15 March in each year, from and including 15 April 2006 to and including the Termination Date, subject to adjustment in accordance with the Modified Following  Business Day Convention and there will be an adjustment to the Calculation Period.
Floating Rate for initial Calculation Period:		To be determined

 

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Floating Rate Option:		USD-LIBOR-BBA
Designated Maturity:		1 Month
Spread:		None
Floating Rate Day Count Fraction:		Actual/360
Reset Dates:		The first day of each Calculation Period.
Compounding:		Inapplicable
Business Days:		New York, London
Calculation Agent:		JPMorgan, unless otherwise stated in the Agreement.

 

Notional Amount Schedule:
Effective From:		Notional Amount:
15 March 2006 16 January 2007 15 January 2009		USD 50,000,000.00 USD 60,000,000.00 USD 50,000,000.00

 

B. ACCOUNT DETAILS
Payments to JPMorgan in USD:		JPMORGAN CHASE BANK NA
		JPMORGAN CHASE BANK NA - NEW YORK - JPMCB NYC GLB FX NYST
		BIC: CHASUS33XXX
		AC No:
Payments to Counterparty in USD:		As per your standard settlement instructions.
C. OFFICES
JPMorgan:		NEW YORK
Counterparty:		LOUISVILLE

 

D. DOCUMENTS TO BE DELIVERED

 

Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect.

 

E. RELATIONSHIP BETWEEN PARTIES

 

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

 

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own

 

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judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

 

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction.

 

(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal Number(s):

 

 

JPMorgan Chase Bank, N.A.
/s/  Carmine Pilla
Name:		Carmine Pilla
Title:		Vice President
Accepted and confirmed as of the date
first written:
PAPA JOHN’S INTERNATIONAL
INCORPORATED
/s/ J. David Flanery
Name:	J. David Flanery
Title:	Chief Financial Officer
Your reference number:

 

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